Parker v. U.S. Trust Company N.A. ( 2020 )

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DISTRICT OF COLUMBIA COURT OF APPEALS
Nos. 18-CV-1349 and 19-CV-1225
NANCY B. PARKER and ELLIS J. PARKER, APPELLANTS/CROSS-APPELLEES,
v.
U.S. TRUST COMPANY, N.A., and BANK OF AMERICA, N.A.,
APPELLEES/CROSS-APPELLANTS.
Appeals from the Superior Court
of the District of Columbia
(CAB-5433-05)
(Hon. John M. Mott, Motions Judge)
(Hon. Michael L. Rankin, Trial Judge)
(Argued June 18, 2020 Decided September 3, 2020)
William J. Cornwell, with whom David J. Kaminow was on the brief, for
appellants/cross-appellees.
Robert E. Grant, with whom James P. Lillis was on the brief, for
appellees/cross-appellants.
Before BLACKBURNE-RIGSBY, Chief Judge, and MCLEESE and DEAHL,
Associate Judges.
MCLEESE, Associate Judge: Appellants/cross-appellees Nancy B. Parker and
Ellis J. Parker jointly had an interest in a limited liability company (LLC), along
with Ms. Parker’s father, Hartford E. Bealer. Parker v. U.S. Trust Co., 30 A.3d 147,
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149 (D.C. 2011). After Mr. Bealer’s death, appellee/cross-appellant U.S. Trust
Company, N.A., became a representative of Mr. Bealer’s estate. Id. Appellee/cross-
appellant Bank of America, N.A., subsequently merged with U.S. Trust, and we use
“the bank” in this opinion to refer to U.S. Trust and/or Bank of America. The Parkers
sued the bank, challenging various actions the bank took while acting as Mr. Bealer’s
representative. Id. at 150. The trial court initially granted summary judgment to the
bank, but this court reversed and remanded. Id. at 148-55. On remand, a jury
awarded the Parkers more than $1 million in damages relating to the bank’s failure
to distribute income from the LLC to the Parkers. The bank challenges that verdict,
arguing that it is entitled to judgment as a matter of law. The Parkers defend the jury
award but seek both additional damages and an award of prejudgment interest. We
affirm the jury award, vacate the judgment in part, and remand for further
proceedings.
I. Facts and Procedural Background
The following description of the facts and relevant proceedings borrows
substantially from our previous opinion in this case. Except as indicated, the facts
appear to be undisputed.
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The LLC’s operating agreement contemplates that there would be three
members, Mr. Bealer and his two daughters, each with a one-third interest in the
LLC. Mr. Bealer’s other daughter never became a member, however, and only Ms.
Parker and Mr. Bealer executed the agreement as members. The agreement lists Mr.
Bealer as owning a one-third interest and the Parkers as owning a one-third interest
together, as tenants by entirety. Because the remaining one-third interest was not
explicitly allocated, the agreement resulted in two half interests, one held by Mr.
Bealer and the other held jointly by the Parkers. Parker, 30 A.3d at 149 n.1
The agreement does not define the term “Member,” but it includes various
provisions relating to membership. Paragraph 12(c) provides that no person or entity
may be considered a member unless named in the agreement or admitted to the LLC
in accordance with the terms of the agreement. Paragraph 12(c) further explains that
“[t]he Company [and] each Member . . . need deal only with Members so named or
so admitted; they shall not be required to deal with any other person or entity by
reason of . . . the death or termination of a Member, except as otherwise provided in
[the] Agreement.”
The agreement also contains provisions relating to the death or withdrawal of
a member. In Paragraph 15(a)(i), the agreement requires the LLC to dissolve upon
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the death of a “Member,” unless “within ninety (90) days . . . the other Members
with voting rights elect to continue the legal existence of the Company,” provided
that the “Company shall not be continued by fewer than two (2) Members.” If the
members elect to continue the LLC after the death of a member, then “the estate or
other legal representative of the [deceased] shall have the obligation to transfer the
Interest of the [deceased Member] to the Members who have elected to continue the
Company.” The remaining members are required to pay an agreed-upon price for
the deceased member’s interest. Under the terms of the operating agreement, that
price is one third of the LLC’s assessed value minus ten percent.
Mr. Bealer died in January 2003, having designated the bank as the executor
of his estate. Parker, 30 A.3d at 149. According to the Parkers, Ms. Parker then
transferred half of her interest in the LLC to Mr. Parker, Mr. Parker became a
member of the LLC, and the two elected to continue the LLC. Ms. Parker’s attorney
later sent letters to the bank seeking to exercise a claimed right to purchase Mr.
