Notice: This opinion is subject to formal revision before publication in the 

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volumes go to press. 

DISTRICT OF COLUMBIA COURT OF APPEALS

Nos. 18-CV-1178 & 19-CV-490

CHARLES M. MARTIN, APPELLANT,

v.

SANTORINI CAPITAL, LLC, ET AL., APPELLEES.

Appeal from the Superior Court of the 

District of Columbia

(CAB-5462-18)

(Hon. Elizabeth C. Wingo, Trial Judge)

(Submitted October 2, 2019 Decided August 27, 2020)

Charles M. Martin, pro se.

Roger C. Simmons was on the brief for appellees Santorini Capital, LLC, 

Steven S. Snider, R. Michael Kuehn, Jeffrey Mertz, and William Leahy.

Lindsay A. Thompson and Thomas F. Murphy were on the brief for appellee

Richard L. Sugarman.

Before BLACKBURNE-RIGSBY, Chief Judge, BECKWITH, Associate Judge, and 

RUIZ, Senior Judge.

BLACKBURNE-RIGSBY, Chief Judge: Appellant Charles M. Martin appeals the 

trial court’s dismissal of his complaint alleging various wrongdoings by Santorini 

Capital, LLC (“Santorini”), its members Steven S. Snider and R. Michael Kuehn, its 
2

employee Jeffrey B. Mertz, and its attorneys William F. Leahy and Richard L. 

Sugarman. For the most part, appellant’s complaint alleged that appellees’ wrongful

actions caused harms to the ownership interests in several real properties, which 

were owned by several limited liability companies (“LLCs”). However, he named 

himself in his individual capacity as the plaintiff. Rule 17(a)(1) of the Superior Court 

Rules of Civil Procedure requires that actions “must be prosecuted in the name of 

the real party in interest.” Although appellant owned and controlled the LLCs, 

corporate law recognizes that the LLCs own the real properties at issue, not 

appellant, and therefore they are the real parties in interest. Because appellant failed 

to prosecute these claims on behalf of the real parties in interest, i.e., the LLCs, and 

because appellant did not substitute those parties into the case within a reasonable 

time, we conclude that the trial court did not err in dismissing those causes of action

to the extent that appellant’s complaint alleged damages to the ownership interests 

in the real properties. The trial court erred, however, in dismissing his breach of 

contract claim to the extent that his claim alleged a direct harm to himself that was

independent of any injury to any LLC’s ownership interests. The trial court also 

properly dismissed appellant’s intentional infliction of financial distress and 

defamation claims for failure to state a claim. In turn, the trial court also properly 
3

dismissed lis pendens notices that appellant filed on the real properties at issue. We 

therefore affirm in part, reverse in part, and remand for further proceedings.

1

I. Factual and Procedural History

Appellant’s complaint makes the following allegations. Between November 

2016 and March 2017, Santorini issued approximately nine loans to LLCs owned 

and controlled by appellant for the purposes of purchasing, renovating, and selling 

several pieces of real property that those LLCs owned.2 Appellant guaranteed each 

of the loans in his individual capacity. The LLCs subsequently defaulted on the 

loans, and, in May 2018, Santorini – through counsel Sugarman – filed foreclosure 

notices on the relevant LLC-owned real properties. To prevent foreclosure and 

ensure loan repayment, the LLC-property owners, appellant, and Santorini entered 

into a Loan Modification Agreement on June 20, 2018 (the “Agreement”). Pursuant 

to the Agreement, the LLCs and appellant (as guarantor of the loans) agreed to repay 

 

1

 We sua sponte consolidate appellant’s separate appeal, No. 19-CV-490, 

which seeks reversal of the trial court’s order denying his motion for a stay pending 

appeal, with this appeal considering the merits of the trial court’s order dismissing 

his complaint. Because his arguments in favor of a stay in No. 19-CV-490 are 

identical to those raised herein, they are likewise decided for the same reasons 

discussed below. Consequently, his request for a stay pending appeal is now moot.

