# Brown v. Union Station Venture Corp. No. P-5

> District of Columbia Court of Appeals · April 8, 1999 · 727 A.2d 878

URL: https://www.frixlaw.com/law-library/cases/9693019

## Case

- **Full name:** Donald A. BROWN, Joseph B. Gildenhorn, Benjamin R. Jacobs, Robert H. Braunohler, Lewis Rumford, III, Michael J. Glosserman, Paul E. Taylor, Kenneth H. Simpson, Appellants, v. UNION STATION VENTURE CORPORATION NO. P-5, Appellee; JBG Union Station Limited Partnership, M-Street Limited Partnership, M-Rock Associates Limited Partnership, JBG Real Estate Associates, Station Rock, Inc., Appellants, v. Union Station Venture Corporation No. P-5, Appellee
- **Court:** District of Columbia Court of Appeals
- **Decided:** April 8, 1999
- **Citations:** 727 A.2d 878; 1999 D.C. App. LEXIS 82; 1999 WL 190485
- **Precedential status:** Published
- **Opinion:** Concurrence by Schwelb
- **Judges:** Schwelb, Reid, Pryor
- **Cited by:** 4 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/9693019

## How later opinions describe it (automated extraction)

- applying “plainly wrong” standard of review to trial court’s interpretation of ambiguous contract language requiring consideration of extrinsic evidence of parties’ intent

## Opinion text

SCHWELB, Associate Judge,
concurring:
I join the judgment and opinion of the court. I add a few words, however, regarding the question whether the cap in the Agreement on JBG’s liability applies to counsel fees.
Paragraph 31(P) of the Agreement provides that “Notwithstanding the other provisions of this Agreement to the contrary, nothing herein subjects PARTNER to personal liability to OHIO in excess of ... TEN MILLION DOLLARS less [certain cash contributions by PARTNER].” The language of this paragraph, as the court points out, is unqualified.
The trial judge was fully aware of this provision. He concluded, however, that
the cap contained in the Agreement relates specifically to the requirements of the Agreement itself and not to attorneys’ fees and costs. Typically, an attorneys’ fees provision would not be included in any calculation of amounts owed under a contract. If the attorneys’ fees were meant to be limited in any manner, the parties would have so stated in the attorneys’ fees provisions of the Agreement and the Guaranty.
In my opinion, the judge’s view is not at all unreasonable. The parties have cited no authority, however, and I am aware of none, to support the proposition that an otherwise absolute cap should be construed as excluding counsel fees. No testimony was offered as to the practice in the business community or as to any negotiations relating to paragraph 31(P). I find the issue to be a very close one, but I am not prepared to say that my colleagues are wrong in their reading of the Agreement as a whole.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/9693019. Public record. Not legal advice.