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DISTRICT OF COLUMBIA COURT OF APPEALS

No. 17-CV-681

MARGARET WILLIAMS, ET AL., APPELLANTS,

v.

JAMES C. KENNEDY, ET AL., APPELLEES.

Appeal from the Superior Court

of the District of Columbia

(CAR-4028-16)

(Hon. Brian F. Holeman, Trial Judge)

(Argued December 21, 2018 Decided July 11, 2019)

Charles Gormly for appellants.

Dorene Haney for appellees.

David Carpman, Rachel A. Rintelmann, and Jonathan H. Levy were on the 

brief for the Legal Aid Society of the District of Columbia, amicus curiae in support 

of appellants.

Joel Cohn, Dennis Taylor, Amir Sadeghy, and Umar Ahmed were on the brief 

for the District of Columbia Office of the Tenant Advocate, amicus curiae in support 

of neither party.

Karl A. Racine, Attorney General for the District of Columbia, Loren L. 

AliKhan, Solicitor General, Caroline S. Van Zile, Deputy Solicitor General, and Lucy 

E. Pittman were on the brief for the District of Columbia, amicus curiae in support 

of appellees.
2

Before GLICKMAN and MCLEESE, Associate Judges, and NEBEKER, Senior 

Judge.

MCLEESE, Associate Judge: Under the Tenant Opportunity to Purchase Act 

of 1980 (TOPA), D.C. Code § 42-3404.01 et seq. (2012 Repl. & 2018 Supp.), tenants 

have certain rights if the owner of a rental accommodation wishes to sell the 

accommodation, including a right to notice and a right of first refusal. Appellant 

Margaret Williams is a tenant in a four-unit housing accommodation. Appellees 

James C. Kennedy, Clara Kennedy, and Victor Robinson (“owners”) have an interest 

in the accommodation. Ms. Williams claims that she was denied her TOPA rights 

in connection with a transaction in 2015 and a proposed transaction in 2016. The 

trial court granted summary judgment to the owners, ruling that both transactions

were not covered by TOPA. We affirm.

I. Background

Except as noted, the following facts appear to be undisputed. In 1986, Mr. 

Kennedy, Barbara Martin, and Mr. Robinson formed a partnership for the purpose 

of purchasing and operating the accommodation. The partnership agreement granted 

Mr. Kennedy and Ms. Martin 40% interests in the partnership and Mr. Robinson a 
3

20% interest in the partnership. In the same year, Mr. Kennedy, Ms. Martin, and 

Mr. Robinson purchased the accommodation. The deed of sale specified that Mr. 

Kennedy and his wife had a 40% undivided interest in the accommodation as tenants 

by the entirety; Ms. Martin and her husband had a 40% undivided interest as tenants 

by the entirety; and Mr. Robinson had a 20% undivided interest. 

In 2004, Ms. Martin, whose husband had passed away, quitclaimed her 40% 

interest in the accommodation to Mr. and Ms. Kennedy. Although it appears that 

the partnership agreement was amended in 2004, that amended partnership 

agreement is not part of the record in this court. In 2015, the Kennedys and Mr. 

Robinson executed a deed conveying some of the Kennedys’ interest in the

accommodation to Mr. Robinson, leaving Mr. Robinson with an undivided 85% 

interest in the accommodation and the Kennedys with an undivided 15% interest in 

the accommodation, as tenants by the entirety. The tenants of the accommodation 

were not given notice of the 2015 transaction. 

Finally, in 2016, the Kennedys decided to transfer their remaining interest in 

the accommodation to Mr. Robinson. They provided Ms. Williams with notice of 

that proposed transaction, but took the position that the transaction was not covered 

by TOPA. 
4

Ms. Williams sued, claiming that the 2015 transaction and the proposed 2016 

transaction were sales covered by TOPA and that she had been denied her rights 

under TOPA. Ms. Williams had assigned TOPA rights to Christopher Hauser and 

Michael Kiefer, and they also are plaintiffs. (For purposes of this appeal, nothing 

turns on this assignment, so for ease of reference we hereinafter use “Ms. Williams” 

to refer to the plaintiffs.) The owners moved for summary judgment, arguing that 

the transactions at issue were not sales within the meaning of TOPA. The trial court 

agreed and granted summary judgment to the owners. 

