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DISTRICT OF COLUMBIA COURT OF APPEALS
No. 23-CV-0108
KIDS HOLDINGS, INC., APPELLANT,
v.
CORDIA HINOJOSA, APPELLEE.
On Appeal from the Superior Court of the District of Columbia (2018-CA-005961-R(RP))
(Hon. Yvonne Williams, Trial Judge)
(Submitted October 16, 2023 Decided March 21, 2024)
Ian G. Thomas and Tracy L. Buck were on the brief for appellant.
Tyler Jay King was on the brief for appellee.
Before BECKWITH AND MCLEESE, ∗ Associate Judges, and THOMPSON, Senior Judge.
MCLEESE, Associate Judge: Appellant Kids Holdings, Inc. challenges an order
that (1) granted appellee Cordia Hinojosa relief from a judgment in Kids Holdings’s
∗ Associate Judge AliKhan was originally assigned to this case. Following her appointment to the U.S. District Court for the District of Columbia, effective December 12, 2023, Associate Judge McLeese has been assigned to take her place on the division. 2
favor on the basis that Kids Holdings was not registered to do business in the District
of Columbia; and (2) for that reason, quashed a writ that the Superior Court had
issued to permit Kids Holdings to force the sale of real property owned by
Ms. Hinojosa in order to satisfy the judgment. We vacate the order of the Superior
Court and remand for further proceedings.
I. Factual and Procedural Background
The following facts appear to be undisputed. Kids Holdings filed an action
alleging that Ms. Hinojosa had defaulted under a loan to finance the purchase of a
parcel of real property. The trial court entered judgment for Kids Holdings in 2019,
and this court affirmed that judgment in 2022.
Kids Holdings then began collection efforts, and the Superior Court issued a
writ directing that Ms. Hinojosa’s property be sold to satisfy the judgment.
Ms. Hinojosa filed a motion to quash the writ, which included a request that the
judgment be vacated under Super. Ct. Civ. R. 60(b). In support of the latter request,
Ms. Hinojosa argued that Kids Holdings was not registered to do business in the
District and therefore could not maintain an action in Superior Court. See D.C. Code
§ 29-105.02 (requiring certain business entities doing business in D.C. to register
with the Mayor and providing that entities that fail to register as required “may not
maintain an action or proceeding in the District”). 3
For the same reason, Ms. Hinojosa argued that the trial court should quash the
writ. Ms. Hinojosa also objected to the issuance of the writ on the merits, arguing
that the real property at issue was exempt from attachment because it was her home.
Kids Holdings opposed the request that the trial court vacate the judgment,
arguing that the request was untimely. Kids Holdings also disputed Ms. Hinojosa’s
argument that the property at issue was exempt from attachment.
The trial court granted “full relief” from the 2019 judgment, pursuant to Rule
60(b)(6). The trial court did not decide whether Section 29-105.02 establishes a
jurisdictional prerequisite to entering a judgment. Instead, the court concluded that
the registration requirement in Section 29-105.02 is not waivable, and Ms. Hinojosa
therefore was entitled to relief from the judgment even though Ms. Hinojosa had not
raised Kids Holdings’s lack of registration before judgment was entered. For the
same reason, the trial court granted the motion to quash the writ. Kids Holdings
moved for reconsideration of the trial court’s order, and the trial court denied that
motion. 4
II. Analysis
A. Timeliness of the Notice of Appeal
Ms. Hinojosa argues that the notice of appeal was untimely filed. We
disagree.
The trial court issued the order granting relief from the judgment and quashing
the writ on November 9, 2022. Kids Holdings filed a motion to reconsider that ruling
on November 15, 2022. The trial court denied that motion on January 19, 2023.
Kids Holdings noted this appeal on February 10, 2023.
Generally, a notice of appeal in a civil case must be filed within thirty days
after entry of judgment. D.C. App. R. 4(a)(1). That time period is tolled, however,
if the party timely files certain post-judgment motions in the Superior Court. D.C.