2

 All the LLCs are organized under the laws of the District of Columbia.
4

the loan balance of $2,900,000 to Santorini by October 30, 2018, and to pay $50,000 

in interest to Santorini every month between August 1 and October 1, 2018. In 

addition, each LLC agreed to execute a deed in lieu of foreclosure in Santorini’s 

name against the property under its control. Santorini, in turn, made additional 

promises to each LLC that were specific to its respective property, described in 

relevant part below. Appellant signed the Agreement in his personal capacity as the 

“Individual Guarantor” and on behalf of each LLC as its “Authorized Member.”

The complaint further alleges that appellees breached the Agreement with 

respect to three LLC-owned real properties. First, Snider and Kuehn forced a tenant 

to leave one real property (owned by “CMSEP – 601 Atlantic St. SE, LLC”), which 

made it impossible for that LLC to sell the real property to that tenant and make 

specified modifications to the contract of sale, as provided for in the Agreement. 

Second, Santorini failed to reduce and amend an Indemnity Deed of Trust (“IDOT”)

on a second property (owned by “P3DC – 1668 Tamarack St. NW, LLC”), as 

required by the Agreement. Third, after appellant paid off the debt for a third 

property (owned by “CSFB – 5000 Marlboro Pike, LLC”), Santorini failed to issue 

a debt satisfaction letter, as required by the Agreement.
5

On August 1, 2018, appellant filed the complaint, naming himself in his 

individual capacity as plaintiff, against Santorini, Snider, Leahy, Kuehn, Mertz, and 

Sugarman. He alleged nine claims: breach of contract, i.e., the Agreement, against 

all appellees except Sugarman (Count 1); tortious interference with contract against 

appellees Kuehn and Snider for their actions affecting the property owned by 

“CMSEP – 601 Atlantic St. SE, LLC” (Count 2); wrongful foreclosure against all 

appellees based on foreclosure notices issued in May 2018 against all the properties 

(Count 3); fraud against all appellees arising out of an alleged scheme to obtain the 

real properties by making false representations in the Agreement (Count 4); 

fraudulent inducement against all appellees based on the transference of real 

property deeds in lieu of foreclosure (Count 5); unjust enrichment against all 

appellees for retaining the real properties (Count 6); conspiracy to commit fraud 

against all appellees (Count 7); intentional infliction of financial distress against all 

appellees (Count 8); and defamation against all appellees (Count 9). On August 10, 

2018, appellant filed lis pendens notices on the real properties at issue.

On September 4, 2018, Leahy filed a motion to dismiss for failure to state a 

claim for relief under Super. Ct. Civ. R. 12(b)(6), specifically arguing that appellant

lacked standing as to Counts 1 through 7. Sugarman filed a motion to dismiss on 
6

September 5, 2018. On September 20, 2018, Santorini filed an Emergency Motion 

to Cancel and Release Lis Pendens Notices.

On November 1, 2018, the trial court issued an Omnibus Order granting the 

motions to dismiss filed by appellees Leahy and Sugarman, sua sponte dismissing

the complaint as to the remaining defendants, and granting Santorini’s motion to 

cancel and release the lis pendens notices. The court dismissed Counts 1 through 7 

without prejudice as to all appellees, reasoning that appellant lacked standing to 

assert these claims in his individual capacity. The court noted that appellant’s 

alleged injuries – monetary losses, deprivation of real properties, inability to use and 

invest real properties, and inability to direct funds and gains – “accrued in the first 

instances to the LLCs.” Grounding its analysis in constitutional standing and 

corporate law, the court found that appellant’s membership in or controlling interest 

in the LLCs or role as guarantor to the loans did not vest him with standing to assert 

claims in his individual capacity for harms directly sustained by the LLCs. The court 

then dismissed Count 8 with prejudice because intentional infliction of financial 

distress is not a viable cause of action under District of Columbia law, and dismissed 

Count 9 without prejudice for failure to state a claim because appellant’s defamation 

claim failed to attribute any defamatory statement to any of the named defendants. 
7

As a result of its dismissal of the complaint, the court granted Santorini’s motion to 

release the lis pendens notices. This appeal followed.

II. Legal Framework

Rule 17(a)(1) of the Superior Court Rules of Civil Procedure requires that an 

action be “prosecuted in the name of the real party in interest.” Varnum Props., LLC 

v. District of Columbia Dep’t of Consumer & Regulatory Affairs, 204 A.3d 117, 121 

(D.C. 2019) (quoting Super. Ct. Civ. R. 17(a)(1)). The “real party in interest” is the 

person or entity “holding the substantive right sought to be enforced, and not 

necessarily the person who will ultimately benefit from the recovery.” Id. (quoting 

United States ex rel. Spicer v. Westbrook, 751 F.3d 354, 362 (5th Cir. 2014)). 