II. Standard of Review

“To prevail on a motion for summary judgment, a party must demonstrate that 

there is no genuine issue of material fact and that it is entitled to judgment as a matter 

of law.” Bartel v. Bank of Am. Corp., 128 A.3d 1043, 1045 (D.C. 2015) (brackets 

and internal quotation marks omitted). “This court’s review of orders granting 

summary judgment is de novo, with the court conducting an independent review of 

the record and applying the same substantive standard used by the trial court. We 

construe the record in the light most favorable to the party opposing summary 

judgment.” Id. 
5

We decide issues of statutory interpretation de novo. Facebook, Inc. v. Wint, 

199 A.3d 625, 628 (D.C. 2019). “We first look to see whether the statutory language 

at issue is plain and admits of no more than one meaning. We will give effect to the 

plain meaning of a statute when the language is unambiguous and does not produce 

an absurd result.” Id. (citation and internal quotation marks omitted). We also 

consider statutory context and structure, evident legislative purpose, and the 

potential consequences of adopting a given interpretation. E.g., J.P. v. District of 

Columbia, 189 A.3d 212, 219 (D.C. 2018); Cherry v. District of Columbia, 164 A.3d 

922, 928 (D.C. 2017); Frey v. United States, 137 A.3d 1000, 1004 (D.C. 2016). “We 

may also look to the legislative history to ensure that our interpretation is consistent 

with legislative intent.” Facebook, 199 A.3d at 628 (internal quotation marks and 

brackets omitted).

As we interpret the provisions of TOPA, we are mindful of the D.C. Council’s 

directive that the “purposes of [TOPA] favor resolution of ambiguity by . . . a court 

toward the end of strengthening the legal rights of tenants or tenant organizations to 

the maximum extent permissible under law.” D.C. Code § 42-3405.11. We also 

give weight to TOPA’s stated purpose of “strengthen[ing] the bargaining position of 

tenants . . . without unduly interfering with the rights of property owners to the due 
6

process of law.” D.C. Code § 42-3401.02.

III. Analysis

The parties dispute whether the accommodation is properly understood to be 

owned by individuals or instead by the partnership. We begin by assuming for 

current purposes that Ms. Williams is correct that the accommodation has at all times 

been owned by individuals. Proceeding from that assumption, we hold that the 

transactions at issue are not sales within the meaning of TOPA, because the 

transactions only affected the relative interests of the preexisting owners and did not 

result in a new third party obtaining an interest in the accommodation. (We note, 

however, that for essentially the reasons that follow, we would reach the same 

conclusion if the accommodation were viewed instead as having been owned by a 

partnership or a joint venture.)

A. Statutory Language

It is undisputed that Ms. Williams had rights under TOPA only if the 

transactions at issue were sales within the meaning of TOPA. TOPA does not 

contain a general definition of the terms “sell” or “sale.” Rather, TOPA has three 
7

more specific provisions addressing the meaning of those terms. First, TOPA 

provides that the terms “sell” or “sale” 

include, but are not limited to, the execution of any 

agreement pursuant to which the owner of the housing 

accommodation agrees to some, but not all, of the 

following:

(1) Relinquishes possession of the property;

(2) Extends an option to purchase the property for a 

sum certain at the end of the assignment, lease, or 

encumbrance and provides that a portion of the payments 

received pursuant to the agreement is to be applied to the 

purchase price;

(3) Assigns all rights and interests in all contracts 

that relate to the property;

(4) Requires that the costs of all taxes and other 

government charges assessed and levied against the 

property during the term of the agreement are to be paid 

by the lessee either directly or through a surcharge paid to 

the owner;

(5) Extends an option to purchase an ownership 

interest in the property, which may be exercised at any 

time after execution of the agreement but shall be 

exercised before the expiration of the agreement; and

(6) Requires the assignee or lessee to maintain 

personal injury and property damage liability insurance on 

the property that names the owner as the additional 

insured.

D.C. Code § 42-3404.02(b).
8

Second, TOPA provides that the terms “sell” or “sale” include 

(A) A master lease which meets some, but not all, of the 

factors described in subsection (b) of this section or which 

is similar in effect; and

(B)(i) The transfer of an ownership interest in a 

corporation, partnership, limited liability company, 

association, trust, or other entity which owns an 

accommodation as its sole or principal asset, which, in 

effect, results in the transfer of the accommodation 

pursuant to subsection (a) of this section.

D.C. Code § 42-3404.02(c)(1).

Finally, TOPA provides a list of transactions that do not constitute a sale under 

TOPA. D.C. Code § 42-3404.02(c)(2). 

