Uhar & Co., Inc. v. Jacob

• Court: U.S. District Court — District of Columbia
• Writing for the Court: RICARDO M. URBINA
• Citation: Uhar & Co., Inc. v. Jacob, 710 F.Supp.2d 45 (D. D.C. 2010)
• Decision Date: 03 May 2010
• Docket Number: Civil Action No. 09-1698(RMU)
• Parties: UHAR & COMPANY, INC., Plaintiff, v. Mohan JACOB et al., Defendants.

710 F.Supp.2d 45

UHAR & COMPANY, INC., Plaintiff,

v.Mohan JACOB et al., Defendants.

Civil Action No. 09-1698(RMU).

United States District Court, District of Columbia.

May 3, 2010.

Gary Charles Adler, Roetzel & Andress, Washington, DC, for Plaintiff.

Kenneth A. Martin, The Martin Law Firm, PLLC, McLean, VA, for Defendants.

MEMORANDUM OPINION

Granting in Part and Denying in Part Defendant Manna LLC's Motion to Dismiss

RICARDO M. URBINA, District Judge.

I. INTRODUCTION

This case comes before the court on the motion to dismiss filed by defendant Manna, LLC ("Manna"). The plaintiff, Uhar & Company, Inc., is a commercial real estate broker operating in the District of Columbia. The plaintiff alleges that the defendants breached the contract that it entered into with defendant Mohan Jacob ("Jacob") on behalf of defendant Manna to secure a tenant for retail property owned by Manna at 1530-1540 1st Street, SW ("the property") in the District of Columbia. Specifically, the plaintiff alleges that the defendants failed to pay the plaintiff real estate brokerage commissions, as required under the agreement, after the plaintiff secured a tenant for the property. Alternatively, the plaintiff asserts that even if there was no enforceable agreement between the parties, it is nonetheless entitled to recover the reasonable value of the services it provided under a theory of unjust enrichment.

Manna has moved to dismiss the complaint, arguing that the D.C. statute of frauds bars the plaintiff's breach of contract claim because no written contract memorializes the alleged agreement. Furthermore, Manna contends that the court should dismiss the plaintiff's unjust enrichment claim because the plaintiff cannot assert breach of contract and unjust enrichment claims as alternative theories of recovery.

Because Manna's obligation to pay the plaintiff real estate brokerage fees is memorialized in the lease agreement for the property, the court declines to dismiss the plaintiff's breach of contract claim on statute of frauds grounds. Because, however, D.C. law does not permit unjust enrichment claims based on real estate brokerage services, the court grants the defendant's motion to dismiss that claim.

II. FACTUAL AND PROCEDURAL BACKGROUND¹

Manna is an entity operated by Jacob as a commercial landlord in Washington, D.C. Compl. ¶ 2. Jacob entered into an oral contract with the plaintiff on behalf of Manna to secure a tenant for the property. Id. ¶ 5. Under the terms of this oral agreement, Jacob agreed that Manna would pay the plaintiff three percent of each month's rent received for the initial term of any lease procured by the plaintiff. Id. On October 28, 2005, Manna leased the propertyto Specialized Education of D.C., Inc. ("the tenant"), a tenant procured by the plaintiff for an initial lease term of 120 months, pursuant to a written lease agreement executed by Manna and the tenant ("the lease"). Id. ¶ 6.

The lease, which was signed by Jacob as an agent for Manna, expressly incorporates the terms of the oral agreement reached by the plaintiff and Manna.² Id. The tenant began paying rent on the property on September 1, 2006. Id. ¶ 7. Manna has yet to pay any commission to the plaintiff. Id. ¶ 8.

The plaintiff commenced an action against the defendants in the Superior Court of the District of Columbia on August 12, 2009, which the defendants removed to this court on September 3, 2009. See generally Notice of Removal. On September 24, 2009, Manna filed this motion to dismiss. See generally Def.'s Mot. to Dismiss ("Def.'s Mot."). In its motion, Manna contends that the plaintiff cannot maintain a breach of contract claim against it because no written contract exists between them, as required by the District of Columbia's statute of frauds. Id. at 1. Additionally, Manna asserts that the plaintiff may not maintain a claim in the alternative for unjust enrichment because a party to an express contract may not bring a claim for unjust enrichment related to an express contract. Id. Finally, Manna seeks dismissal of the plaintiff's claim for declaratory judgment, arguing that that claim must fail because the plaintiff's breach of contract and unjust enrichment claims fail. ³ Id. at 2. The court now turns to the applicable legal standards and the parties' arguments.