Substantive law determines whether a party holds the right to be enforced. Id. at 

121-22. Rule 17(a)(3) prohibits dismissal of a complaint based on a failure to 

prosecute an action in the name of the real party in interest, however, “until a 

reasonable time has been allowed for substitution of that party.” Estate of Raleigh 

v. Mitchell, 947 A.2d 464, 473 (D.C. 2008) (citation omitted). When property 

belongs to a corporation and harms are alleged to the ownership interests in that 

corporation’s property, generally the corporation is the real party in interest that must 

prosecute an action seeking to redress claims based on those harms because the 
8

corporation possesses the actionable right that may be sued upon. See id. at 470-72; 

Varnum Props., 204 A.3d at 122.3

Rule 17’s real-party-in-interest requirement is “essentially a codification of 

th[e] nonconstitutional, prudential limitation on standing.” Varnum Props., 204 

A.3d at 121 n.7 (quoting Rawoof v. Texor Petroleum Co., 521 F.3d 750, 757 (7th

Cir. 2008)). In every case, this court applies the constitutional limitation on standing 

– requiring that a plaintiff plead a “case or controversy” – as well as any applicable

prudential limitations on standing. Friends of Tilden Park, Inc. v. District of

Columbia, 806 A.2d 1201, 1206 (D.C. 2002). Prudential concerns impose judicially

created limits on standing aside from those imposed by the Constitution, including 

among others “the general prohibition on a litigant’s raising another person’s legal 

rights.” Grayson v. AT & T Corp., 15 A.3d 219, 233-35 (D.C. 2011) (en banc)

(quoting Allen v. Wright, 468 U.S. 737, 751 (1984)). Pursuant to this prudential 

limit, this court will generally restrict cases to those in which the plaintiff is the real 

party in interest, i.e., “the plaintiff generally must assert his own legal rights and 

interests, and cannot rest his claim to relief on the legal rights or interests of third 

 

3

 Because Rule 17 “is similar to its federal counterpart,” this court looks to 

cases interpreting the federal rule for guidance. Varnum Props., 204 A.3d at 121.
9

parties.” Consumer Fed’n of Am. v. Upjohn Co., 346 A.2d 725, 727 (D.C. 1975) 

(quoting Warth v. Seldin, 422 U.S. 490, 499 (1975)).4

In Estate of Raleigh, this court held that a majority or sole shareholder is 

prohibited from suing individually to redress wrongs associated with real property 

owned by a corporate entity because, under corporate law, “title to the corporate 

property is vested in the corporation and not in the owner of its stock.” 947 A.2d at 

470-73. Rather, Rule 17 requires the real party in interest, i.e., the corporate entity, 

to sue on its own behalf, and a complaint filed by the shareholder was properly 

dismissed. Id. There, an estate sued a corporate entity and others to quiet title of 

certain real property. Id. at 468. While the real property was recorded and titled in 

the name of the corporate entity (in which the decedent had been a majority 

shareholder), the estate of the decedent argued that the decedent, in fact, owned the 

property. Id. at 468, 471. The court concluded that, under applicable corporate law

principles, the estate had “no legal right to the individual assets owned by the 

corporation merely because its decedent was a shareholder or even the sole 

 

4

 There are exceptions, such as where applicable legislation is clear that the 

statutorily-created right extends to the limits of constitutional standing and “courts 

‘lack the authority to create prudential barriers to standing.’” Exec. Sandwich 

Shoppe, Inc. v. Carr Realty Corp., 749 A.2d 724, 731 (D.C. 2000) (quoting Havens 

Realty Corp. v. Coleman, 455 U.S. 363, 372 (1982)).
10

shareholder.” Id. at 470. Because corporate property “is vested in the corporation 

and not its individual shareholders,” “[t]he authority to sue to redress the alleged 

wrongs related to [conduct concerning the corporate property] also belongs to the 

corporation, not to the individual shareholder.”5 Id. (citation omitted). “[T]he estate 

had no legal interest in the real property belonging to the corporation” and therefore 

“could not sue individually to redress any alleged wrongs against the corporation’s 

property interests.”6 Id. Rule 17 permits substitution of the corporate entity for the 

individual shareholder within “a reasonable time.” Id. at 472-73. Noting that the 

estate was on notice of the real-party-in-interest issue for at least twenty-nine months 

without substituting the corporate entity as plaintiff, this court found no error in the 

trial court’s decision to deny the estate’s motion to substitute, which the estate filed 

only after the trial court had granted summary judgment against it. Id. at 472-73.