App. R. 4(a)(4). Kids Holdings’s motion to reconsider did not cite a specific court
rule, but in substance it was a motion to vacate, alter, or amend the judgment under
Super. Ct. Civ. R. 59(e). Such a motion is timely if filed within twenty-eight days
after entry of judgment. Id. Kids Holdings’s motion therefore was timely and
operated to toll the time period within which Kids Holdings could file a notice of
appeal. After the trial court denied the motion, Kids Holdings had thirty days to note 5
its appeal. D.C. App. R. 4(a)(4). Kids Holdings’s notice of appeal therefore was
timely.
B. Subject-Matter Jurisdiction
Ms. Hinojosa argues that the registration requirement under
Section 29-105.02 goes to the trial court’s subject-matter jurisdiction. We hold as a
matter of law that lack of registration under Section 29-105.02 does not affect the
subject-matter jurisdiction of the Superior Court. See generally, e.g., Grayson v.
AT&T Corp., 15 A.3d 219, 228 (D.C. 2011) (en banc) (“Whether the trial court has
subject matter jurisdiction is a question of law which this court reviews de novo.”)
(internal quotation marks omitted).
“Subject matter jurisdiction concerns the court’s authority to adjudicate the
type of controversy presented by the case under consideration.” Davis & Assocs. v.
Williams, 892 A.2d 1144, 1148 (D.C. 2006) (internal quotation marks omitted). The
Superior Court is “a court of general jurisdiction with the power to adjudicate any
civil action at law or in equity involving local law.” King v. Kidd, 640 A.2d 656,
661 (D.C. 1993) (internal quotation marks omitted). “Unless the legislature has
divested the Superior Court of jurisdiction of a particular subject matter through
enactment of legislation, the court has general jurisdiction . . . over common law 6
claims for relief.” Id. The complaint in this case alleged a breach of contract, which
falls within the subject-matter jurisdiction of the Superior Court.
As Ms. Hinojosa notes, however, Section 29-105.02 prohibits entities that
have not properly registered to do business in the District from maintaining an action
in the courts of the District. The question is whether that prohibition deprives the
Superior Court of subject-matter jurisdiction to hear a case or instead imposes a non-
jurisdictional disability on the unregistered company. We hold the latter.
“[W]e have stressed that . . . statutory restrictions on authority are generally
non-jurisdictional unless the legislature clearly meant for noncompliance to have
jurisdictional consequences.” Fraternal Ord. of Police/Metro. Police Dep’t Lab.
Comm. v. D.C. Metro. Police Dep’t, 277 A.3d 1272, 1279 (D.C. 2022) (ellipsis and
internal quotation marks omitted). That approach reflects the “drastic consequences
that accompany a jurisdictional label, and a belief that the legislature does not
impose [those consequences] lightly.” Id. (internal quotation marks omitted). “For
example, . . . jurisdictional constraints cannot be relaxed for equitable reasons[,]
[n]or can they be waived or forfeited . . . .” Id. (citations and internal quotation
marks omitted).
This court has not previously decided whether Section 29-105.02 goes to the
subject-matter jurisdiction of the Superior Court. We have, however, previously 7
decided a case involving a similar statute that precluded a party who had not paid
certain fees or penalties from “maintain[ing] . . . any action” in the District until the
fees had been paid. York & York Constr. Co. v. Alexander, 296 A.2d 710, 711 (D.C.
1972) (internal quotation marks omitted). This court held that that statute did not
require dismissal of pending litigation or bar reinstatement of a dismissed action if
the necessary fees were paid. Id. at 713-15. That holding implies that the court was
not treating the statute at issue as jurisdictional in character, because the lack of
subject-matter jurisdiction at the time of the filing of a complaint generally cannot
be remedied by later developments. See, e.g., Brown v. Hines-Williams, 2 A.3d
1077, 1080 (D.C. 2010) (“Whether a court acquires subject-matter jurisdiction over
a case depends on the facts relevant to such jurisdiction as of the time the court’s
jurisdiction is invoked, e.g., the date on which a suit is filed.”); cf. Grupo Dataflux
v. Atlas Glob. Grp., L.P., 541 U.S. 567, 570 (2004) (“It has long been the case that
the jurisdiction of the court depends upon the state of things at the time of the action
brought.”; change of citizenship of party after action was filed did not remedy lack
of diversity at time action was filed) (internal quotation marks omitted).
