United States Court of Appeals

FOR THE DISTRICT OF COLUMBIA CIRCUIT

Argued November 15, 2022 Decided July 7, 2023

No. 22-7046

JONES LANG LASALLE BROKERAGE, INC.,

APPELLANT

v.

1441 L ASSOCIATES, LLC, DOING BUSINESS AS 1441 L STREET 

ASSOCIATES, LLC,

APPELLEE

Appeal from the United States District Court

for the District of Columbia

(No. 1:20-cv-03687)

Laura H. McNally argued the cause for appellant. With 

her on the brief was Michael E. Kenneally.

Alexander M. Laughlin argued the cause and filed the brief 

for appellee.

Before: SRINIVASAN, Chief Judge, MILLETT, Circuit 

Judge, and EDWARDS, Senior Circuit Judge.

Opinion for the Court filed by Chief Judge SRINIVASAN.
2

SRINIVASAN, Chief Judge: Jones Lang LaSalle Brokerage, 

Inc. (JLL) represented both parties to an agreement to lease 

property in northwest Washington, D.C. Because dual 

representations of that kind pose inherent conflicts of interest, 

the District of Columbia’s Brokerage Act required JLL to

obtain the written consent of all clients on both sides. 

JLL’s client on the landlord side of the transaction, 1441 L

Associates, LLC, declined to pay JLL’s commission. JLL then

brought this action to recover the commission. In defending 

against the suit, 1441 L argued that JLL, when disclosing its 

dual representation, failed to adhere to certain formatting 

specifications set out in the Brokerage Act that aim to highlight 

such a disclosure.

The district court granted summary judgment to 1441 L. 

In the court’s view, JLL’s failure to meet the formatting 

specifications described in the Act when disclosing its dual 

representation relieved 1441 L from having to pay JLL’s 

commission. We conclude, however, that the Act does not

invariably require adherence to those formatting specifications. 

Rather, the specifications go to whether the broker can gain an 

optional presumption that it secured the required written 

consent for its dual representation. Even without the benefit of 

that presumption, a broker can still demonstrate that it obtained

the requisite written consent. We vacate and remand for an 

assessment of whether JLL can make that showing in this case.

I.

A.

The Brokerage Act seeks to “protect the public against 

incompetence, fraud and deception in real estate transactions.” 

D.C. Code § 42-1701. Among other things, the Act addresses 

“dual representations,” which occur when a real estate broker 
3

represents parties on both sides of a real estate transaction. 

Dual representations pose inherent conflicts of interest 

because, when “a broker attempts to act for both sides, he is 

confronted with the impossible task of securing for each the 

most advantageous bargain possible.” Jenkins v. Strauss, 931 

A.2d 1026, 1034 (D.C. 2007) (quotation marks omitted) 

(quoting Urb. Invs., Inc. v. Branham, 464 A.2d 93, 96 (D.C. 

1983)). A “broker thus may not serve both parties to a 

transaction unless, under certain circumstances, the parties 

fully and freely have consented to the dual representation.” Id.

(quotation marks omitted) (quoting Urb. Invs., 464 A.2d at 96). 

In accordance with those principles, the Brokerage Act 

allows a broker to “act as a dual representative only with the 

written consent of all clients to the transaction.” D.C. Code 

§ 42-1703(i)(1); see also Jenkins, 931 A.2d at 1033. “Such 

written consent . . . shall be presumed to have been given as 

against any client who signs a disclosure as provided in this 

section.” D.C. Code § 42-1703(i)(1). “Such disclosure,” the 

Act’s next provision states, “may be given in combination with 

other disclosures or provided with other information, but if so, 

the disclosure must be conspicuous, printed in bold lettering, 

all capitals, underlined, or within a separate box.” Id.