Bealer’s interest in the LLC, but the bank did not sell Mr. Bealer’s interest. Parker,
30 A.3d at 149-50.
In 2005, the Parkers brought a breach-of-contract action in Superior Court,
seeking to compel the bank (1) to transfer Mr. Bealer’s interest in the LLC to the
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Parkers, and (2) to pay the Parkers their share of income the LLC had generated.
Parker, 30 A.3d at 150 & n.3. The trial court granted summary judgment to the bank
in 2007, ruling that the LLC had terminated upon Mr. Bealer’s death. Id. at 150.
The trial court further stated that the LLC “is dissolved and shall be terminated in
accordance with paragraph 15 of the company’s Operating Agreement.”
On appeal, this court reversed. Parker, 30 A.3d at 150-55. We held that the
agreement is ambiguous on two issues: (1) whether Mr. Parker was a member of the
LLC before Mr. Bealer’s death, id. at 151-54; and (2) whether, in the alternative,
Mr. Parker could be added as a member during the ninety-day period after Mr.
Bealer’s death, so as to permit the Parkers to validly elect to continue the LLC, id.
at 154-55. We therefore remanded the case for the parties to present evidence to a
factfinder on those issues. Id.During the pendency of the appeal, the bank -- presumably relying on the trial
court’s order granting summary judgment -- filed documents dissolving the LLC and
transferring properties out of the LLC to itself as a trustee, for no consideration. In
those documents, the bank described itself as the managing member of the LLC.
The Parkers filed another suit (CA-559-11) challenging the bank’s actions. The trial
court dismissed that case without prejudice, concluding that the issues presented
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could not be adjudicated until the court resolved in the present case the questions
whether Mr. Parker became a member of the LLC and whether the LLC thus should
have continued rather than been dissolved.
On remand in the present case, the Parkers were permitted to amend the
complaint, adding claims of breach of fiduciary duty, conversion, and trespass to
personal property, and seeking an accounting. The trial court, however,
subsequently granted partial summary judgment to the bank, ruling that the Parkers
were precluded from basing any new cause of action on the bank’s actions
subsequent to the 2007 order initially granting summary judgment to the bank. The
trial court’s ruling rested on the conclusion that the bank had the authority to transfer
the properties to itself, pursuant to a valid trial-court order that empowered the bank
to take actions necessary to dissolve the LLC.
In July 2017, the Parkers again moved to amend the complaint, to “clarify”
the existing claims, including the claim for an accounting, particularly with respect
to the bank’s transfer of the LLC’s assets. The trial court denied the motion, ruling
that the motion was untimely and that the Parkers would be limited at trial to proving
losses attributable to the bank’s actions in 2003. The trial court’s pretrial order
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reiterated that the Parkers were foreclosed from presenting to the jury “claims that
challenged the validity of [the bank’s] distribution of the assets of the LLC.”
In very brief summary, the Parkers introduced the following evidence at trial.
Mr. Bealer contributed three residential rental properties to the LLC. Ms. Parker
purchased a one-third interest in the LLC for $200,000. Ms. Parker executed a
promissory note to Mr. Bealer to finance the purchase and made monthly payments
of $649 on the note. Ms. Parker and Mr. Bealer agreed that, during his lifetime, Mr.
Bealer would receive Ms. Parker’s share of the net income from the LLC.
Less than a month after Mr. Bealer’s death in January 2003, the Parkers
executed an amendment to the operating agreement that transferred half of Ms.
Parker’s interest in the LLC to Mr. Parker. Mr. Parker was added as a member of
the LLC, and the Parkers also elected to continue the LLC as the LLC’s two
members.
The parties stipulated that, from the date of Mr. Bealer’s death through
February 2018, the LLC distributed over $1.3 million to Mr. Bealer’s estate. The
parties also stipulated that, as of April 2018, the properties transferred out of the
LLC had been assessed as having a net value of approximately $5 million.
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The jury determined that (a) Mr. Parker was not a member of the LLC at the
time of Mr. Bealer’s death but became a member after Mr. Bealer’s death; and (b)
the Parkers validly elected to continue the LLC. The jury awarded the Parkers over
$1.3 million in damages -- the stipulated amount of the LLC’s distributions.
