Maria Gomez, et al. v. Independence Management of Delaware, Inc.; The 933 L Street Tenants' Association v. Independence Management Company, Inc., et al.

Summary

The District of Columbia Court of Appeals considered consolidated appeals involving the transfer and proposed renovation of an apartment building. The court held that the transfer of the building might constitute a sale under the Rental Housing Conversion and Sale Act, despite being structured as a transfer of corporate stock, and remanded for factual proceedings. The court affirmed judgment for the defendants on the Consumer Protection Procedures Act claim and vacated the possession judgments because genuine issues existed regarding retaliatory eviction.

Holdings

1. The transfer was not a sale under subsection (c), because that provision unambiguously required the transfer of 100% of the corporation's stock within one year. However, disputed facts concerning the deed's date and delivery and the relationship between the deed transfer and the $3,875,000 payment created a genuine issue whether the transaction was a sale under subsection (a).
2. The Consumer Protection Procedures Act did not apply to the Tenants' Association's claim because the claim was based solely on an alleged Sale Act violation, the Sale Act comprehensively governed the subject, and the Association's rights arose from the landlord-tenant relationship rather than a consumer transaction.
3. Summary judgment for IMDel was improper because the tenants' membership in a tenant organization and continued lawful rent withholding within the six-month period triggered the statutory presumption of retaliation, and the record did not establish as a matter of law that IMDel rebutted the presumption by clear and convincing evidence.

Questions Presented

1. Whether the transfer of the Eldon from IMC to IMDel, followed by the sale of 99% of IMDel's stock, constituted a sale under D.C. Code § 42-3404.02(a) or (c).
2. Whether the Tenants' Association could maintain a Consumer Protection Procedures Act claim based solely on the alleged violation of the Sale Act.
3. Whether the tenants presented evidence triggering the statutory presumption of retaliatory eviction and whether IMDel rebutted that presumption by clear and convincing evidence at summary judgment.

Disposition

reversed_and_remanded