§ 42-1703(i)(2). The Act then provides that “[a]ny disclosure 

which complies substantially in effect” with a model disclosure 

form “shall be deemed in compliance with this disclosure 

requirement.” Id. The model disclosure form clarifies that a

broker engaged in a dual representation generally “may not 

disclose to either client . . . any information that has been given 

to the dual representative by the other client within the 

confidence and trust of the brokerage relationship,” and 

confirms that the clients, “by signing,” “acknowledge their 

informed consent to the disclosed dual representation.” Id.
4

B.

In June 2016, 1441 L engaged JLL to secure a tenant for 

1441 L’s property at 1441 L Street, Northwest, in Washington, 

DC. Their exclusive leasing agreement authorized JLL to 

“cooperate with cooperating brokers, including representatives 

of JLL or its affiliates other than Project Team members.” The 

agreement provided that if JLL secured a tenant, 1441 L would 

pay JLL a commission based on the lease’s value. The 

agreement also incorporated a rider stating that 1441 L

acknowledged receipt from JLL of an “agency disclosure 

required by District of Columbia law to be given” to 1441 L by 

JLL. J.A. 31 (capitalization altered). That disclosure was 

contained in an attachment to the rider, and it “substantially 

mirror[ed]” the Brokerage Act’s model form, see Jones Lang 

LaSalle Brokerage, Inc. v. 1441 L Assocs., LLC, 597 

F. Supp. 3d 64, 70 (D.D.C. 2022) (JLL), but the spaces on the 

form for the clients’ and broker’s names and signatures 

remained blank.

The team of JLL brokers representing 1441 L eventually 

secured a tenant for 1441 L’s property. A separate team of JLL 

brokers represented the tenant. In December 2017, some eight 

months before finalization of the lease, 1441 L’s managing 

member sent to the JLL tenant team a letter confirming that 

1441 L would “recognize and compensate [JLL] as the broker 

for” its prospective tenant. J.A. 217. 1441 L and the tenant 

ultimately executed a twelve-year lease agreement.

In a provision of that lease agreement entitled “Broker,” 

1441 L and its tenant: memorialized that JLL was 

“representing and acting as the agent for both Landlord and 

Tenant”; “authorize[d] and consent[ed] to such dual agency”;

and “waive[d] any conflict of interest which may arise as a 

result thereof.” J.A. 114. Following execution of the lease
5

agreement, JLL sought payment of its commission from 

1441 L, but 1441 L refused to pay the full amount.

C.

JLL then filed this action against 1441 L. It asserted a 

single claim for breach of contract under District of Columbia 

law and sought payment of more than $750,000 in allegedly 

unpaid commissions.

The district court granted 1441 L’s motion for summary 

judgment. The court accepted 1441 L’s contention that JLL 

could not enforce 1441 L’s contractual promise to pay a 

commission because JLL had not disclosed its dual 

representation in the format set forth in section 42-1703(i)(2) 

of the Brokerage Act. See JLL, 597 F. Supp. 3d at 68–72. That 

provision speaks of a disclosure that is “conspicuous, printed 

in bold lettering, all capitals, underlined, or within a separate 

box.” D.C. Code § 42-1703(i)(2).

JLL timely brought this appeal.

II.

We review de novo the district court’s order granting 

summary judgment. Jeffries v. Barr, 965 F.3d 843, 859 (D.C. 

Cir. 2020). Because this case involves interpretation of the 

D.C. Code, we “aim ‘to achieve the same outcome we believe 

would result if the District of Columbia Court of Appeals 

considered this case.’” United States v. Johnson, 4 F.4th 116, 

120 (D.C. Cir. 2021) (quoting Novak v. Cap. Mgmt. & Dev. 

Corp., 452 F.3d 902, 907 (D.C. Cir. 2006)).

Section 42-1703(i) of the Brokerage Act addresses dual 

representations. It authorizes “[d]isclosed” dual 

representations under certain conditions. See D.C. Code 
6

§ 42-1703(i) (entitled “Disclosed dual . . . representation 

authorized”). 