None of these provisions specifically addresses transactions in which multiple 

individual owners reallocate their interests in an accommodation but do not bring in 

a new owner. Other provisions of TOPA, however, indicate that such transactions 

are not sales for purposes of TOPA. Specifically, key substantive rights under 

TOPA are explicitly tied to the involvement of a third party in the transaction at 

issue. See, e.g., D.C. Code §§ 42-3404.08 (tenants have right of first refusal during 

fifteen days after owner has provided tenants with “a valid sales contract to purchase 

by a third party”), -3404.04 (rights of third parties to purchase are conditional on 
9

exercise of tenants’ rights under TOPA); -3404.05(a)(1) (owner must offer to sell to 

tenant on terms “at least as favorable as th[ose] offered to a third party”). It would 

be odd for TOPA to consider transactions as sales for purposes of TOPA if those 

transactions do not give rise to substantive rights under TOPA.

In theory, one could argue that a transaction between two preexisting 

individual owners of an accommodation is a third-party sale, with the three parties 

being the selling owner, the buying owner, and the tenant. We do not find that theory 

plausible. Although this court does not appear to have squarely addressed the issue, 

authority from other jurisdictions appears to uniformly hold that a transaction 

between two individual co-owners is not a third-party transaction triggering rights 

such as a right of first refusal. See, e.g., Rucker Props., L.L.C. v. Friday, 204 P.3d 

671, 675-76 (Kan. Ct. App. 2009) (“Several other states have addressed the issue of 

whether a sale or transfer of property between co-owners triggers a right of first 

refusal, and those states have concluded that there must be a transfer for value to a 

third party to trigger such a clause.”) (citing numerous cases); Pellandini v. Valadao, 

7 Cal. Rptr. 3d 413, 415-18 (Ct. App. 2003) (same; citing cases).

For these reasons, we conclude that TOPA’s text supports a conclusion that 

transactions in which multiple individual owners reallocate their interests in an 
10

accommodation but do not bring in a new owner are not sales within the meaning of 

TOPA.

B. Legislative History

Three aspects of TOPA’s legislative history point to the same conclusion. 

First, the Committee Report on the bill that became TOPA explicitly described 

TOPA as “requir[ing] the owner with an intent to sell [the] accommodation to a third 

party, to first offer the accommodation to the tenant or tenants.” D.C. Council, 

Report on Bill 3-222 at 5 (May 13, 1980); see also id. at 7 (“This section requires 

the owner prior to sale of the accommodation to a third party to first make a bonafide 

offer of sale to the tenant.”). 

Second, the Council on at least two occasions has considered amending TOPA 

to broaden the meaning of “sale” and “sell” in ways that might well have reached at 

least some transactions among preexisting individual owners. D.C. Council, Report 

on Bill 10-243 at 9 & Attachment B at 6 (Feb. 22, 1994) (proposed amendment 

providing that “the term ‘sell’ or ‘sale’ includes any change in fundamental control 

of ownership of the accommodation”); D.C. Council, Report on Bill 16-50 at 2, 13,

Attachment at 2 (Mar. 11, 2005) (discussing proposed amendment that would 
11

“afford[] tenants the opportunity to purchase when the transfer of a controlling 

economic interest in a real estate transaction takes place”). Those proposals 

generated opposition. Report on Bill 10-243 at 4 (summarizing opposition); Report 

on Bill 16-50 at 9 (same). In each case the Council ultimately adopted narrower 

language that, as previously noted, does not by its terms reach transactions among 

preexisting individual owners. D.C. Council, Proposed Amendment to Bill 10-243 

at 1-2 (May 3, 1994) (“The generality of the term ‘change in fundamental control of 

ownership’ may be overly broad and may cause unforeseen problems in the 

market.”; proposing narrower language adopted in D.C. Law 11-31, § 3(i), 42 D.C. 

Reg. 3239 (Sept. 6, 1995) (now codified as amended at D.C. Code § 42-

3404.02(c)(1)(B)(i))); D.C. Law 16-15, § 2(b), 52 D.C. Reg. 6885 (July 22, 2005) 

(now codified at D.C. Code § 42-3404.02(b), (c)).

Third, in connection with recent amendments to TOPA, the Council once 

again indicated its understanding that the TOPA right of first refusal is limited to 

transactions that involve a third party. D.C. Council, Report on Bill 22-315 at 2 

(Feb. 23, 2018) (“TOPA requires that owners of residential properties give the tenant 

an opportunity to purchase the accommodation at a price and terms which represent 

a bona fide offer of sale before they may transfer the property to a third-party.”)

(internal quotation marks omitted).
12

The Office of the Tenant Advocate (OTA) relies on a passage in the legislative 

history of D.C. Law 16-15 that, according to OTA, indicates that the Council viewed 

TOPA as applicable to “any transfer of a controlling economic interest in property.” 

Report on Bill 16-50 at 6. In fact, that passage merely summarizes Councilmember 

Graham’s opening statement describing the bill as introduced. Id. As we have 

explained, Bill 16-50 was not enacted as introduced. D.C. Law 16-15 as enacted 

makes no reference to the concept of “controlling economic interest.”