III. ANALYSIS

A. Legal Standard for Rule 12(b)(6) Motion to Dismiss

A Rule 12(b)(6) motion to dismiss tests the legal sufficiency of a complaint. Browning v. Clinton, 292 F.3d 235, 242 (D.C.Cir.2002). The complaint need only set forth a short and plain statement of the claim, giving the defendant fair notice of the claim and the grounds upon which it rests. Kingman Park Civic Ass'n v. Williams, 348 F.3d 1033, 1040 (D.C.Cir.2003) (citing Fed.R.Civ.P. 8(a)(2) and Conley v. Gibson, 355 U.S. 41, 47, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957)). "Such simplified notice pleading is made possible by the liberal opportunity for discovery and the other pretrial procedures established by the Rules to disclose more precisely the basis of both claim and defense to define more narrowly the disputed facts and issues." Conley, 355 U.S. at 47-48, 78 S.Ct. 99 (internal quotation marks omitted). Itis not necessary for the plaintiff to plead all elements of his prima facie case in the complaint, Swierkiewicz v. Sorema N.A., 534 U.S. 506, 511-14, 122 S.Ct. 992, 152 L.Ed.2d 1 (2002), or "plead law or match facts to every element of a legal theory," Krieger v. Fadely, 211 F.3d 134, 136 (D.C.Cir.2000) (internal quotation marks and citation omitted).

Yet, "[t]o survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face." Ashcroft v. Iqbal, --- U.S. ----, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009) (internal quotation marks omitted); Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) (abrogating the oft-quoted language from Conley, 355 U.S. at 45-46, 78 S.Ct. 99, instructing courts not to dismiss for failure to state a claim unless it appears beyond doubt that "no set of facts in support of his claim [ ] would entitle him to relief"). A claim is facially plausible when the pleaded factual content "allows the court to draw the reasonable inference that the defendant is liable for the misconduct." Iqbal, 129 S.Ct. at 1949. "The plausibility standard is not akin to a 'probability requirement,' but it asks for more than a sheer possibility that a defendant has acted unlawfully." Id.

In resolving a Rule 12(b)(6) motion, the court must treat the complaint's factual allegations-including mixed questions of law and fact-as true and draw all reasonable inferences therefrom in the plaintiff's favor. Macharia v. United States, 334 F.3d 61, 64, 67 (D.C.Cir.2003); Holy Land Found. for Relief & Dev. v. Ashcroft, 333 F.3d 156, 165 (D.C.Cir.2003); Browning, 292 F.3d at 242. While many well-pleaded complaints are conclusory, the court need not accept as true inferences unsupported by facts set out in the complaint or legal conclusions cast as factual allegations. Warren v. District of Columbia, 353 F.3d 36, 40 (D.C.Cir.2004); Browning, 292 F.3d at 242. "Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Iqbal, 129 S.Ct. at 1949.

B. The D.C. Statute of Frauds ⁴ Does Not Bar the Plaintiff's Breach of Contract Claim

Manna alleges that no written contract exists memorializing the defendants' agreement to pay the plaintiff for providing real estate brokerage services. See generally Def.'s Mot. Thus, Manna asserts, the D.C. statute of frauds bars the plaintiff's breach of contract claim. See generally id. The plaintiff contends that the statute of frauds does not apply to real estate broker agreements. Pl.'s Opp'n at 3. Furthermore, the plaintiff argues that even if the statute of frauds did apply, it would be satisfied by the lease executed between Manna and its tenant, which allegedly memorializes the agreement between the plaintiff and the defendants.⁵ Id. at 4.

1. The Statute of Frauds Applies to the Purported Agreement Between the Plaintiff and Manna

The D.C. statute of frauds provides, in pertinent part, that

[a]n action may not be brought ... upon a contract or sale of real estate, of any interest in or concerning it, or upon an agreement that is not to be performed within one year from the making thereof, unless the agreement upon which the action is brought, or a memorandum or note thereof, is in writing, which need not state the consideration and signed by the party to be charged therewith or a person authorized by him.

D.C.Code § 28-3502.

Thus, if an agreement cannot by its terms be performed within one year, it is unenforceable unless memorialized in a written memorandum. See id. Indeed, when an agreement provides for monthly payments for a period last more than one year, the statute of frauds applies. See Fitzgerald v. Hunter Concessions, Inc., 710 A.2d 863, 865 (D.C.1998) (noting that the statute of frauds prohibited the enforcement of an oral agreement calling for monthly payments over a five-year period (citing R & A, Inc. v. Kozy Korner, Inc., 672 A.2d 1062, 1067 n. 8 (D.C.1996))). Because the agreement that the plaintiff seeks to enforce allegedly called for monthly commission payments throughout the duration of the ten-year lease agreement, it falls within the statute of frauds.

In arguing that the statute of frauds does not apply to real estate brokerage agreements, the plaintiff relies on case law interpreting a former D.C. statute, which provided that "[a] written listing contract is required in the District for the sale of all real property." D.C.Code § 45-1945 (repealed 1997). Courts construing this statute have concluded that it did not alter D.C. common law allowing brokers to collect commissions on oral listing agreements. See, e.g., Moshovitis v. Bank Cos., 694 A.2d 64, 67 (D.C.1997) (affirming "that the absence of a written...