The provision centrally at issue in this appeal is section 

42-1703(i)(2). It states in pertinent part: “Such disclosure may 

be given in combination with other disclosures or provided 

with other information, but if so, the disclosure must be 

conspicuous, printed in bold lettering, all capitals, underlined, 

or within a separate box.” Id. § 42-1703(i)(2). For ease of 

reference, we will refer to the phrase “conspicuous, printed in 

bold lettering, all capitals, underlined, or within a separate 

box,” id., as the “formatting specifications.” And we will refer 

to a disclosure “given in combination with other disclosures or 

provided with other information,” id., as a “non-standalone” 

disclosure. Under the terms of section 42-1703(i)(2), its

formatting specifications apply only to non-standalone 

disclosures.

Here, 1441 L contends that JLL disclosed its dual 

representation in a non-standalone disclosure but that the 

disclosure did not meet the formatting specifications—i.e., it 

was not “conspicuous, printed in bold lettering, all capitals, 

underlined, or within a separate box.” Id. The question we 

face is whether the Act invariably requires adherence to those 

formatting specifications whenever a broker discloses a dual 

representation in a non-standalone disclosure. If so, JLL 

necessarily failed to comply with the Act. If not—that is, if a 

broker disclosing a dual representation in a non-standalone 

disclosure can still meet the Act’s requirements even without

adhering to the formatting specifications—JLL might have 

complied with the Act, thereby retaining the ability to enforce 

its entitlement to a commission.

We conclude that the latter interpretation is correct. To see 

why, it is necessary to examine section 42-1703(i)(2)’s 
7

description of the formatting specifications in the context of the 

neighboring provisions. The statute contains an intricate set of 

interrelated provisions, whose meaning and import may not 

immediately leap off the page.

Section 42-1703(i) provides, in relevant part:

§ 42-1703. Duties of real estate brokers, salespersons, 

and property managers. . . .

(i) Disclosed dual or designated representation 

authorized. —

(1) A licensee may act as a dual 

representative only with the written consent 

of all clients to the transaction. Such written 

consent and disclosure of the brokerage 

relationship as required by this section shall 

be presumed to have been given as against 

any client who signs a disclosure as provided 

in this section.

(2) Such disclosure may be given in 

combination with other disclosures or 

provided with other information, but if so, 

the disclosure must be conspicuous, printed 

in bold lettering, all capitals, underlined, or 

within a separate box. Any disclosure which 

complies substantially in effect with the 

following [model disclosure form] shall be 

deemed in compliance with this disclosure 

requirement: [model disclosure form 

provisions]

Id. § 42-1703(i)(1)–(2). 
8

The first subsection, section 42-1703(i)(1), establishes the 

Brokerage Act’s basic requirement with respect to dual 

representations: that a broker “may act as a dual representative 

only with the written consent of all clients to the transaction.” 

Id. § 42-1703(i)(1). That written consent requirement 

necessarily encompasses an associated disclosure obligation: a 

would-be dual representative could not obtain a client’s written 

consent to a dual representation without disclosing the dual 

representation to which the client consents. Hence the title of 

section 42-1703(i): “Disclosed dual or designated 

representation authorized.” Id. § 42-1703(i) (emphasis added). 

(A “designated representation” is a specific way of 

implementing a dual representation as described later in section 

42-1703(i). See id. § 42-1703(i)(5)–(6).) In accordance with 

the recognition that consent to a dual representation necessarily 

requires disclosure of the dual representation, the District of 

Columbia Court of Appeals has observed that the Act may

require a broker to provide “written notice” of a dual 

representation to ensure that a client’s consent is “truly 

informed.” Jenkins, 931 A.2d at 1034. 