We conclude that, taken as a whole, TOPA’s legislative history provides 

substantial additional support for the conclusion that transactions in which multiple 

individual owners reallocate their interests in an accommodation but do not bring in 

a new owner are not sales within the meaning of TOPA.

C. Prior Case Law

This Court has not squarely decided a TOPA case involving a transaction in 

which multiple individual owners reallocate their interests in an accommodation but 

do not bring in a new owner. Several of our TOPA cases addressing other scenarios, 

however, point in favor of the conclusion that such transactions are not sales for 
13

purposes of TOPA. First, we have indicated that -- barring statutory language or 

legislative history dictating otherwise -- this court should interpret TOPA’s statutory 

right of first refusal in light of the principles applicable to contractual rights of first 

refusal. Wallasey Tenants Ass’n, Inc. v. Varner, 892 A.2d 1135, 1141 (D.C. 2006). 

As we have previously noted, the judicial authority involving contractual rights of 

first refusal points against finding a right of refusal under TOPA in the circumstances 

of this case.

Second, our TOPA cases appear to reflect an assumption that rights under 

TOPA are triggered only if there is a sale to a third party. See, e.g., Richman Towers 

Tenants’ Ass’n, Inc. v. Richman Towers, 17 A.3d 590, 604 (D.C. 2011) (“[W]hen 

the original owner of a rental accommodation transfers absolute title to another 

entity, and when he or she does so pursuant to an overarching agreement as a result 

of which a third party obtains an interest in the accommodation, then a sale has 

occurred for purposes of TOPA.”); Waterside Towers Resident Ass’n Inc. v. Trilon 

Plaza Co., 2 A.3d 1084, 1085 (D.C. 2010) (TOPA provides tenants with “a right of 

first refusal when the owner has received an acceptable purchase offer from a third 
14

party”).

D. Policy Considerations

We also consider the practical consequences of including or excluding from 

TOPA transactions in which multiple individual owners reallocate their interests in 

an accommodation but do not bring in a new owner. See generally, e.g., Expedia, 

Inc. v. District of Columbia, 120 A.3d 623, 637 (D.C. 2015) (“[T]he rules of statutory 

interpretation in general . . . require consideration of practical consequences when 

determining a reasonable construction of the District’s . . . law. . . . [T]he 

reasonableness of a construction can often be tested by considering the consequences 

of a different one.”) (internal quotation marks omitted). We see two significant 

practical concerns that would arise if TOPA were construed to reach such 

transactions. 

First, there would be a difficult line-drawing question: which transactions 

among multiple preexisting owners should be covered? Ms. Williams and amici 

appear to suggest that such transactions would be covered under TOPA if they 

resulted in the transfer of a controlling interest in the accommodation. There is no 

direct textual support in TOPA for that position, however, so it is unclear what the 
15

precise doctrinal basis would be for that approach. Moreover, as amicus OTA 

acknowledges, determining whether a given transaction (or set of transactions) 

transferred a controlling interest in a property can be a complicated and uncertain 

task. In fact, as we have noted, ante Section III.B, such concerns appear to have led 

the Council to twice forego adopting a controlling-interest approach to the terms 

“sell” and “sale” under TOPA.

Focusing on Ms. Williams’s theory that this accommodation has at all times 

been held by individuals, applying a controlling-interest test would necessitate 

inquiry into principles of real-property law. For example, Ms. Williams assumes 

that whether an individual has a controlling interest in real property turns on the 

percentages of that individual’s undivided interest in the property. Although this 

court does not appear to have law on the topic, there is authority for the conclusion 

that, to the contrary, joint owners of undivided real property may have equivalent 

rights to control of the property even if their interests are unequal. See, e.g., In re 

Sturman, 222 B.R. 694, 709 (Bankr. S.D.N.Y. 1998) (“Each tenant in common, 

regardless of the percentage of his or her interest, has an equal right to possession of 

the real property in which he or she owns his or her undivided interest.”); State v. 

Singley, 709 S.E.2d 603, 606 (S.C. 2011) (same).
16

Perhaps one could look in addition to the actual conduct of the owners with 

respect to the accommodation, or to agreements among the owners -- such as the 

partnership agreement in this case -- to further determine which owner had what 

degree of legal or factual control over the accommodation at what times. Such 

additional inquiries, however, would further complicate matters. With respect to the 

partnership agreement in this case, for example, Ms. Williams appears to assume 

that the existence of a controlling interest turns on the percentage of the partnership 

share. That is not clear either in general or with respect to the original partnership 

agreement in this case. See D.C. Code § 29-604.01(l) (2013 Repl.) (“A difference 

arising as to a matter in the ordinary course of business of a partnership shall be 

decided by a majority of the partners.”); 1986 P’ship Agmt. at 4 (providing that, in 

absence of consensus among partners, “the majority will rule”).

