DocketNumber: No. 02-SP-353
Citation Numbers: 11 A.3d 251
Judges: Belson, Glickman, Ruiz
Filed Date: 1/6/2011
Status: Precedential
Modified Date: 9/24/2021
In Sturdza v. United Arab Emirates, 350 U.S.App. D.C. 154, 170, 281 F.3d 1287, 1303 (2002), the United States Court of Appeals for the District of Columbia Circuit certified the following question of law to this court pursuant to D.C.Code § 11-723(a) (2001):
Under District of Columbia law, is an architect barred from recovering on a contract to perform architectural services in the District or in quantum me-ruit for architectural services rendered in the District because the architect began negotiating for the contract, entered into the contract, and/or performed such services while licensed to practice architecture in another jurisdiction, but not in the District?
We respond affirmatively: subject to immaterial exceptions, District of Columbia law bars an architect from recovering on a contract to perform architectural services in the District or in quantum meruit for architectural services rendered in the District, if the architect lacked a District of Columbia architect’s license when he or
I. Factual and Procedural Background
In 1993, the United Arab Emirates (“UAE”) held a competition for the architectural design of a new embassy and chancery building in Washington, D.C. Elena Sturdza, an architect licensed under the laws of Maryland and Texas, but not by the District of Columbia, entered the competition and submitted a design. A jury composed of architects and civil engineers judged the competition entries. At the conclusion of the competition, the UAE informed Sturdza that she had won.
Sturdza and the UAE then entered into contract negotiations. Over the next two years they exchanged multiple contract proposals. During that period, at the UAE’s request, Sturdza modified her design and worked with an engineer to address various technical issues. She agreed to defer billing the UAE for her work until the execution of their contract. At last, in early 1996, the UAE sent Sturdza a final draft agreement “incorporating all the changes mandated by the Ambassador.”
There things stood until late 1997, when Sturdza learned that the UAE had furnished a proposed design for its new embassy to the National Capital Planning Commission. Sturdza obtained a copy of the proposal. She discovered that the UAE had submitted a design prepared by a District of Columbia architect named Angelos Demetriou. This design differed from the one Demetriou had entered in the 1993 competition and, Sturdza believed, it “copied and appropriated many of the design features that had been the hallmark of her design.”
In 1998, Sturdza filed suit against the UAE and Demetriou in the United States District Court for the District of Columbia. Her amended complaint stated several causes of action against one or both defendants. The question that has been certified to us concerns Sturdza’s breach of contract and quantum meruit claims against the UAE. Count One of the amended complaint alleged that the UAE had breached its contract with Sturdza by, inter alia, failing to memorialize their contract, “concerning which substantial performance had already commenced”; awarding the embassy design contract in
On appeal, the D.C. Circuit was “inclined to agree” that the District’s licensing law precludes Sturdza’s contractual and quasi-contractual causes of action. The court noted that Sturdza “went beyond submitting bids and actually performed architectural services — in her own words, ‘substantially performed’ the contract” — without the required license.
We assume that architects throughout the country (perhaps even around the world) unlicensed to practice in the District often submit bids to perform architectural services in this city of embassies, monuments, and public buildings. Precisely how D.C. law applies to this unique characteristic of Washington, D.C. and its economy is a question best resolved by the D.C. Courts.[10 ]
Deeming local law to be “genuinely uncertain” on the issue of whether Sturdza’s contract and quantum meruit claims were foreclosed in these circumstances, the D.C. Circuit concluded that “the wisest course of action” was to certify the question to the District of Columbia Court of Appeals.
II. The Scope of the Architectural Licensing Requirement
Beginning in 1950 with an amendment of the Architect’s Registration Act, and continuing to the present day, the law of the District of Columbia has imposed a licen-sure requirement on the practice of architecture in this jurisdiction in order “to safeguard life, health, and property, and to
Enlarging upon the concern of the D.C. Circuit, Sturdza argues that the District’s architectural licensing statute should not be construed to apply to architects who submit plans in the District in international architectural design competitions. According to Sturdza, “it is plain” that the consumer protection concerns underlying the licensure requirement do not apply to such competitions, because the purpose of the law is merely to protect “ordinary local DC consumers against fraudulent practices and representations by persons holding themselves out as experts.”
We are not persuaded by Sturdza’s argument. It is not “plain” to us that the public welfare rationale for licensing architects is inapplicable to international competitions to design buildings such as the UAE embassy. For the safety and well-being of those who work in and visit such buildings, and of neighboring property owners, we would suppose the District has every reason to insist that the architects who design them and oversee their construction be qualified, and hence licensed, to do so. Nor does the record support the bald assertion that enforcement of the licensing requirement would stifle competition in design contests for District edifices.