After the first sentence of section 42-1703(i)(1) sets out 

the written consent requirement, the provision’s second 

sentence adds: “Such written consent and disclosure of the 

brokerage relationship as required by this section shall be 

presumed to have been given as against any client who signs a 

disclosure as provided in this section.” D.C. Code 

§ 42-1703(i)(1) (emphasis added). The Act thus does not 

categorically require a broker involved in a dual representation

to obtain a signed “disclosure as provided in this section” from 

all clients. Instead, obtaining such a signed disclosure from a 

client establishes only a presumption that the written consent 

requirement has been satisfied with respect to that client.
9

The ensuing provision is section 42-1703(i)(2), the 

provision centrally at issue in this appeal. Its initial sentence, 

using the language we have seen, elaborates as follows on the 

preceding provision’s establishment of a presumption of 

written consent “against any client who signs a disclosure as 

provided in this section”: “Such disclosure may be given in 

combination with other disclosures or provided with other 

information, but if so, the disclosure must be conspicuous, 

printed in bold lettering, all capitals, underlined, or within a 

separate box.” Id. § 42-1703(i)(2). 

Understood in the context of the immediately preceding 

sentence, then, the “disclosure” addressed by that language—

i.e., the disclosure introduced by the words “[s]uch disclosure” 

at the outset of the provision, id.—is the signed “disclosure as 

provided in this section” that gives rise to the presumption of 

written consent, id. § 42-1703(i)(1). In that light, the 

formatting specifications set out in section 42-1703(i)(2) 

pertain to that disclosure and to triggering that presumption. 

And because the formatting specifications go only to triggering 

the presumption, nothing in section 42-1703(i)(2) mandates

adherence to the formatting specifications when a broker does 

not seek to take advantage of the presumption. Rather, a broker 

can satisfy the Act’s baseline requirement of written consent to

a dual representation (along with the necessarily-associated

disclosure obligation) despite its nonadherence to the 

formatting specifications.

In short, section 42-1703(i)(1) gives a broker disclosing a 

dual representation on a non-standalone basis an incentive to 

obtain from each client a signed disclosure meeting the

formatting specifications. But the choice whether to do so is 

left to the broker. The broker can opt to obtain a signed 

disclosure sufficient to trigger the presumption from all, some, 

or none of its clients involved. If the broker establishes the 
10

presumption with respect to a particular client, it can ease its 

burden of proving in future proceedings that it obtained “truly 

informed” consent to the dual representation from that client. 

See Jenkins, 931 A.2d at 1034; see also id. (broker must 

“disclose fully the dual nature of the relationship” to enable 

“full[] and free[]” consent to a dual representation (quotation 

marks omitted) (quoting Urb. Invs., 464 A.2d at 96)). But the 

Act allows for the possibility that a broker that fails to adhere 

to the formatting specifications—and thus fails to trigger the 

presumption—can still satisfy the Act’s obligation to obtain 

written (and informed) consent to a dual representation.

In arguing that the Act requires a broker giving a nonstandalone disclosure of a dual representation to adhere to the 

formatting specifications in all circumstances—not just when 

seeking to invoke the presumption—1441 L emphasizes that 

section 42-1703(i)(1) speaks of both “written consent and 

disclosure of the brokerage relationship as [being] required by 

this section.” D.C. Code § 42-1703(i)(1) (emphasis added). 

The apparent idea is that, if that “disclosure” is “required” 

regardless of the presumption, then compliance with the later 

language stating that a non-standalone “disclosure must be 

conspicuous, printed in bold lettering,” etc., id. 

§ 42-1703(i)(2), must also be required regardless of the 

presumption. In other words, the argument goes, the 

formatting specifications must be met whenever a broker gives 

a non-standalone disclosure of dual representation, not just 

when the broker seeks to make use of the presumption.

That argument, though, mistakenly assumes that the 

“disclosure of the brokerage relationship” mentioned in section 

42-1703(i)(1) concerns the same disclosure as the “disclosure 

[that] must be conspicuous” mentioned in section 

42-1703(i)(2). In fact, they are different. 
11

The “disclosure of the brokerage relationship” mentioned 

in section 42-1703(i)(1) refers to a distinct disclosure 

obligation set forth in the immediately preceding subsection, 

section 42-1703(h). Indeed, that subsection is entitled 

“Disclosure of brokerage relationship,” id. § 42-1703(h), 

precisely paralleling the “disclosure of the brokerage 

relationship” mentioned in section 42-1703(i)(1). The

“[d]isclosure of brokerage relationship” required by section 

42-1703(h)—and referenced in section 42-1703(i)(1)—applies 

to brokerage relationships generally, not just dual 

representations, and calls for disclosures to any non-clients 

with whom a broker discusses a property. See id.