In reaching its holding, York relied on federal decisions interpreting a D.C.
Code provision even more similar to Section 29-105.02. York, 296 A.2d at 713-14
(discussing, e.g., Hill-Lanham, Inc. v. Lightview Dev. Corp., 163 F. Supp. 475, 476
(D.D.C. 1957) (interpreting provision stating that corporation that transacted 8
business in the District without certificate of authority could not “maintain an action”
in the District until corporation obtained certificate of authority)). As we explained
in York, “[t]he vast majority of courts interpret statutes which preclude maintaining
an action until there is compliance with certain state requirements as meaning that
compliance after an action has commenced is sufficient to enable the corporation to
proceed with its suit.” 296 A.2d at 714 (internal quotation marks omitted). In other
words, “non-compliance [with such provisions] is a mere temporary disability and,
therefore, capable of obviation at any stage of the proceedings.” Hill-Lanham, 163
F. Supp. at 476.
Essentially for the reasons stated in York and Hill-Lanham, we hold that the
registration requirement under Section 29-105.02 does not go to the Superior Court’s
subject-matter jurisdiction.
C. Forfeiture
The trial court concluded that “an entity’s unregistered status is a non-
waivable [defense] that may be raised at any time.” We disagree.
In general, defenses are forfeited if not timely raised before judgment. See,
e.g., Mitchell v. Gales, 61 A.3d 678, 683-87 (D.C. 2013) (“The affirmative defense
of res judicata is subject, like other affirmative defenses, to waiver if not raised in 9
the answer or timely asserted thereafter.”) (brackets, ellipsis, and internal quotation
marks omitted). We note that, although our cases sometimes refer to untimely raised
arguments or defenses as having been waived, our more recent practice is to refer to
such arguments or defenses as having been forfeited. See, e.g., Massey v. Massey,
210 A.3d 148, 151 n.4 (D.C. 2019) (Failure to raise a defense in a timely manner is
“better characterized as . . . forfeiture.”; “Whereas forfeiture is the failure to make
the timely assertion of a right, waiver is the intentional relinquishment or
abandonment of a known right.”) (internal quotation marks omitted).
The general requirement that defenses be timely raised before judgment
reflects the strong interest in the finality of judgments. See, e.g., Mitchell, 61 A.3d
at 684 (“A fundamental principle of litigation that has been stressed in a variety of
contexts is the importance of finality.”) (internal quotation marks omitted); see also,
e.g., Clement v. D.C. Dep’t of Hum. Servs., 629 A.2d 1215, 1219 (D.C. 1993) (“[T]he
purpose of [Super. Ct. Civ. R.] 60(b) is to respect the finality of judgments by
providing post-judgment relief only under exceptional circumstances, in unusual and
extraordinary situations justifying an exception to the overriding policy of finality,
or where the judgment may work an extreme and undue hardship.”) (citations
omitted). 10
We see no adequate reason to give special treatment to the affirmative defense
of a business entity’s lack of registration under Section 29-105.02. Although this
court has not previously addressed whether lack of registration under Section
29-105.02 can be forfeited if not timely raised, we have treated a very similar defense
as “waived” because not timely raised. See Tenants of Minn. Gardens, Inc. v. D.C.
Rental Hous. Comm’n, 570 A.2d 1194, 1196 (D.C. 1990) (tenants “waived” defense
that landlord lacked certificate of authority to do business in D.C., by failing to raise
defense before administrative agency; “In cases where a party brings an action which
it has no legal authority to file, . . . a court will not void the proceeding after the fact.
In such cases, the opposing party must ordinarily bring the defect to the attention of
the court at the time the action is filed.”). For the same reason, we hold that lack of
registration under Section 29-105.02 can be forfeited if not raised in a timely manner.
