Caesar v. Westchester Corp.

280 A.3d 176

Camille M. CAESAR, Appellant,

v.WESTCHESTER CORPORATION, Appellee.

No. 21-CV-0357

District of Columbia Court of Appeals.

Argued June 9, 2022

Decided August 18, 2022

Camille M. Caesar, pro se, for appellant.

Thomas C. Mugavero, Falls Church, VA, and Laura Hessler for appellee.

Before Easterly, Deahl, and AliKhan, Associate Judges.

AliKhan, Associate Judge:

Appellee, the Westchester Corporation, owns and manages a cooperative apartment complex in Northwest D.C.¹ Appellant Camille M. Caesar lives at the Westchester and, in 2014, complained about what she considered to be excessive secondhand smoke entering her apartment. Although the Westchester is not a smoke-free building, it attempted to resolve the issue by conducting maintenance in Ms. Caesar's unit, and it allowed her to stay in one of the building's guest rooms while it did so. The Westchester typically requires residents to pay a nightly fee for use of the guest rooms and limits an individual's stay in these rooms to seven days absent an extension, but Ms. Caesar was initially permitted to stay for free while upgrades to her unit were in progress. The Westchester's smoke-proofing efforts did not satisfy Ms. Caesar, and when the Westchester asked her to return to her own apartment, she refused. After considerable back and forth, the Westchester informed Ms. Caesar in early 2016 that if she did not vacate the guest room, it would begin charging her the standard nightly fee. Ms. Caesar remained in the room and declined to pay.

The Westchester then brought a breach-of-contract action against Ms. Caesar, alleging that her failure to surrender the guest room and/or pay the nightly fee violated her cooperative agreement. Ms. Caesar counterclaimed, seeking $38 million in damages, alleging breach of the Westchester's fiduciary duties to her, housing discrimination, breach of the covenant of quiet enjoyment, and breach of the implied warranty of habitability. The trial court granted summary judgment to the Westchester on all claims. After a bench trial on the remedy, the court awarded the Westchester $235,860 in damages, $218,741.28 in attorney's fees and costs, and a permanent injunction requiring Ms. Caesar to leave the guest room. Ms. Caesar now appeals both the grant of summary judgment and the remedy imposed.

While we cannot endorse every aspect of the trial court's analysis, we ultimately agree that summary judgment was properly granted to the Westchester on both its contract claim and Ms. Caesar's counterclaims. We also affirm the award of a permanent injunction and fees and costs. But we disagree with the trial court's damages calculation. Instead of remanding, however, we exercise our discretion to correct the trial court's error and direct it to downwardly adjust the Westchester's damages to $227,810 from the $235,860 originally awarded.

I. Facts

The Westchester is a Delaware corporation that owns and manages an apartment complex in the District of Columbia. It is structured as a cooperative, which means that "owners" of apartments in the complex do not actually own their units outright; instead, they own shares in the corporation and have contracts for the perpetual use of their individual apartments. One consequence of this structure is that, like members of any corporation, the Westchester's shareholders are owed fiduciary duties by the Westchester's board and officers. See Willens v. 2720 Wisc. Ave. Coop. Ass'n, Inc. , 844 A.2d 1126, 1136 (D.C. 2004).

In addition to its member-owned units, the Westchester maintains 10 guest rooms that it makes available to members and their guests. Its rules and regulations limit an individual's continuous occupancy of a guest room to "a maximum of seven days with extension possible subject to the availability of rooms." While the rules and regulations do not specify the cost of renting a guest room, they make clear that there is a cost, stating that guest-room "[r]ates are nominal," and "[p]ayment for the room ... [is] billed to the Member making the reservation." The Westchester's management sets these rates, and it is undisputed that in 2016 the daily rate was $110, increasing to $125 per day in 2017, where it remains today.

The Westchester does not always enforce its guest-room rules. In the past, it has informally allowed members to stay in guest rooms temporarily and free of charge when the member's unit was undergoing significant maintenance. But there is no record of any member besides Ms. Caesar remaining in a guest room for more than 30 days under such an arrangement.

Ms. Caesar moved into the Westchester in 1995. Like other members, she entered into a "Co-operative Apartment Perpetual Use And Equity Contract" with the Westchester. Among other things, this contract requires her to abide by the Westchester's rules and regulations.

