Breach of Contract in DC
The elements of a breach of contract claim in Washington, DC are: (1) a valid contract between the parties; (2) an obligation or duty arising out of the contract; (3) a breach of that duty; and (4) damages caused by breach. Tsintolas Realty Co. v. Mendez, 984 A.2d 181, 187 (D.C. 2009). Significantly, "one cannot breach a contract without breaching a particular obligation created under the contract. Jenkins v. Wash. Metro. Area Transit Auth., 808 F. Supp. 2d 154, 159 (D.D.C. 2011) (cleaned up).
Of particular importance, a plaintiff cannot maintain a breach of contract claim in DC without damages. Id. at 187. "Mere breach without proof of monetary loss is injuria absque damno, i.e., "a wrong which results in no loss or damage, and thus cannot sustain an action." Tsintolas, 984 A.2d at 187 (D.C. 2009) (cleaned up); see also Barros v. Gov't Emples. Ins. Co., 79 F. Supp. 3d 32, 36 (D.D.C. 2015).
A breach of contract action must be brought within three years of the claim’s accrual. D.C. Code § 12-301(7). “An action for breach of contract generally accrues at the time of the breach.” Wright v. Howard Univ., 60 A.3d 749, 751 (D.C. 2013). Although damages is an element of a breach of contract claim, “the absence of specific monetary injury does not prevent the accrual of a cause of action for breach of contract.” Id. at 753; see also Reynolds Metal Co. v. McCrea, 99 A.2d 84, 85 (1953).
If a contract or any clause thereof was “unconscionable at the time it was made the court may refuse to enforce the contract . . . .” D.C. Code 28:2-302. “The purpose of the unconscionability doctrine is to prevent oppression and unfair surprise. Thus a "contract may be unconscionable either because of the manner in which it was made or because of the substantive terms of the contract or, more frequently, because of a combination of both.” Urban Invest., Inc. v. Branham, 464 A.2d 93, 99 (D.C. 1983) (internal quotation marks and citation omitted). “Relief will be afforded because "the minds of the parties did not meet honestly and fairly without mistake or mutual misunderstanding, upon all the essential points involved.” Id. at 98 (D.C. 1983) (internal quotation marks and citation omitted).
“Unconscionability has generally been recognized to include an absence of meaningful choice on the part of one of the parties together with contract terms which are unreasonably favorable to the other party.” Williams v. Walker-Thomas Furniture Co., 350 F.2d 445, 449 (D.C. Cir. 1965) “Outlandish terms may be enough in themselves to make a contract unenforceable,” Bennett v. Fun & Fitness, Inc., 434 A.2d 476, 481 (D.C. 1981), as may “strictly drawn” terms.Davy v. Crawford, 147 F.2d 574, 575 (D.C. Cir. 1945).Moreover, one-sided terms which, in some circumstances, could be enforceable may combine in other instances with hard-sell tactics to result in an unconscionable bargain.” Bennett, 434 A.2d at 481 (internal quotation marks and citations omitted).
Sean Griffin litigates contract and fraud cases in Virginia, Maryland, and the District of Columbia. He may be reached by email at sgriffin@dykema.com or by phone at (202) 906-8703.