UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA ORGANIZATION OF CHINESE AMERICANS, INC. D/B/A OCA-ASIAN PACIFIC AMERICAN ADVOCATES et al., Civil Action No. 22-178 (BAH) Plaintiffs, Chief Judge Beryl A. Howell v. MICHAEL DOUGLAS DAMRON, et al., Defendants. MEMORANDUM OPINION This case arises from a botched real estate transaction. The plaintiffs, Organization of Chinese Americans, Inc., d/b/a OCA–Asian Pacific American Advocates, and OCA Property LLC (collectively “OCA”), bring numerous state law claims against their real estate brokers and lawyers: (1) G&E Real Estate Inc., d/b/a Newmark, and its employees Michael Damron and Christopher Lucey (collectively, “the Brokers”), and (2) Mark Moorstein and his law firm, Offit Kurman P.C. and P.A. (collectively, “the Lawyers”). The Brokers allegedly misrepresented the rentable square footage of OCA’s commercial property located at 18th Street N.W. in Washington, D.C., and the Lawyers allegedly committed malpractice in failing properly to advise OCA when OCA contracted to sell the property and in providing OCA conflicted representation in the ensuing litigation over that sale. Now, both groups of defendants seek dismissal of the Complaint with prejudice under Federal Rule of Civil Procedure 12(b)(6). See generally Defs. Brokers’ Mot. Dismiss (“Brokers’ Mot.”), ECF No. 20; Defs. Brokers’ Mem. Supp. Mot. Dismiss (“Brokers’ Mem.”), ECF No. 20-1; Defs. Lawyers’ Mot. Dismiss (“Lawyers’ Mot.”), ECF No. 19; Defs. Lawyers’ Mem. Supp. Mot. Dismiss (“Lawyers’ Mem.”), 1 ECF No. 19-1. For the reasons explained below, the Brokers’ Motion is denied, and the Lawyers’ Motion is granted in part and denied in part. I. BACKGROUND Plaintiffs are suing the professionals who brokered the 2017 sale of their historic Dupont Circle building located at 18th Street N.W. in downtown D.C., which sale resulted in plaintiffs receiving only two-thirds of the expected purchase price due to an apparent misunderstanding regarding the size of the building. In 2016, when deciding to sell the property, OCA had owned the building for approximately ten years. See Defs. Lawyers’ Notice of Removal of a Civil Action (“Not. of Removal”), Ex. A (“Compl.”) ¶¶ 10, 12, ECF 1-1. To find a buyer, OCA retained the Brokers following discussions, in which Damron had represented that the Brokers would work to “maximize the sale price” and “devote all of [their] resources to get [OCA] the results [it] desire[s].” Id. ¶¶ 12–13. In December of 2016, OCA and the Brokers executed both an Exclusive Representation Agreement and a Listing Agreement (together, the “Brokerage Agreements”). 1 Id. ¶ 13. The listing agreement defined the Brokers’ “Scope of Work” as including a duty to: (1) “analyze all reasonable options and make recommendations;” (2) “provide market data;” (3) “research and advise OCA in its negotiations with prospective purchasers;” (4) “conduct tours of the Property with prospective purchasers;” and (5) “work with legal counsel in the negotiations requested by 1 Although plaintiffs did not attach either the Exclusive Representation Agreement or the Listing Agreement to the Complaint nor their briefing regarding the Motions to Dismiss, see generally Compl., the Court may nonetheless consider the agreements, which were …
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