Since 2005, Seymour Strongin has been Ms. Caesar's next-door neighbor. He smokes a pipe, or at least he did for a time. Although the Westchester permits members to smoke in their units, Ms. Caesar has long objected to Mr. Strongin's pipe smoking, alleging that it causes significant secondhand smoke to enter her apartment. Ms. Caesar has hypertension, a condition that she believes is aggravated by exposure to smoke. Ms. Caesar's dissatisfaction came to a head in February 2014, when she presented the Westchester with a doctor's note explaining that she could not be exposed to tobacco smoke, especially pipe smoke, for any reason. The note did not, however, say that Ms. Caesar was in fact being exposed to smoke in her apartment or that her hypertension had been caused or aggravated by secondhand smoke. Nevertheless, in response to this note, the Westchester offered Ms. Caesar the use of a guest room and attempted to make her apartment more smoke-resistant, although the extent and effectiveness of the measures it took remain disputed. After the Westchester completed remediation efforts that it considered adequate, it asked Ms. Caesar to return to her unit.

Unsatisfied with the Westchester's efforts, Ms. Caesar refused to vacate the guest room. While the record does not indicate what happened over the next year, on February 3, 2016, the Westchester wrote Ms. Caesar and asked that she leave the guest room or else it would begin charging her the standard nightly fee of $110, beginning on February 11. Ms. Caesar did not oblige. In her view, the smoke situation remained untenable, and none of the additional measures the Westchester had taken had adequately addressed the problem. To this day, the parties disagree about whether smoke continues to enter Ms. Caesar's apartment and even about whether Mr. Strongin still smokes.

The Westchester began to bill Ms. Caesar on February 10, but she would not pay.² On April 19, the Westchester sent Ms. Caesar another letter, this time indicating that it would begin billing her if she did not vacate the guest room by April 30, notwithstanding the fact that it had already been billing her for more than two months. Thereafter, Ms. Caesar submitted a complaint to the District of Columbia Office of Human Rights ("OHR"), which administratively dismissed her complaint pursuant to 4 D.C.M.R. § 708.1(c) for failure to state a claim. She sought reconsideration, but OHR denied her request.

The impasse persisted, and in September 2016, the Westchester brought this action, alleging that Ms. Caesar had breached the terms of her cooperative agreement by refusing to leave the guest room and to pay the nightly fee. In response, Ms. Caesar asserted a number of affirmative defenses and counterclaims, alleging that the Westchester had breached the fiduciary duties it owed to her, unlawfully discriminated against her, breached the covenant of quiet enjoyment, and breached the implied warranty of habitability.

The Westchester filed a motion for summary judgment on all claims, which the trial court (Holeman, J.) granted in full. The court perceived no dispute of material fact about whether Ms. Caesar had breached her contract with the Westchester and found her defenses without merit. As for Ms. Caesar's counterclaims, the court concluded that expert medical testimony was necessary for Ms. Caesar to establish that Mr. Strongin's smoking and/or any action by the Westchester had caused or exacerbated her hypertension, but she had provided none. The Westchester, by contrast, had submitted an expert report by a toxicologist who had evaluated Ms. Caesar's medical records as well as scientific literature and offered the opinion that Ms. Caesar's hypertension was not the result of exposure to secondhand smoke emanating from an adjacent apartment. For this reason, and also because Ms. Caesar had not provided evidence to counter the Westchester's additional expert report opining that it had not violated any fiduciary duties owed to her, the court granted summary judgment on Ms. Caesar's fiduciary duty claim. It reached the same result with respect to her covenant of quiet enjoyment claim, although it offered little additional explanation. The court did not mention, and thus never addressed, Ms. Caesar's claim for breach of the implied warranty of habitability.

The court further held that the election-of-remedies doctrine jurisdictionally barred Ms. Caesar's counterclaim for housing discrimination. Because Ms. Caesar had brought the claim administratively and it "d[id] not appear that [her] complaint ... was dismissed on grounds of administrative convenience or that Ms. Caesar withdrew the complaint with DCOHR," the trial court concluded that she could not now bring the claim in a judicial forum.

Despite granting summary judgment to the Westchester, the trial judge closed the case without fashioning a remedy. Ms. Caesar then (unsuccessfully) sought vacatur of summary judgment, and the Westchester sought to reopen the case for a determination of remedy. After the case made a brief and uneventful visit to this court, the trial court (Epstein, J.) reopened it to determine the appropriate...