In concluding to the contrary that lack of registration under Section 29-105.02
can be raised at any time, the trial court relied on HVAC Specialist, Inc. v. Dominion
Mechanical Contractors, Inc., 201 A.3d 1205 (D.C. 2019). We view HVAC as
significantly different from the present case.
HVAC held that a defense based on a subcontractor’s lack of a required license
to perform air-conditioning and refrigeration work was not “waivable.” 201 A.3d at
1209-12. HVAC acknowledged that such defenses usually must be raised in a timely 11
manner. Id. at 1211. HVAC held, however, that the particular licensing requirement
at issue fell within a “public policy exception” because the licensing requirement
was intended to “protect public health, safety or welfare, or to assure the public that
persons engaged in such occupations or professions have the specialized skills or
training required to perform the services offered.” Id. at 1210 (quoting D.C. Code
§ 47-2853.04(a)).
The registration requirement in Section 29-105.02 is very different from the
licensing requirement at issue in HVAC. Section 29-105.02 generally requires
entities conducting business in the District to register in order to “bring such
corporations under the supervision and the regulation of public officials . . . to the
end that the public may have the same information respecting their background and
financial standing . . . which is demanded of domestic corporations, and as a
consequence, also to render them amenable to ordinary legal process.” Hill-Lanham,
163 F. Supp. at 476. Section 29-105.02’s registration requirement, therefore,
appears to encourage transparency and facilitate legal redress, not to directly protect
public health and safety.
The contrast between general business-registration requirements such as
Section 29-105.02 and public-safety licensing requirements is illustrated by the
difference in how strictly those requirements are enforced. As we have noted, 12
general business-registration requirements can often be satisfied retroactively, so
that a lawsuit filed by an unregistered business can proceed or be reinstated if the
business subsequently registers. York, 296 A.2d at 714. In contrast, public-safety
licensing requirements are strictly enforced, even where such enforcement “may
appear to be harsh and disproportionate.” HVAC, 201 A.3d at 1210. Thus, for
example, contracts entered into by a contractor who lacks such a license are treated
as void and unenforceable, and such contractors can neither recover in contract or
be compensated for the value of the work that was done, even if the other party was
aware of the contractor’s lack of a license. Id. Moreover, the subsequent obtaining
of a proper license does not legitimize work done during the period when the
contractor lacked the required license. See, e.g., Holiday Homes, Inc. v. Briley, 122
A.2d 229, 230-32 (D.C. 1956) (architect was not entitled to recover for work done
during period during which required license had lapsed).
For the foregoing reasons, we conclude that HVAC does not govern this case
and that instead Ms. Hinojosa forfeited the defense of Kids Holdings’s lack of
registration by failing to raise that defense before judgment in this case.
D. Relief from Judgment Under Super. Ct. Civ. R. 60(b)(6)
The trial court granted full relief from judgment under Super. Ct. Civ.
R. 60(b)(6). We review that ruling to determine whether the trial court acted within 13
the scope of its discretion. E.g., Puckrein v. Jenkins, 884 A.2d 46, 60 (D.C. 2005).
A court acts outside the scope of discretion when “it makes an error of law.”
Wendemu v. Tesema, 304 A.3d 953, 960 (D.C. 2023) (internal quotation marks
omitted).
The trial court vacated the judgment based entirely on the legal conclusion
that Kids Holdings’s lack of registration was an unwaivable defense that warranted
relief from the judgment even though Ms. Hinojosa did not raise that defense before
judgment. For the reasons we have explained, we disagree with that legal
conclusion. Ordinarily, we would remand the case for the trial court to exercise its
discretion based on correct legal principles. See, e.g., Long v. United States, 83 A.3d
369, 383 (D.C. 2013) (“Where a judge, in exercising . . . discretion, has
misapprehended the applicable legal principles, we often remand the case for
reconsideration under the correct standards.”) (ellipsis and internal quotation marks
omitted). Such a remand is not necessary, however, “if we can discern from the
record only one permissible option.” K.H., Sr. v. R.H., 935 A.2d 328, 335 (D.C.
