Ball v. Hubbard

Summary

The District of Columbia Court of Appeals reversed summary judgment for a residential buyer who defaulted on a $665,000 home purchase. The court held that neither the buyer's failure to form the LLC named as purchaser nor the seller's alleged failure to deliver TOPA documents was a condition precedent under the contract's plain terms: the 'to be formed' parenthetical created no condition, the integration clause barred contrary parol assertions, and the TOPA provision gave the buyer only an unexercised elective right to void after notice and a cure period. The court further held that the buyer, having signed for a nonexistent LLC with no capacity to contract, acted as a personally liable promoter unless the seller agreed to look solely to the LLC — a disputed factual question precluding summary judgment. The court reversed and remanded for further proceedings.