Indeed, there appears to be little or no difference between District of Columbia and federal common law on the subject. In re Antioch Univ., 482 A.2d 133, 136 (D.C. 1984) (quoting Alyeska Pipeline Serv. Co. v. Wilderness Soc'y, supra note 50, 421 U.S. at 258-259, 95 S.Ct. at 1622, 44 L.Ed.2d at 154 (citation omitted)); see also Zapata v. Zapata, 499 A.2d 905, 910 (D.C. 1985); Wisconsin Ave. Assocs. v. 2720 Wis. Ave. Coop. Ass'n, 441 A.2d 956, 968 (D.C.), cert. denied, 459 U.S. 827, 103 S.Ct. 62, 74 L.Ed.2d 64 (1982); American Fed'n of State, County Mun. Employees v. Ball, 439 A.2d 514, 514-515 (D.C. 1981); Bay Gen. Indus. v. Johnson, 418 A.2d 1050, 1057-1058 n. 20 (D.C. 1980).Cahn v. Antioch Univ., supra note 56, 482 A.2d at 133 (quoting 1901 Wyo. Ave. Coop. Ass'n v. Lee, 345 A.2d 456, 464-465 (D.C. 1975) (citation omitted)); see Wisconsin Ave. Assocs. v. 2720 Wis. Ave. Coop. Ass'n, supra note 104, 441 A.2d at 968; American Fed'n of State, County Mun. Employees v. Ball, supra note 104, 439 A.2d at 516; see also F.D. Rich Co. v. United States ex rel. Indus. Lumber Co., supra note 100, 417 U.S. at 129, 94 S.Ct. at 2165, 40 L.Ed.2d at 714.
See Wisconsin Ave. Assocs., Inc. v. 2720 Wisconsin Ave.Coop. Ass'n, Inc. , 441 A.2d 956, 965 (D.C. 1982) ; Singer v. Shannon & Luchs Co. , 779 F.2d 69, 71 (D.C. Cir. 1985) (stating "it is clear that even when a party is entitled to attorneys' fees under the terms of a contract, it may nonetheless be denied an award if it is unsuccessful on the merits of its claim."); Fleming v. Carroll Pub. Co. , 581 A.2d 1219, 1228 (D.C. 1990). In arguing that they should be allowed to recover fees in full, Djourabchi and Welt relied on Barron & Newburger, P.C. v. Texas Skyline, Ltd. (In re Woerner) , 783 F.3d 266, 277 (5th Cir. 2015), in which the court held that 11 U.S.C. § 330 "explicitly contemplates compensation for attorneys whose services were reasonable when rendered but which ultimately may fail to produce an actual, material benefit."
See supra note 11 and accompanying text. Furthermore, we note that the trial court's calculations reveal that the damages awarded reflect the entire fair market rental value of the unit up to its sale (less several months of allowable down time). In addressing the duty to rent, the trial court appeared to rely on the fiduciary relationship which exists "between a cooperative corporation and the shareholder-tenants of the corporation," citing Wisconsin Ave. Assoc., Inc. v. 2720 Wisconsin Ave. Coop. Assoc., Inc., 441 A.2d 956, 963 (D.C.), cert. denied, 459 U.S. 827 (1982), and not to any significant degree on the court order requiring Watergate to cooperate in the sale. Even assuming Barclays was fully subrogated to the Tsakos' rights as shareholder-tenants (as the court presumably did, without discussion), we are aware of no authority to support the broad proposition that a cooperative corporation has some ill-defined common law fiduciary duty to rent an apartment for the sole benefit of a defaulting member prior to sale.
Although the evaluation of this provision appears to be a question of first impression, other courts have recognized the need for careful judicial scrutiny when a developer totally dominates the Trust and effectively attempts to act as its fiduciary. See Raven's Cove Townhomes, Inc. v. Knuppe Development Co., 114 Cal.App.3d 783, 171 Cal.Rptr. 334 (1981); Wisconsin Avenue Associates, Inc. v. 2720 Wisconsin Avenue Cooperative Association, Inc., 441 A.2d 956, 964 (D.C.Ct.App. 1982). If this provision had been enacted by the unit owners to protect their elected Trustees from liability, it may survive judicial scrutiny.