The Parkers filed two post-judgment motions, one seeking prejudgment
interest on the jury award and the other seeking to amend the judgment to add more
than $5 million, which was the stipulated value of the properties transferred out of
the LLC. The bank filed a motion seeking judgment as a matter of law. The trial
court declined both sides’ requests to alter the judgment.
II. Bank’s Challenges to Verdict
The bank argues that it was entitled to judgment as a matter of law. We review
the denial of judgment as a matter of law de novo. Bd. of Trs. of Univ. of District of
Columbia v. DiSalvo, 974 A.2d 868, 870 (D.C. 2009). Judgment as a matter of law
is warranted “only if no reasonable juror, viewing the evidence in the light most
favorable to the prevailing party, could have reached the verdict in that party’s
favor.” Sullivan v. AboveNet Commc’ns, Inc., 112 A.3d 347, 354 (D.C. 2015)
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(internal quotation marks omitted). We see no basis to grant judgment as a matter
of law to the bank.
First, the bank renews the argument that the operating agreement cannot
reasonably be interpreted to permit the addition of Mr. Parker as a member after Mr.
Bealer’s death, because as soon as only one member remained, the LLC could take
no action other than winding itself down. In the first appeal, however, we held that
the agreement was ambiguous on that issue, and we therefore remanded for trial on
the issue. Parker, 30 A.3d at 154-55 (describing as reasonable Parkers’ position that
agreement permitted addition of Mr. Parker after Mr. Bealer’s death, and remanding
for factfinder to consider, among other things, “whether a valid transfer of one half
of Ms. Parker’s interest to her husband and an election to continue operations were
effected by the January 30, 2003 Amendment”). That ruling binds us as a division
of the court. M.A.P. v. Ryan, 285 A.2d 310, 312 (D.C. 1971). That being so, we
need not consider whether the ruling also binds us under the law-of-the-case
doctrine.
Second, the bank argues that any purported addition of Mr. Parker was invalid,
because adding a new member required the bank’s consent. In making that
argument, the bank relies on D.C. Code § 29-1039 (2001 ed.; repealed 2011)
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(“Unless otherwise provided in . . . an operating agreement, if a member who is an
individual dies . . . , the [deceased] member’s executor . . . or other legal
representative may exercise all the member’s rights for the purpose of settling such
member’s estate or administering such member’s property, including any power the
member had to transfer a membership interest.”). The problem with the bank’s
argument is that the operating agreement in this case “otherwise provides,” stating
in Paragraph 12(c) that “[t]he Company [and] each Member . . . need deal only with
Members so named or so admitted; they shall not be required to deal with any other
person or entity by reason of . . . the death or termination of a Member, except as
otherwise provided in [the] Agreement.”
The bank argues, however, that the operating agreement cannot possibly mean
what it says on that point, because the agreement elsewhere provides that the LLC
and its remaining members do have to deal in certain respects with a deceased
member’s legal representative. Specifically, as previously noted, if an LLC
continues after the death of a member, then “the estate or other legal representative
of the [deceased] shall have the obligation to transfer the interest of the [deceased
Member] to the Members who have elected to continue the Company.” Contrary to
the bank’s suggestion, the agreement’s provisions fit together quite sensibly. After
Mr. Bealer’s death, the LLC and its remaining member or members were not
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required to deal with the bank, except (as specified in Paragraph 13 of the operating
agreement) with respect to the purchase of Mr. Bealer’s interest in the LLC. In other
words, when the bank dissolved the LLC and transferred the LLC’s properties to
itself, the bank was not a member of the LLC, much less the managing member of
the LLC. The consent of the bank therefore was not needed for Mr. Parker to be
added as a member.
Third, the bank argues that before Mr. Bealer’s death, when Mr. Parker and
Ms. Parker jointly owned an interest in the LLC as tenants by the entirety, they were
a single member, rather than two members. We need not address that argument.
The jury apparently agreed with the bank on that point, rejecting the theory that Mr.
Parker was a member of the LLC before Mr. Bealer’s death and instead resting the
verdict on the conclusion that Mr. Parker became a member after Mr. Bealer’s death,
when the Parkers divided their joint interest.
Finally, the bank argues that the 2003 amendment did not actually reflect an
election for Mr. Parker to become a member of the LLC. The operating agreement
does not by its terms require that members be added by written agreement, however,
and the Parkers testified that Mr. Parker was in fact added as a member. Moreover,
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the 2003 amendment can reasonably be interpreted as reflecting the addition of Mr.
Parker as a member of the LLC.