 

5

 This rule avoids multiple suits, safeguards the corporation’s right of action, 

and ensures that any recovered damages are available to the corporation’s creditors 

and any other shareholders. Estate of Raleigh, 947 A.2d at 469. 

6

 An exception is a derivative action, which allows a shareholder “to enforce 

a corporate cause of action against officers, directors, and third parties” on behalf of 

the corporation, as long certain procedural rules are followed. See Estate of Raleigh, 

947 A.2d at 470 n.6. No such derivative claim is pled here.
11

The rules governing corporations as articulated in Estate of Raleigh are 

similarly applicable to LLCs because an LLC, like a traditional corporation, “is an 

entity distinct from its member or members.” D.C. Code § 29-801.04(a) (2013 

Repl.) (“Nature, purpose, and duration of limited liability company”).

7

 Thus, LLC

members, like corporate shareholders, own an interest in an LLC; they are not the 

LLC nor do they own an LLC’s property. Cf. Wallasey Tenants Ass’n, Inc. v. 

Varner, 892 A.2d 1135, 1141 n.3 (D.C. 2005) (describing LLC and its sole member 

as “two separate legal entities”). And, like corporate shareholders, LLC members 

are prohibited from initiating actions to enforce the rights of the corporation, with 

some exceptions. Under § 29-808.01 (2013 Repl.), an LLC member may bring a 

“direct action” against another member, a manager, or the LLC “to enforce the 

member’s rights and otherwise protect the member’s interests” only so long as the 

member’s injury is “not solely the result of an injury suffered or threatened to be 

suffered by the [LLC].” LLC members may also bring derivative actions “to enforce 

the rights of a limited liability company” in certain circumstances and according to

certain procedures. Id. §§ 29-808.02 to -808.06 (2013 Repl.); see also supra note 6.

 

7

 In 2010, the Council of the District of Columbia enacted the Uniform 

Limited Liability Company Act of 2010. See D.C. Law 18-378, 58 D.C. Reg 1720-

2186 (Feb. 27, 2011), codified at D.C. Code §§ 29-801.01 to 29-810.01 (effective 

July 2, 2011).
12

A guarantor of a corporate loan stands in no different a position than a 

shareholder (or LLC member), creditor, or lessor and therefore is not a real party in 

interest that can prosecute a claim on behalf of a corporation or LLC. See Labovitz 

v. Wash. Times Corp., 172 F.3d 897, 902 (D.C. Cir. 1999). A guarantor is a 

contingent creditor, and creditors, like a corporate shareholder, cannot recover 

directly for an injury to a corporation. See id. at 901-02 (discussing Mid-State 

Fertilizer Co. v. Exch. Nat’l Bank of Chi., 877 F.2d 133, 1336-37 (7th Cir. 1989)). 

In Labovitz, two owner-shareholders of DCI Publishing, Inc. (“DCI”), who together 

owned half the company, sued Washington Times Corp. when it attempted to acquire 

DCI at a distressed price. Id. at 898. The shareholders alleged that the Times’ 

“dealings with them and DCI substantially reduced the value of their interests in 

DCI” and “triggered their personal guarantees of loans to DCI.” Id. at 898. The 

federal appellate court noted that the issue presented was “who is the real party in 

interest to bring a lawsuit under the governing substantive law to enforce the asserted 

right.” Id. at 900 n.6 (citing Fed. R. Civ. P. 17(a) and quoting Whelan v. Abell, 953 

F.2d 663, 672 (D.C. Cir. 1992)). It concluded that, under governing Delaware law, 

corporate shareholders can bring an individual claim only “if they suffer injuries 

directly or independently of the corporation” and they are able to “allege a special 

injury to themselves, apart from that suffered by the corporation.” Id. at 900-01 