Under D.C. law, contractual provisions providing for the indemnification of attorney's fees are generally enforceable in accordance with the intentions of the contracting parties, unless enforcement would be contrary to public policy. Wisconsin Ave. Assocs. v. 2720 Wisconsin Ave. Coop. Ass'n, 441 A.2d 956, 964-65 (D.C. 1982); FDIC v. Bender, 1997 WL 582901, *3 (D.C. Cir. Sept. 23, 1997). "Whether an attorneys fees award is available is a matter of contract interpretation by the trial judge, unless there is an ambiguity that needs to be resolved to determine the intention of the parties.
The District of Columbia Court of Appeals, however, has recently noted that "[w]here the merit or necessity of the creditor's claim or defense is successfully challenged, courts may decline to enforce attorney's fee provisions." Wisconsin Ave. Assocs., Inc. v. 2720 Wisconsin Ave. Coop. Ass'n, Inc., 441 A.2d 956, 965 (D.C. 1982) (quoting Manchester Gardens, Inc. v. Great West Life Assurance Co., 205 F.2d 872, 878 (D.C. Cir. 1953)), cert. denied, 459 U.S. 827, 103 S.Ct. 62, 74 L.Ed.2d 64 (1982). Cf. First Atlantic Bldg. Corp. v. Neubauer Constr. Co., 352 So.2d 103, 106 (Fla.Dist.Ct.App. 1977); D.A. Tompkins Co. v. Monticello Cotton Oil Co., 137 Fed. 625, 631 (C.C.S.D.Ga. 1905); Tyler v. Walker, 47 S.W. 424, 424, 101 Tenn. 306, 308-09 (1898).
The Plaintiffs have also not advanced any argument as to why such a relationship might exist. The only case cited by Plaintiffs in support of their argument, Wisconsin Avenue Associates, Inc. v. 2720 Wisconsin Avenue Cooperative Association, 441 A.2d 956 (D.C. 1982), is inapposite. Indeed, that case involved the fiduciary duties owed by developers and directors of a cooperative housing association, i.e. agents of the cooperative, to the cooperative and its members—not the duties owed by the organization to its members.
The term nominal damages means "a trivial sum—usually one cent or one dollar—awarded to a plaintiff whose legal right has been technically violated but who has proved no real damage." Chesapeake & Potomac Tel. Co. v. Clay , 194 F.2d 888, 889 (D.C.Cir.1952) ; see also Patel v. Howard Univ. , 896 F.Supp. 199, 204–05 (D.D.C.1995) (identifying $1.00 as the "appropriate amount for nominal damages" in the District of Columbia) (citing Wisconsin Ave. Assocs. Inc. v. 2720 Wisconsin Ave. Coop. Ass'n, Inc. , 441 A.2d 956, 961 (D.C.1982) ). In such a case, "the injury ... is breach itself, and nominal damages suffice to state a claim under D.C. contract law, ... which applies to federal district courts sitting in diversity."
An appropriate amount for nominal damages is one dollar. SeeFCE Benefit Adm'rs, Inc. v. George Washington Univ., 209 F.Supp.2d 232, 243 (D.D.C.2002) (citing Patel v. Howard Univ., 896 F.Supp. 199, 205 (D.D.C.1995); Wisconsin Ave. Assocs., Inc. v. 2720 Wisconsin Ave. Coop. Ass'n, 441 A.2d 956, 961 (D.C.1982)). I. VALID CONTRACT
Bailes, 444 F.2d 1241. Similarly, the court in Wisconsin Avenue Associates, Inc. v. 2720 Wisconsin Avenue Cooperative Association, 441 A.2d 956, 963 (D.C.App. 1982) held that "promoters of a corporation stand in a fiduciary relation to both the corporation and its stockholders, which requires them to act with the utmost good faith and to disclose fully all material facts to both the corporation and its stockholders." Furthermore, in Public Investment Ltd. v. Bandeirante Corp., 740 F.2d 1222, 1235 (D.C. Cir. 1984), the court held "it has long been settled law that the promoter of a corporation owes that corporation a fiduciary duty.