In sum, we uphold the jury’s verdict finding the bank liable to the Parkers for
breach of contract. The Bank does not separately contest the amount of damages
awarded: a little over $1.3 million, based on the bank’s distribution to Mr. Bealer’s
estate of money to which the jury determined the Parkers were entitled. We therefore
affirm that award. We address in the next part of the opinion the Parkers’ claim that
they should have been awarded additional damages.
III. Parkers’ Challenges
The Parkers raise three principal issues, which we discuss in turn.
A. Dissolution of LLC and Transfer of Assets
1. Amending Verdict
Most broadly, the Parkers argue that the trial court should have amended the
verdict by adding approximately $5 million in damages, to reflect the stipulated
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value of the assets the bank transferred out of the LLC. We disagree. We assume
for the sake of this argument that the jury was required to include in its damages
award the consequences that flowed from the bank’s actions in dissolving the LLC
and transferring its assets without compensation to the LLC or its members. Even
so, it is not clear that the proper measure of those damages would be the entire
stipulated value of the transferred assets. To flag one of a number of possible
complexities, if the bank had instead sold Mr. Bealer’s interest in the LLC to the
Parkers, the Parkers seemingly would have had to compensate the bank (as the
representative of Mr. Bealer’s estate). Specifically, the operating agreement (drafted
in contemplation of there being three members of the LLC) provided that the
remaining members would be required to pay one third of the assessed value of the
LLC, less ten percent. The trial court therefore correctly declined to amend the
verdict by simply adding the entire stipulated value of the transferred assets to the
damages award.
2. Further Proceedings
In the alternative, the Parkers contend more narrowly that they are entitled to
a new trial on the issue of the bank’s responsibility for damages relating to the
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dissolution of the LLC and the transfer of the LLC’s assets. We agree with that
contention.
As previously noted, the trial court precluded the Parkers from contending at
trial that the bank acted wrongfully in dissolving the LLC and transferring the LLC’s
assets. If that ruling was incorrect, then the Parkers were unfairly hobbled in
attempting to persuade the jury to hold the bank liable for those actions, whether as
damages for the breach-of-contact claim or on the separate count of conversion. We
conclude that the trial court’s ruling was incorrect.
The trial court at various points gave three reasons for precluding the Parkers
from trying to prove to the jury that the bank acted unlawfully in dissolving the LLC
and transferring the LLC’s assets: (1) the operating agreement gave the bank the
authority to transfer the properties to itself; (2) the bank was operating under a valid
trial-court order that empowered the bank to take actions necessary to dissolve the
LLC; and (3) the Parkers did not timely raise claims resting on the illegality of the
dissolution of the LLC and the transfer of the LLC’s assets. We conclude to the
contrary that the Parkers were entitled to try to prove to the jury that the bank acted
unlawfully in dissolving the LLC and transferring the LLC’s assets.
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First, the operating agreement did not make the bank a member of the LLC,
see supra Part II, nor did the agreement otherwise grant the bank the authority to
dissolve the LLC or transfer the LLC’s assets without compensation.
Second, the trial court’s orders in this case did not immunize the bank from
liability for dissolving the LLC and transferring the LLC’s assets without
compensation. The trial-court order on which the bank presumably relied did not
authorize the bank to unilaterally transfer the LLC’s assets to itself without
compensation. Rather, the order stated that the LLC “shall be terminated in
accordance with paragraph 15 of the company’s Operating Agreement.” Paragraph
15 did not give the bank the authority to transfer the LLC’s assets to itself, let alone
without compensation.
More fundamentally, the trial court’s order was reversed by this court on
appeal. Parker, 30 A.3d at 150-55. “It has long been well established that the
reversal of a lower court’s decision sets aside that decision, leaves it without any
validity, force, or effect, and requires that it be treated thereafter as though it never
existed.” Khadr v. United States, 529 F.3d 1112, 1116 (D.C. Cir. 2008) (internal
quotation marks omitted); see also, e.g., CGB Occupational Therapy, Inc. v. RHA
Health Servs., Inc., 499 F.3d 184, 190 n.2 (3d Cir. 2007) (“[T]he effect of a reversal
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of a judgment ‘is to nullify it completely and to leave the case standing as if such
judgment had never been rendered, except as restricted by the opinion of the
appellate court.’”) (quoting 5 C.J.S. Appeal and Error § 1106 (2007)).
This general principle has narrow exceptions. See, e.g., United States v.