§ 42-1703(h)(1)–(2). The terms of section 42-1703(h) also 

reinforce the link between the disclosure it addresses and the 

“disclosure of the brokerage relationship” later mentioned in 

section 42-1703(i)(1) by expressly cross-referencing the latter 

subsection. See id. § 42-1703(h)(1) (“Further, except as 

provided in subsection (i) of this section, such disclosure shall 

be made in writing at the earliest practical time . . . .”

(emphasis added)).

The relationship between the various provisions plays out 

in the following way. As an initial matter, a broker must 

always advise any potential client about their prospective 

brokerage relationship. See id. § 42-1703(f). And when 

discussing specific property with a non-client prospective 

buyer or seller, the broker must disclose to the non-client its 

brokerage relationship with a party to the transaction. See id. 

§ 42-1703(h)(1); see also id. § 42-1703(h)(2) (similar 

obligation in case of non-client prospective landlord or tenant). 

If the broker ultimately forms brokerage relationships with 

clients on both sides of the transaction, it must disclose its dual 

representation to all clients and obtain their written consent to 

the dual representation. See id. § 42-1703(i)(1). A client’s 

signature on the latter disclosure—labeled a “disclosure of dual 
12

representation” in the model disclosure form, id. 

§ 42-1703(i)(2) (capitalization altered)—establishes

presumptions that both the “written consent” required for dual 

representations by section 42-1703(i)(1) and the “disclosure of 

the brokerage relationship” more broadly required by section 

42-1703(h) “have been given as against” that client, id. 

§ 42-1703(i)(1). (The latter presumption would be relevant if 

the broker discussed the property with a now-client before the 

representation began, which would have implicated section 

42-1703(h)’s disclosure obligation.)

The upshot of all of this is that, contrary to 1441 L’s 

argument, the formatting specifications described in section 

42-1703(i)(2) pertain not to the broadly applicable “disclosure 

of the brokerage relationship” referenced in section 

42-1703(i)(1) and required by section 42-1703(h), but instead 

to the more particularized disclosure of dual representation 

that, if signed, triggers the presumption set out in section 

42-1703(i)(1). See id. Because the formatting specifications

accordingly go only to the presumption, noncompliance with 

them, even if rendering the presumption unavailable, does not 

necessarily mean noncompliance with the Act. And because 

the district court’s decision was grounded in an opposite 

understanding—that JLL’s noncompliance with the formatting 

specifications when disclosing its dual representation

necessarily demonstrated JLL’s noncompliance with the Act—

we must vacate the court’s grant of summary judgment and 

remand for further proceedings.

On remand, JLL will have the opportunity to show that, 

even if it failed to adhere to the formatting specifications and 

thus failed to qualify for the presumption of written consent, it 

still fulfilled the written consent requirement by obtaining 

1441 L’s “truly informed” written consent to the dual 

representation following “full[]” disclosure of “the dual nature 
13

of the relationship.” Jenkins, 931 A.2d at 1034; see D.C. Code 

§ 42-1703(n) (leaving “common law of agency relative to 

brokerage relationships in real estate transactions” unabrogated 

when it is consistent with the Act); Urb. Invs., 464 A.2d at 96 

(collecting cases). The district court can also address, if 

necessary, the proper remedy for any failure by JLL to comply 

with the Act.

* * * * *

For the foregoing reasons, we vacate the district court’s 

order granting summary judgment to 1441 L and remand for 

further proceedings consistent with this opinion.

So ordered.