(citation and internal quotations omitted). The court held that a personal guarantor 
13

is sufficiently similar to a creditor of a corporation in that, without a showing of a 

special injury, the guarantor lacks standing to pursue damages suffered by the

corporation. Id. at 898, 902. Therefore, a guarantor is not the real party in interest 

when it sues a third party whose alleged wrongdoing damaged the corporation, as 

the harm the guarantor suffers is derivative, rather than direct. Id. Similarly, a

shareholder-guarantor is not the real party in interest when he or she sues a third 

party whose wrongdoing to the corporation triggers his or her guarantee and thereby 

causes an injury to the shareholder-guarantor. Id. 

However, a member of an LLC, like a shareholder, “with a direct, personal 

interest in a cause of action [may] bring suit even if the corporation’s rights are also 

implicated.” Franchise Tax Bd. of Cal. v. Alcan Aluminium Ltd., 493 U.S. 331, 336 

(1990). To sue directly, an individual “must identify a legal interest that has been 

directly or independently harmed, i.e., a ‘special injury’ that does not derive from 

the injury to the corporation.” Harpole Architects, P.C. v. Barlow, 668 F. Supp. 2d 

68, 77 (D.D.C. 2009) (applying D.C. law). A shareholder’s economic damage 

resulting from losses to the corporation is not a direct or independent harm giving 

rise to shareholder standing. See id. at 77-78; Cheeks v. Fort Myer Constr. Co., 722 

F. Supp. 2d 93, 109 (D.D.C. 2010).
14

III. Standard of Review

A plaintiff’s violation of Rule 17 can be raised by a defendant in a Rule 

12(b)(6) motion to dismiss a complaint for failure to state a claim upon which relief 

can be granted. Whelan, 953 F.2d at 672.8 We review a dismissal for failure to state 

a claim under Rule 12(b)(6) de novo. See Grayson, 15 A.3d at 228. We accept the 

allegations in the complaint as true, and we construe all facts and inferences in favor 

of the plaintiff. Id. We may dismiss for failure to state a claim where the complaint 

fails to allege the elements of a legally viable claim or defense. Id. at 250.

IV. Analysis

 

8

 A Rule 17 defense, however, “may not be raised at any time, for the real 

party must have the opportunity to step into the ‘unreal’ party’s shoes and should 

not be prejudiced by undue delay.” Whelan, 953 F.2d at 672. Thus, it would be an 

abuse of discretion for the trial court to allow a Rule 17(a) defense “as late as the 

start of trial if the real party has been prejudiced by the defendant’s laxness.” Id. 

Failure to timely raise a Rule 17 defense can result in waiver of that defense. Id.
15

In most part, we find no error in the trial court’s dismissal of the complaint 

pursuant to Rule 12(b)(6) for failure to state a claim.

9

 However, we reverse the trial 

court’s ruling on appellant’s claim for breach of contract against Santorini, finding 

that his complaint alleges a direct and independent harm for which he has standing 

to pursue a claim for damages.

A. Affirming Dismissal of Count 1, in part, and of Counts 2 to 7

The trial court dismissed Counts 1 through 7 for lack of constitutional 

standing. We affirm that dismissal, in part, though on different grounds. See

Kerrigan v. Britches of Georgetowne, Inc., 705 A.2d 624, 628 (D.C. 1997) (“[W]e 

are not limited to reviewing the legal adequacy of the grounds the trial court relied 

on for its ruling; if there is an alternative basis that dictates the same result, a correct 

judgment must be affirmed on appeal.”).10 Because Count 1, in part, and Counts 2

 

9

 We reject Santorini’s argument that the trial court’s order of dismissal is not 

appealable because the dismissal was without prejudice as to several counts. To the 

contrary, “the dismissal of a complaint, even without prejudice, is a final order” and 

therefore “falls within the scope of our appellate jurisdiction.” Perry v. District of 

Columbia, 474 A.2d 824, 825 (D.C. 1984) (citations omitted).

10

 When LLC members or corporate shareholders assert an actual injury to 

themselves, even if indirect, caused by a defendant that is likely to be redressed by 

a favorable decision, they satisfy the minimum requirements of constitutional 

standing. See, e.g., Rawoof v. Texor Petroleum Co., 521 F.3d 750, 756 (7th Cir.

