Bragdon v. 2512 ASSOCIATES LTD. P'SHIP

856 A.2d 1165
District of Columbia Court of Appeals·Decided September 2, 2004·No. 03-CV-230·Published·Cited by 2 cases

Opinion

856 A.2d 1165 (2004)

Nancy H. BRAGDON, Personal Representative of Estate of Raymond M. Wilmotte, Appellant,
v.
TWENTY-FIVE TWELVE ASSOCIATES LIMITED PARTNERSHIP, et al., Appellees.

No. 03-CV-230.

District of Columbia Court of Appeals.

Argued April 27, 2004.
Decided September 2, 2004.

*1167 J. Michael Hannon, with whom William C. Batchelor, Washington, DC, was on the brief, for appellant.

James D. Sadowski, for appellees.

Before GLICKMAN, Associate Judge, STEADMAN, Associate Judge, Retired,[*] and KING, Senior Judge.

STEADMAN, Associate Judge, Retired:

This appeal arises from a jury verdict awarding the plaintiff/appellant the principal sum of $72,038 for overcharges in the daily rental rate at the defendant/appellee's community residence facility. The principal issue on appeal is whether prejudgment interest on the overcharges should have been awarded and, if so, in what amount. We hold that prejudgment *1168 interest must be awarded at the statutory rate, calculated with respect to the date of each individual overcharge. Also at issue is whether the trial court properly refused to allow an amendment to the complaint to seek punitive damages and to instruct the jury on such damages. In light of the jury's verdict finding no fraud, punitive damages would not be awardable in this case in any event.

I.

In 1981, Dr. Raymond M. Wilmotte became a resident of The Georgetown,[1] a community residence facility located at 2512 Q Street, N.W., in the District of Columbia. In 1985, The Georgetown notified him that it intended to raise his daily rate from $75 to $85. Dr. Wilmotte told The Georgetown that he was considering moving to another facility. An Admission Agreement executed by the parties on September 26, 1986, provided for a daily rate of $85. The Agreement itself contemplated the possibility of a change in the daily rate. However, in a letter on The Georgetown stationery, dated November 8, 1986, its executive director, noting prior "oral communication," wrote: "Please be advised that the current rate of $85.00 per day will remain in effect for the duration of your residency." Nonetheless, beginning on September 1, 1989, The Georgetown gradually increased, and Dr. Wilmotte paid, the daily rate up to an eventual amount of $112. The overcharges in principal amount totaled $72,038.

After Dr. Wilmotte's death at the age of ninety-eight in January of 2000, his personal representative, Nancy Bragdon, filed a complaint in the fall of 2000 against The Georgetown to recover the overcharged amount, alleging breach of contract and fraud.[2] In August of 2001, nearly a year into the suit and only a month before the discovery deadline that had already been twice extended, appellant sought to amend her complaint to add another party and to add claims for negligence, breach of fiduciary duty, and punitive damages. The trial court denied the motion. A month later, appellant filed a motion to reconsider, which was also denied. In April of 2002, appellant again requested leave to amend her complaint to add the new counts and the claim for punitive damages, which was denied.[3] The trial court also refused to submit to the jury an instruction proffered by appellant regarding punitive damages.

On November 13, 2002, the jury returned a verdict against The Georgetown in the principal amount of $72,038.[4] The jury found that the plaintiff had proved by a preponderance of the evidence that The Georgetown had breached its contract with Dr. Wilmotte and had exerted undue influence *1169 upon him in connection with the 1989 rent increase. The jury found that the plaintiff had not proved by clear and convincing evidence that The Georgetown had committed fraud upon Dr. Wilmotte. Following the verdict, appellant filed a motion for prejudgment interest in the amount of $29,135.03 and an amended motion for prejudgment interest in the amount of $206,656.77, both of which were denied.

Although the partial victor, the personal representative takes an appeal, challenging (1) the trial court's refusal to award prejudgment interest on the verdict amount, and (2) the trial court's denial of the motion to amend the complaint to include punitive damages and its refusal to submit that issue to the jury.

II.

Appellant claims that she is entitled to prejudgment interest pursuant to D.C.Code § 15-108 (2001), which reads in its entirety as follows:

In an action in the United States District Court for the District of Columbia or the Superior Court of the District of Columbia to recover a liquidated debt on which interest is payable by contract or by law or usage the judgment for the plaintiff shall include interest on the principal debt from the time when it was due and payable, at the rate fixed by the contract, if any, until paid.

Neither party disputes that the overcharges here were a "liquidated debt."[5] The question is whether interest was payable thereon "by contract or by law or usage."

A.

Appellant first asserts that "interest is payable by contract," arguing the Admission Agreement itself should be read to provide for interest on overcharges. The Agreement is absolutely silent on the subject in any express terms. Appellant however directs us to the provision in the Agreement that "[f]or any rents received after the 10th of the month, there will be a 2% finance charge posted on the following month's bill."[6] Since any late payment was subject to a "finance charge" of 2%, appellant argues that implicitly the Agreement should be read to provide for a similar "finance charge" on overpayments.[7]

The trial court rejected this argument on the ground that the "finance charge" was not "interest," but rather a "late fee." The court also found no evidence that the "parties agreed to pay interest."[8]

*1170 Appellant directs us to Giant Food where we awarded prejudgment interest based on a contractual term providing for the payment of a 1½% monthly finance charge to Giant upon late payment by appellee, because, although termed a "finance charge" rather than "interest," "the contract term [was] a manifestation of the parties' agreement to compensate Giant for a delay in payment or for the credit extended." Giant Food, Inc. v. Jack I. Bender & Sons, 399 A.2d 1293, 1303 (D.C. 1979). Even assuming that the trial court was incorrect and that, as in Giant Food, the 2% finance charge is a provision for interest rather than a late fee, the question remains whether the express provision entitling The Georgetown to an interest payment on a delinquent rental payment by the resident also implicitly requires The Georgetown to pay the resident, here appellant, interest at that rate in the event of an overcharge. We cannot read such an implied provision into the Agreement.

"This jurisdiction follows what has been called the `objective' law of contracts, which generally means that `the written language embodying the terms of an agreement will govern the rights and liabilities of the parties, [regardless] of the intent of the parties at the time they entered into the contract, unless the written language is not susceptible of a clear and definite undertaking, or unless there is fraud, duress, or mutual mistake."' DSP Venture Group, Inc.

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Bragdon v. 2512 ASSOCIATES LTD. P'SHIP, 856 A.2d 1165 (D.C. 2004).

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