DTLD, LLC v. Power Station Limited Partnership; JPMorgan Chase Bank, Nat. Ass'n v. DTLD, LLC, et

CourtDistrict of Columbia Court of Appeals
DecidedFebruary 12, 2026
Docket24-CV-1163 & 24-CV-1173
StatusPublished

This text of DTLD, LLC v. Power Station Limited Partnership; JPMorgan Chase Bank, Nat. Ass'n v. DTLD, LLC, et (DTLD, LLC v. Power Station Limited Partnership; JPMorgan Chase Bank, Nat. Ass'n v. DTLD, LLC, et) is published on Counsel Stack Legal Research, covering District of Columbia Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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DTLD, LLC v. Power Station Limited Partnership; JPMorgan Chase Bank, Nat. Ass'n v. DTLD, LLC, et, (D.C. 2026).

Opinion

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DISTRICT OF COLUMBIA COURT OF APPEALS

No. 24-CV-1163

DTLD, LLC, et al., APPELLANTS,

V.

POWER STATION LIMITED PARTNERSHIP, et al., APPELLEES.

&

No. 24-CV-1173

JPMORGAN CHASE BANK, N.A., APPELLANT,

DTLD, LLC, et al., APPELLEES.

Appeals from the Superior Court of the District of Columbia (2023-CAB-006784)

(Hon. Carl E. Ross, Motions Judge)

(Argued December 2, 2025 Decided February 12, 2026)

James T. Bacon for appellants DTLD, LLC, and Iraklion, LLC.

Eric S. Lammers, with whom Corey Zoldan was on the brief, for appellees Power Station Limited Partnership, Southern Building Associates, LLP, 15th and H Street Associates, LLP, and SJG Properties, LLC.

Jessica L. Farmer, with whom Zachary Lundgren was on the brief, for appellant JPMorgan Chase Bank, N.A. 2

Before EASTERLY and SHANKER, Associate Judges, and THOMPSON, Senior Judge.

THOMPSON, Senior Judge: The underlying issue in these consolidated appeals

is the enforceability of a restrictive covenant that limits the use of an alleyway parcel

of real property (the Property) formerly owned by appellee Power Station Limited

Partnership (Power Station) and now owned by appellant DTLD, LLC (DTLD).

When Power Station sold the Property in 2008, it included in the (recorded) deed a

perpetual restrictive covenant that prohibited the Property from being used as a

nightclub. Nearly fifteen years later, in 2023, appellant DTLD purchased the

Property at an auction and subsequently leased it to appellant Iraklion, LLC

(Iraklion), which has obtained a provisional alcoholic beverage license to operate a

nightclub at the Property. In November 2023, Power Station and neighboring

property owners filed a complaint for injunctive and declaratory relief to enforce the

covenant and, after discovery, filed a motion for summary judgment. This appeal

followed after the trial court entered summary judgment in favor of the plaintiffs and

denied defendants’ cross-motion. Separately, JPMorgan Chase Bank, NA

(JPMorgan), filed a motion to intervene in the litigation, which the trial court denied

as moot. JPMorgan has appealed the denial of its intervention motion. For the

foregoing reasons, we affirm the grant of summary judgment and the order

dismissing the intervention motion as moot. 3

I.

The Property is located in a mixed-use zone within the District of Columbia’s

Central Business District, where there is a mixture of office, retail, residential,

entertainment, and other establishments, including other nightclubs. The Property

address is 1412 I Street, N.W., but the Property is “located entirely within a network

of public alleyways and has no frontage on any public street.” Vehicular access to

the property is limited to a twenty-foot-wide alley running between 14th and 15th

Streets, a ten-foot-wide alley running perpendicular to the previous alley, and a

private driveway owned by JPMorgan that directly abuts the Property to the west.

Patrons of the Property must enter and exit through the alleyways.