United Mine Workers of Am., 330 U.S. 258, 293-94 (1947) (in certain circumstances,
party may be held in contempt for violating order later reversed on appeal). We see
no basis for such an exception here, however. To the contrary, a party that acts in
reliance upon a favorable trial-court order that is subject to appeal does so at its peril,
because the party may be held liable if the appellate court reverses the trial-court
order and renders the party’s actions unlawful. See, e.g., Moreland v. Campagni,
103 F. App’x 193, 194 (9th Cir. 2004) (although appellant was entitled to act on
basis of unstayed trial-court decision, appellant was liable for damages after trial
court’s decision was reversed on appeal); Caspar v. Snyder, 77 F. Supp. 3d 616, 630
(E.D. Mich. 2015) (“[A] reversal of a judgment will nullify the judgment as to the
parties to the appeal in that litigation . . . .”); Hasse v. Fraternal Order of Eagles
#2421, 658 N.W.2d 410, 413 (S.D. 2003) (“[T]he prevailing party at trial incurs
liability for restitution to the opposing party if the former executes on a judgment
that is reversed on appeal.”); Dixie Cty. Sheriff’s Dep’t v. Forfeiture of 1987 Ford
Van, 592 So. 2d 748, 749 (Fla. Dist. Ct. App. 1992) (sheriff’s department that sold
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van subject to trial-court forfeiture order “sold the van at its own risk while the prior
appeal was pending,” and was required to compensate owner for loss of property);
Ne. Bank of Lewiston & Auburn v. Murphy, 512 A.2d 344, 349 (Me. 1986) (appellee
“acted entirely at his own peril in relying upon” decision of intermediate appellate
court while decision was “still subject to appeal”); 36 C.J.S. Federal Courts § 739
(2020) (“A lower court decree which is reversed generally does not protect parties
acting pursuant to such decree prior to reversal.”).
Third, the Parkers did not act belatedly to challenge the dissolution of the LLC
and the transfer of the LLC’s assets. The bank dissolved the LLC and transferred
the LLC’s assets to itself in late 2008 and early 2009. At that point, the case was on
appeal in this court. Parker, 30 A.3d at 147. After we reversed the trial court’s
ruling and remanded for further proceedings in 2011, the Parkers promptly filed
another lawsuit against the bank to challenge its actions in dissolving the LLC and
transferring the LLC’s assets to itself, including a claim for conversion. Once the
trial court dismissed that case without prejudice (concluding that the matter was
“simply not ripe for adjudication” based on the unresolved issues in this lawsuit),
the Parkers promptly moved to amend. Moreover, the trial court granted that motion.
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Finally, we note that we are not persuaded by the bank’s passing contention
that the Parkers waived this issue by failing to challenge the trial court’s ruling
precluding the Parkers from trying to establish the unlawfulness of the bank’s actions
in dissolving the LLC and transferring the LLC’s assets. The Parkers fully briefed
the issue in this court, the Parkers’ notice of appeal specifically designated the trial-
court orders at issue, and in any event a notice of appeal from a final judgment
generally brings up the trial court’s earlier rulings for review. See, e.g., Flax v.
Schertler, 935 A.2d 1091, 1099 (D.C. 2007) (“[A]n appeal of a final judgment draws
into question all prior non-final rulings and orders.”) (internal quotation marks
omitted).
In sum, we hold that the Parkers are entitled on remand (1) with respect to
their breach-of-contract claim, to seek to prove up additional damages arising from
the bank’s termination of the LLC and transfer of the LLC’s assets; and (2) to submit
to the jury their claim of unlawful conversion. Although the Parkers also raised
claims of breach of fiduciary duty and trespass to personal property in the amended
complaint, they have not sought relief as to those claims in this court, so we do not
grant relief with respect to those claims. See, e.g., Bartel v. Bank of Am. Corp., 128
A.3d 1043, 1048 (D.C. 2015) (“[P]oints not raised on appeal are treated as
abandoned.”) (internal quotation marks omitted). The Parkers do raise on appeal the
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trial court’s order denying them leave to further amend the complaint with respect
to their request for an accounting. It is not clear, however, whether the Parkers will
wish to pursue that request in light of the disposition of this appeal. We leave that
matter to be addressed if necessary on remand, noting only that our ruling in this
appeal undermines at least some of the trial court’s reasons for denying leave to
amend. For example, for the reasons we have explained in this opinion, leave to
amend should not be denied on the ground that the Parkers are foreclosed from
challenging the bank’s actions in terminating the LLC and transferring the LLC’s
assets.