But even if we were prepared to agree with Sturdza on these matters, her argument founders on the plain language of the statute. The licensing requirement for the practice of architecture in the District is categorical. It contains no exemption for international design competitions; indeed, it admits of no exception based on the type of client or architectural service rendered. We must apply the statute as it is written and not create ad hoc exceptions by judicial decree based on nebulous policy considerations.
Somewhat diffidently, Sturdza proposes a second possible limitation on the scope of the licensing requirement. It “may” be argued, she suggests, that application of the District’s architectural licensing law to the performance of architectural services for the UAE’s embassy is pre-empted by the Foreign Missions Act of 1982
III. The Bar to Recovery for Unlicensed Practice
The rule is well-established in the District of Columbia “that a contract made in violation of a licensing statute that is designed to protect the public will usually be considered void and unenforceable, and [that] the party violating the statute cannot collect monies due on a quasi-contractual basis” either.
As the D.C. Circuit noted, a limited statutory exception to that bar was in effect during the period in which Sturdza negotiated with the UAE (though the exception has no analog in the current Code). The exception, set forth in former D.C.Code § 2-262(6), stated that an architect licensed elsewhere in the United States could “agreef] to perform or represent that he or she is able to perform any of the services involved in the practice of architecture, provided that the architect shall not perform any of the services involved in the practice of architecture until licensed under this subchapter.”
IV. Conclusion
Based on the preceding discussion, we answer the question certified to us by the D.C. Circuit as follows. District' of Columbia law does bar an architect from recovering (i) on a contract to perform architectural services in the District or (ii) in quantum meruit for architectural services rendered in the District, if the architect lacked a District of Columbia architect’s license when he or she began negotiating the contract, entered into the contract, or performed the architectural services, even if the architect was licensed to practice architecture in another jurisdiction at such times. Pursuant to a former statutory exception (in effect at the time of the events giving rise to this lawsuit but since repealed), an architect licensed in another jurisdiction but not in the District was permitted to negotiate and enter into a contract to perform architectural services in the District without being subject to the foregoing bar, so long as the architect obtained a license in the District before actually performing any of the services. There is no exception for international design competitions or the submission of bids to perform architectural services for foreign embassies (or public buildings or monuments) in the District.
In accordance with D.C.Code § 11-723(g), the Clerk shall transmit a copy of this opinion to the United States Court of Appeals for the District of Columbia Circuit and to each of the parties.
So ordered.
.Although the D.C. Circuit certified the question in 2002, federal court proceedings pertaining to the appointment of a guardian ad ¡item for Sturdza delayed presentation of the matter to us until 2009. We also note that the certified question is limited to Sturdza’s breach of contract and quantum meruit causes of action. We have no occasion in this opinion to address the viability of any of the other causes of action she pleaded in her complaint, which included conspiracy to commit sex discrimination, conspiracy to commit fraud, and other torts in addition to copyright infringement. See Sturdza, 350 U.S.App. D.C. at 158, 281 F.3d at 1291.
. We address the certified question in light of the pertinent facts set forth in the D.C. Circuit’s opinion. See Sturdza, 350 U.S.App. D.C. at 158-59, 168, 281 F.3d at 1291-92, 1301.
. Sturdza, 350 U.S.App. D.C. at 159, 281 F.3d at 1292.
. Id. (quoting Sturdza’s first amended complaint).
. Id., 350 U.S.App. D.C. at 168, 281 F.3d at 1301 (quoting Sturdza’s first amended complaint).
. Id. See Sturdza v. United Arab Emirates, No. 98-2051, 1999 U.S. Dist. LEXIS 23173, at *14-20 (D.D.C. Dec. 22, 1999).
. Sturdza, 350 U.S.App. D.C. at 169, 281 F.3d at 1302 (quoting Sturdza’s first amended complaint; internal brackets omitted).
. Id., 350 U.S.App. D.C. at 169-170, 281 F.3d at 1302-03.
. Id., 350 U.S.App. D.C. at 170, 281 F.3d at 1303 (internal quotation marks omitted).
. Id.
. Id. (internal quotation marks omitted).
. Dunn v. Finlayson, 104 A.2d 830, 832 (D.C.1954) (internal quotation marks omitted).
. The reference is to Subchapter I-B of the District’s General License Law, D.C.Code § 47-2853.01 et seq. (2001), which sets forth licensing requirements for the practice of architecture and numerous other "Non-Health Related Occupations and Professions.” Li-censure of architects is mandated in order “to protect the public”: to secure a license, practitioners "must meet specified educational and training requirements, must demonstrate competency ... through examination or other proof of fitness, or must have a specified amount of experience....” Id. § 47-2853.02(d)(1).