Most recently, the Property has been used as an office building. However,

prior to 2008, a nightclub known as the Zei Club operated at the Property. During

the period of its operation, there were fights and other violence in the alley outside

the nightclub, including a 1998 near-fatal beating of a patron who had exited the Zei

Club, which culminated in litigation that was resolved in 2009. 1

1 See generally Novak v. Capital Mgmt. & Dev. Corp., 570 F.3d 305 (D.C. Cir. 2009); Novak v. Capital Mgmt. & Dev. Corp., 452 F.3d 902, 904 (D.C. Cir. 2006). 4

After the Zei Club closed, Power Station, which owned the Property at the

time, was particularly concerned about the continued operation of a nightclub at the

secluded, narrow-alleyway location, given the risks of loitering, violence, and crime

and the challenges the location and patron lines present for access by emergency,

delivery, and service vehicles. Power Station asserts that it rejected potential lessees

that wanted to open another nightclub in the Property, believing that such a use

would disrupt neighboring properties and cause the value of other surrounding

properties it owns to decrease in value. Power Station ultimately agreed to sell the

Property when the buyer agreed to a restriction that would preclude such a use. On

or about January 15, 2008, Power Station transferred ownership of the Property by

a Special Warranty Deed (the “2008 Deed”) containing a restrictive covenant that

by its terms was “expressly made for the benefit of [g]rantor, and any successor in

interest to the owners of real properties located in Square 220,” was expressly made

“binding upon the [g]rantee and any successor in interest thereto,” and states in

relevant part: “In no event shall there be conducted at the Property any nightclub or

discotheque nor any other establishment which distributes or sells alcoholic

beverages after midnight.”

The Property was sold again in 2015 to a subsequent buyer, which used it as

an office space. In 2023, appellant DTLD, the current owner, purchased the Property

at an auction. Bidders at the auction were informed about the restrictive covenant, 5

and DTLD admits it knew about it. After purchasing the Property, DTLD entered

into an agreement with co-appellant Iraklion to operate a nightclub on the Property,

and on July 28, 2023, the two entities submitted an application to the Alcoholic

Beverage and Cannabis Board (the ABC Board or the Board) to transfer to the

Property a Retailer’s Class CN license, which permits nude dancing. According to

appellants, the proposed nightclub “is likely to feature” nude dancing and “Vegas-

style” shows and would have a total occupancy of 1,200, seating for 675 patrons,

and the following hours of operation: 8:00 AM to 3:00 AM on Sunday through

Thursday; and 8:00 AM to 4:00 AM on Friday and Saturday.

The CN-license transfer application was the subject of much controversy. The

ABC Board’s inquiry with respect to the license-transfer application was whether

the transfer would have “an adverse impact on the peace, order, and quiet; residential

parking and vehicular and pedestrian safety; and real property values of the area

located within 1,200 feet of the establishment.” During a protest hearing that

spanned two days, opponents of the license transfer expressed fears about the

disruptive nature of a nightclub, the undesirable noise levels, the potential for

conflicts between vehicles and pedestrians, the risk of crime or violence, and other

adverse effects on property value and the general neighborhood. JPMorgan, which

owns property in Square 220, participated in the hearing, explaining that the

nightclub could adversely disrupt its own (next-door to 1412 I Street) operations 6

given its proximity to the Property and the possibility of nightclub patrons using

JPMorgan’s private driveway. The ABC Board declined to consider evidence or

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Related

Novak v. Capital Management & Development Corp.
452 F.3d 902 (D.C. Circuit, 2006)
Novak v. CAPITAL MANAGEMENT AND DEVELOPMENT CORP.
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Capitol Hill Restoration Society v. Zoning Commission
380 A.2d 174 (District of Columbia Court of Appeals, 1977)
Foundation for Preservation of Historic Georgetown v. Arnold
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Citizens Ass'n of Georgetown v. ZON. COM'N, ETC.
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M. A. P. v. Ryan
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Wilfred Welsh v. McNeil & Elliott
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Meckler v. Baugh
53 A.2d 695 (District of Columbia Court of Appeals, 1947)
Wallace v. Eckert, Seamans, Cherin & Mellott, LLC
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Castleman v. Avignone
12 F.2d 326 (D.C. Circuit, 1926)
Jameson v. Brown
109 F.2d 830 (D.C. Circuit, 1939)
McNeil v. Gary
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