D.C. Area Community Council, Inc. v. Jackson, 12551.

• Citation: 385 A.2d 185
• Decision Date: 27 April 1978
• Docket Number: No. 12551.,12551.
• Parties: D.C. AREA COMMUNITY COUNCIL, INC., Appellant, v. B. JACKSON, III, et al., Appellees.
• Court: Court of Appeals of Columbia District

385 A.2d 185

D.C. AREA COMMUNITY COUNCIL, INC., Appellant, v. B. JACKSON, III, et al., Appellees.

No. 12551.

District of Columbia Court of Appeals.

Argued March 15, 1978.

Decided April 27, 1978.

Henry Lincoln Johnson, Jr., Washington, D. C., for appellant.

Michael A. Schuchat, Washington, D. C., for appellees Syphax, Thomas and S & T Associates.

Steven A. Michael, Bethesda, Md., with whom Jack C. Sando, Bethesda, Md., was on the brief, for appellees Jackson and Riviere.

Before KELLY and YEAGLEY, Associate Judges, and PAIR, Associate Judge, Retired.

PER CURIAM:

This case arose out of the sale of Bellevue Gardens, a complex of apartment buildings located in Southwest Washington, D.C. Appellant, plaintiff below, had expressed interest in purchasing the property, and to this end had entered into negotiations with the sellers, defendant-appellees Jackson and Riviere, general partners in Bellevue Gardens Associates (hereinafter Bellevue).

Bellevue appeared eager to make the deal. It was faced with rent strikes, an overdue mortgage, and overdue utility bills, and was anxious to be rid of the property and its attendant liabilities. In a letter to Bellevue dated November 14, 1975, appellant stated that it would contract to buy the subject property if it were financially able to assume Bellevue's responsibility on the outstanding mortgage, in excess of $1,000,000, from Perpetual Federal Savings and Loan Association. A second contingency expressed in the letter was appellant's ability to reach an agreement with Pepco with respect to the existing utility obligations. At appellant's request, officers of Bellevue signed the letter and returned it.

Before appellant could make arrangements to satisfy the two contingencies of the prospective sale, Bellevue sold the property in question on December 12, 1975 to defendant-appellees Syphax and Thomas, general partners in S & T Associates (hereinafter S & T).

Appellant filed suit in Superior Court on September 9, 1976, alleging that its November 14, 1975 letter to Bellevue constituted an enforceable contract for the sale of the subject property. Appellant prayed that if the court found that, at the time of sale from Bellevue to S & T, S & T knew of the contract between appellant and Bellevue, that the court grant specific performance requiring S & T to convey the illegally acquired property to appellant. Appellant prayed, alternatively, that if the court concluded that S & T was without knowledge of the prior transaction, the court award appellant $4,000,000 in damages against Bellevue.

On October 29, 1976, S & T cross-claimed against Bellevue, disclaiming knowledge of any prior transaction between Bellevue and appellant. S & T sought from Bellevue both indemnity and $25,000 damages said to have been the product of a cloud on S & T's title to the subject property resulting from the instant litigation.

On November 10, 1976, S & T moved for summary judgment; Bellevue did the same on February 23, 1977. The trial court entertained these motions and on July 12, 1977, granted, by memorandum order, summary judgment to both appellees against appellant, and to Bellevue against S & T insofar as the latter's cross-claim sought indemnity. The trial court reserved decision on S & T's $25,000 damage claim against Bellevue to which appellant is not a party and which is not in issue on this appeal.

Appeal is taken in timely fashion from the summary judgment order. Appellant contends that the letter of November 14, 1975, signed and returned by appellee Jackson on Bellevue's behalf, constituted an agreement to agree, enforceable as a contract between the parties. The trial court recognized this as the threshold question below, one of first impression in this jurisdiction. It held that the letter was not intended to be a binding contract at the time of signing, and that it did not, in any event, meet the prerequisites for the enforceability of an agreement to agree as a contract because it failed to set out in final form all terms and conditions, leaving nothing to future negotiations. The trial court observed:

Indeed the discussions of financing were so tenuous and so dependent on a variety of possibilities that . . . the letter is really nothing more than a projection of hoped for possibilities.

. . . It is apparent that the ...