The bank argues that certain evidence introduced in the first trial should be
excluded at any retrial, under D.C. Code § 14-302(a) (2012 Repl.) (in civil action
against representative of deceased person, judgment may not be rendered in favor of
plaintiff based on plaintiff’s uncorroborated testimony). Because it is unclear what
evidence would be admitted at a new trial, we decline to address that issue at this
time. See, e.g., DC Appleseed Ctr. for Law & Justice, Inc. v. District of Columbia
Dep’t of Ins., Secs. & Banking, 214 A.3d 978, 996 (D.C. 2019) (court “declin[es] to
reach issues that may or may not arise again on remand”) (internal quotation marks
omitted).
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3. Prejudgment Interest
Finally, the Parkers argue that the trial court erred in denying their motion for
prejudgment interest on the jury’s award. The parties appear to agree that we review
that ruling de novo. We therefore proceed on that assumption without deciding the
issue. Mazor v. Farrell, 186 A.3d 829, 832 (D.C. 2018). We remand for further
proceedings on the issue of prejudgment interest.
Prejudgment interest “operates in part to compensate prevailing plaintiffs for
the loss of the use of money that was wrongfully withheld by the defendant.” Mazor,
186 A.3d at 832. “Statutes providing for prejudgment interest are thus remedial and
should be generously construed so that the wronged party can be made whole.” Id.
(internal quotation marks omitted). The Parkers rely on D.C. Code § 15-108 (2012
Repl.), which provides for prejudgment interest in actions “to recover a liquidated
debt on which interest is payable by contract or law or usage.” “A liquidated debt is
one which at the time it arose was an easily ascertainable sum certain.” Mazor, 186
A.3d at 832 (internal quotation marks omitted).
The Parkers argue that the amount distributed by the LLC each year was easily
ascertainable, because the LLC’s annual statements reflected the amount for each
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year, and the parties stipulated to the overall figure of a little over $1.3 million. The
bank observes, however, that the ultimate amount that would eventually be
distributed was not easily ascertainable in 2003, when in the bank’s view the
Parkers’ claim accrued. Although we agree with the bank’s observation, the issue is
not when the Parkers’ claim accrued, but rather when the bank’s “debt arose.”
Mazor, 186 A.3d at 832; see also D.C. Code § 15-108 (prejudgment interest is to be
paid from time when debt “was due and payable”). On the latter point, the Parkers
in essence appear to argue that the bank’s debt arose each year, when the bank failed
to distribute to the Parkers the income reflected in the LLC’s annual statement for
that year. The Parkers further argue that those amounts for each year were easily
ascertainable, which is demonstrated by the fact that the parties stipulated to the
overall amount. We agree with the Parkers on those points, which the bank does not
appear to dispute. We therefore hold that the amount of damages attributable to the
bank’s withholding of the LLC’s distributions was easily ascertainable at the time
those damages arose.
The trial court also appeared to suggest that the Parkers’ claim for
prejudgment interest should have been brought under D.C. Code § 15-109 (2012
Repl.), which permits a plaintiff to seek to prove an entitlement of prejudgment
interest during trial, as an element of damages. Section 15-109 does not state that it
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is an exclusive remedy, however, and we conclude that the Parkers therefore were
free to choose to seek prejudgment interest instead under § 15-108.
Although we vacate the trial court’s order denying prejudgment interest, we
do not direct an award of prejudgment interest. As the bank points out, § 15-108
also requires that prejudgment interest “be payable by contract or law or usage.” The
trial court did not address that requirement, and we leave that issue for the trial court
to determine in the first instance on remand. See, e.g., Velcoff v. MedStar Health,
Inc., 186 A.3d 823, 829 (D.C. 2018) (remanding for trial court to consider issue in
first instance).
Finally, we note that proceedings on remand may (or may not) result in an
additional award of damages. We express no view as to whether prejudgment
interest would or would not be available with respect to any such damages.
For the foregoing reasons, we affirm the jury’s award of damages to the
Parkers, vacate the judgment of the Superior Court in part, and remand for further
proceedings. Specifically, the trial court on remand should (1) determine whether
prejudgment interest on the jury’s award of a little over $1.3 million is payable by
contract or law or usage; (2) rule on any renewed motion to amend the complaint
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with respect to the request for an accounting; and (3) hold a trial at which the Parkers
are permitted to try to prove that the Bank’s termination of the LLC and transfer of
the LLC’s property attempt (a) warranted an award of additional damages for their
claim of breach of contract and (b) constituted conversion.
So ordered.