In our view, these complications and uncertainties argue against interpreting 

TOPA to apply to transactions in which multiple individual owners reallocate their 

interests in an accommodation but do not bring in a new owner. Cf. Richman 

Towers, 17 A.3d at 615 (rejecting proposed interpretation of TOPA in part because 

“the statute as so construed would not be workable”); see generally Republic of 

Sudan v. Harrison, 139 S. Ct. 1048, 1061 (2019) (“The difficult line-drawing 
17

problems that flow from respondents’ interpretation of § 1608(a)(3) counsel in favor 

of maintaining a clear, administrable rule.”).

Second, we share the owners’ concern that applying TOPA to transactions

such as those at issue in this case would place undesirable burdens on small groups 

of individuals that wish to join together to own rental accommodations. Whatever 

the precise form of ownership, if TOPA applies to transactions adjusting the owners’ 

interests in an accommodation but not bringing in any new owner, then tenants might 

be able to compel membership in a partnership or joint venture or to force partition 

or sale of the accommodation over the objection of the other remaining owners. See, 

e.g., D.C. Code § 16-2901(a) (2012 Repl.) (addressing right of tenant in common to 

obtain partition or sale of real property); Arthur v. District of Columbia, 857 A.2d 

473, 487 (D.C. 2004) (stating that “a cotenant enjoys a unilateral right of partition”). 

E. Ms. Williams’s Objections

Taken together, the foregoing considerations in our view strongly support the 

conclusion that TOPA does not apply to transactions in which multiple individual 

owners reallocate their interests in an accommodation but do not bring in a new 

owner. We are not persuaded by Ms. Williams’s contrary arguments.
18

We address three remaining objections raised by Ms. Williams. First, Ms. 

Williams suggests that the transactions at issue qualify as sales under TOPA because 

they involved a “relinquish[ment] of possession” of the accommodation. D.C. Code 

§ 42-3404.02(b)(1). It is true that at least the 2016 proposed transaction involved a 

relinquishment of possession, because the Kennedys proposed to completely give up

their interest in the accommodation. But TOPA does not provide that all such 

relinquishments are sales for purposes of TOPA. Rather, TOPA identifies 

relinquishment of possession as one of a number of factors that in combination may 

qualify a transaction as a sale for purposes of TOPA. D.C. Code § 42-3404.02(b)(1) 

(“‘sell’ or ‘sale’ include, but are not limited to, the execution of any agreement 

pursuant to which the owner of the housing accommodation agrees to some, but not 

all, of the following”; listing six factors) (emphasis added). Moreover, it would be 

absurd to treat all relinquishments of possession as a sale under TOPA, because then 

it would be a sale under TOPA each time the owner of an accommodation leased the 

accommodation to a tenant. 

Second, Ms. Williams argues that applying TOPA to transactions such as 

those at issue in this case is necessary to avoid abuses of TOPA by owners who 

might creatively structure transactions to circumvent TOPA. We do not agree. For 
19

the reasons we have stated, we conclude that TOPA should not be construed to reach 

transactions in which multiple individual owners reallocate their interests in an 

accommodation but do not bring in a new owner. We do not see how that narrow 

ruling could permit the clever structuring of transactions to frustrate TOPA in the 

future. The matter might be otherwise if we were also holding TOPA inapplicable 

to transactions in which one or more new owners are introduced, but we expressly 

limit our holding in this case to transactions in which no new owner is introduced. 

Third, Ms. Williams points out that applying TOPA to transactions such as 

those at issue in this case would advance one of TOPA’s purposes: “strengthen[ing]

the bargaining position of tenants.” D.C. Code § 42-3401.02. That is true. But for 

the reasons we have stated, we conclude that the interpretation of TOPA advocated 

by Ms. Williams is unambiguously foreclosed as a matter of law. TOPA itself makes 

clear that the Council’s interest in benefitting the interest of tenants must yield when 

TOPA unambiguously requires a different result. D.C. Code § 42-3405.11 

(directing courts to “resol[ve] ambiguity” in TOPA provisions so as to benefit 

tenants to “the maximum extent permissible under law”).

For the foregoing reasons, we conclude as a matter of law that the transactions 

at issue in this case were not sales within the meaning of TOPA. We therefore affirm 
20

the judgment of the Superior Court.

So ordered.