. D.C.Code § 47-2853.63 (2001). A few exceptions to this prohibition, none of them applicable to the present case, are set forth in D.C.Code § 47-2853.03 (2001).
. See D.C.Code § 2-261(b) (1994 Repl.) ("[N]o unlicensed person shall engage, directly or indirectly, in the practice of architecture in the District....").
. D.C.Code § 47-2853.61 (2001) (formerly codified at D.C.Code § 2-241 (1994 Repl.)).
. Brief for Appellant at 9.
. Id. at 7.
. Cf. RDP Dev. Corp. v. Schwartz, 657 A.2d 301 (D.C.1995). In that case we construed a provision of the District of Columbia Real Estate Licensure Act prohibiting unlicensed brokers from maintaining actions to recover for their services. We rejected an argument, similar to the one made here, that the Act "was not intended to apply to commercial real estate transactions involving knowledgeable and sophisticated parties who are capable of protecting themselves,” and that such application of the law was “at odds with modern business reality.” Id. at 307. The Act, we declared, was
designed to chill unlicensed practice by denying transgressors any recovery regardless of the services they provide or the status of their client. Given the broad remedial objectives of the Act, we construe it generously and will not create an exception to the legislative mandate which would exempt from the Act's coverage the most lucrative area of brokerage practice.
Id.
. Pub.L. No. 97-241, 96 Stat. 273 (codified as 22 U.S.C. §§ 4301 etseq. (2006)).
. Pub.L. 90-553, 82 Stat. 958 (1968), as amended by Pub.L. 97-186, 96 Stat. 101 (1982).
. 22 U.S.C. § 4306(g).
. Id. § 4307.
. See § 4, 82 Stat. 959, as amended by § 3, 96 Stat. 101.
. Truitt V. Miller, 407 A.2d 1073, 1079 (D.C.1979); see also Saul v. Rowan Heating & Air Conditioning, Inc., 623 A.2d 619, 621 (D.C.1993) ("This jurisdiction has held consistently that a contract entered in violation of a licensing statute or regulation directed at protecting the public is void and unenforceable.”).
. Cevern, Inc. v. Ferbish, 666 A.2d 17, 20 (D.C.1995) (citing cases). "[T]he court has been insistent that quantum meruit recovery for performance in return for a promise unenforceable on public policy grounds is forbidden.” Id. at 22 (footnote omitted). But cf. Remsen Partners, Ltd. v. Stephen A. Goldberg Co., 755 A.2d 412 (D.C.2000). The question in that case was whether a party that had fully performed real estate brokerage services under contract would have to return the fees it had received because it lacked the required brokerage license and therefore would have been unable to enforce the contract. We held not, explaining that unless an applicable statute or regulation specifically requires it, the equitable remedy of disgorgement of monies paid under an illegal contract does not follow automatically in all cases, but depends on a consideration of all the equities in the light of relevant public policy. The application of that principle in the case of an unlicensed architect is outside the scope of the certified question; it does not arise because Sturdza never received any payment from UAE.
. See Holiday Homes, Inc. v. Briley, 122 A.2d 229, 230 (D.C.1956) (stating that the licensing requirement in the Architect’s Registration Act is "designed for the public welfare and one who engages in the practice of architecture in violation thereof cannot recover for his services”). In Holiday Homes, we held that even a licensed architect was precluded from recovering for services performed during a period in which his license had lapsed. Id. at 231-32. See also Dunn v. Finlayson, 104 A.2d 830, 832 (D.C.1954).
. D.C.Code § 2-262(6) (1994 Repl.), repealed by Second Omnibus Regulatory Reform Amendment Act of 1998, D.C. Law 12-261, § 1235, 46 D.C.Reg. 3142, 3212 (Apr. 20, 1999).
. Cf. Cevern, 666 A.2d at 22 (holding that where a home improvement contractor entered into a contract and impermissibly accepted progress payments before it obtained the necessary license, it was barred from recovering for the work it performed under the contract even after it acquired the license).
Rinat Akhmetshin v. William Browder ( 2020 )
Rinat Akhmetshin v. William Browder ( 2021 )
CONSTANTINE CANNON LLP v. MULLEN MANAGEMENT CO., INC. , 123 A.3d 968 ( 2015 )
HVAC Specialist, Inc. v. Dominion Mechanical Contractors, ... , 201 A.3d 1205 ( 2019 )
Jones Lang Lasalle Brokerage, Inc. v. 1441 L Associates, LLC ( 2022 )