2007). We reach that conclusion in the present case, because we see no permissible
basis for the trial court to vacate the judgment based solely on Kids Holdings’s lack
of registration. We note that Kids Holdings disputes that it was doing business in
the District so as to be subject to the registration requirement, but we have no need
to address that argument. 14
Ms. Hinojosa did not challenge Kids Holdings’s lack of registration until over
three years after final judgment. Ms. Hinojosa has not presented a reason for the
three-year delay in raising the issue, instead arguing only that Rule 60(b)(6) is “not
subject to time limits.” To the contrary, however, relief under Rule 60(b)(6) must
be sought “within a reasonable time” after the date of final judgment. Super. Ct.
Civ. R. 60(c)(1); see also Pioneer Inv. Servs. Co. v. Brunswick Assocs. Ltd. P’ship,
507 U.S. 380, 393 (1993) (“To justify relief under subsection (6), a party must show
extraordinary circumstances suggesting that the party is faultless in the delay.”)
(internal quotation marks omitted); Carrasco v. Thomas D. Walsh, Inc., 988 A.2d
471, 476 (D.C. 2010) (“[T]he passage of a year may render a [Rule 60(b)(6)] motion
untimely absent compelling reasons for the delay.”) (internal quotation marks
“Rule 60(b)(6) is properly invoked in extraordinary circumstances or where a
judgment may work an extreme and undue hardship . . . .” Hudson v. Shapiro, 917
A.2d 77, 85 (D.C. 2007) (internal quotation marks omitted). For the foregoing
reasons, we conclude as a matter of law that Kids Holdings’s failure to register does
not provide a permissible basis upon which to grant relief from judgment under Rule
60(b)(6) in this case. 15
E. Voidness Under Rule 60(b)(4)
Ms. Hinojosa argues that the judgment should also be vacated under Super.
Ct. Civ. R. 60(b)(4) (void judgments may be set aside). Ms. Hinojosa rests this
argument on the theory that the judgment was void because Kids Holdings’s failure
to register deprived the Superior Court of subject-matter jurisdiction. For reasons
we have already explained, however, we hold that Kids Holdings’s failure to register
did not deprive the Superior Court of jurisdiction. We therefore hold as a matter of
law that Rule 60(b)(4) provides no basis upon which to grant relief from judgment.
F. Fraud
Ms. Hinojosa also argues that the judgment should be set aside under Super.
Ct. Civ. R. 60(d)(2), which recognizes the trial court’s authority to “set aside a
judgment for fraud on the court.” Specifically, Ms. Hinojosa argues that Kids
Holdings committed a fraud upon the court by falsely claiming, in connection with
the effort to enforce the judgment, that the property at issue was not Ms. Hinojosa’s
home, when in fact Kids Holdings knew that the property was Ms. Hinojosa’s home
and was therefore exempt from attachment. We do not address that issue, however,
nor do we address the factual question whether Kids Holdings in fact committed
fraud on the trial court. Because the trial court granted relief to Ms. Hinojosa on
other grounds, the trial court did not address Ms. Hinojosa’s argument that Kids 16
Holdings had committed fraud upon the court. We leave that issue to be addressed
by the trial court in the first instance on remand.
G. Motion to Quash
As previously noted, the trial court granted the motion to quash for the sole
reason that Kids Holdings’s failure to register was an unwaivable defense that
entitled Ms. Hinojosa to relief from the judgment. The trial court therefore did not
address other arguments raised by the parties with respect to the motion to quash. In
light of our holding that Kids Holdings’s failure to register was not an unwaivable
defense entitling Ms. Hinojosa to relief from the judgment, we vacate the trial
court’s order granting the motion to quash the writ and remand for further
proceedings with respect to that motion.
For the foregoing reasons, the judgment of the Superior Court granting relief
from judgment and quashing the writ is vacated, and the case is remanded for further
proceedings.
So ordered.