2008).
16

through 7 seek to redress alleged harms to the interests of the LLCs (as property 

owners), the LLCs are the real parties in interest and must prosecute these claims in 

their own name. Appellant’s failure to substitute the LLCs as plaintiffs, despite 

adequate notice and reasonable time to do so, and the fact that this appears to be an 

intentional decision, given his post-dismissal arguments to the trial court and 

arguments on appeal that he is the proper plaintiff, violates Rule 17’s requirement 

that actions “must be prosecuted in the name of the real party in interest.” Thus, we 

affirm dismissal of Counts 1 through 7 to the extent that they seek to address the 

LLC’s rights under the Agreement or to claim damages related to the LLCs’ 

ownership interests in the real properties.

Appellant’s main argument on appeal – that he can prosecute these claims 

because he signed the Agreement in his individual capacity – ignores the allegations 

in the complaint that assert harms that flow to the LLC-property owners, and not to 

him directly.11 Whether in his role as guarantor of Santorini’s loans, or as a member 

of each LLC-property owner, or as a signatory to the Agreement, appellant lacks a

 

11

 Appellant signed the Agreement in two capacities: in his individual 

capacity as the “Individual Guarantor” and on behalf of each LLC as its “Authorized 

Member.” What is significant is not that he signed the Agreement, but that rights 

accrue under the Agreement both to him as the Individual Guarantor and to the LLCs 

as property owners. He can sue to enforce the former, see infra Section IV(B), but 

not the latter.
17

legal interest in the ownership rights in the real properties, which are owned by the 

LLCs. As he is not the real party in interest, he therefore cannot prosecute claims to 

redress harms that belong to the LLCs. See Estate of Raleigh, 947 A.2d at 470; 

Labovitz, 172 F.3d at 902. 

In his complaint for breach of contract (Count 1), appellant alleges the 

following harms:

41. As a direct and proximate result of the Defendant’s 

Breach of Contract, the Plaintiff has been injured in 

damages, monetary losses, deprived of its real properties. 

In addition, the Plaintiff is entitled to compensation, 

including but not limited to a recovery of its documented 

monetary expenditures, a vacating of the Deeds-In-Lieu of 

Foreclosure, the Deeds to each of his properties, 

compensation for capital losses, and for the personal 

injuries resulting from the Defendant’s actions. 

42. As a further direct, proximate, reasonably foreseeable 

consequence of the Defendant’s actions, the Plaintiff has 

sustained an inability to use, enjoy, invest, develop his real 

properties, and direct his funds, gains, and potential gains 

causing the Plaintiff extreme inconvenience, monetary 

losses, the inability to devote his time to his professional 

duties, has been deprived of his real properties, and has at 

the hands of the Defendants, experienced a diminished 

enjoyment of his money and real properties. 

Appellant’s complaint mirrors these paragraphs at the end of each of Counts 2 

through 7. All of the harms articulated in the complaint that are associated with the
18

ownership interests in the real properties – monetary losses; deprivation of real 

properties; inability to use, enjoy, invest, and develop real properties; and inability 

to direct funds, gains, and potential gains – would be incurred by the LLC-owners

of those real properties. Although appellant attempts to characterize these harms as 

personal – for instance, by alleging that “Plaintiff has sustained an inability to use, 

enjoy, invest, [and] develop his real properties” – they are, in fact, harms that flow 

first to the LLCs as property owners. His harms are derivative, because these harms 

flow to him as owner of the LLCs and guarantor of their debt obligations.

Specifically, Count 1 for breach of contract alleges that appellees breached 

the Agreement by failing to fulfill contractual obligations to the LLCs concerning 

property owned by them by (1) failing to reduce and amend the IDOT for the 

property owned by “P3DC – 1668 Tamarack St. NW, LLC,” and (2) forcing a tenant 

to leave one real property, thereby prohibiting its LLC-owner (“CMSEP – 601 

Atlantic St. SE, LLC”) from selling it.12 Count 2 for tortious interference with 

contract is premised on actions by Snider and Kuehn affecting the rights of the LLC 

 

12

 Because appellant is a party to the Agreement in his role as guarantor of 

the LLC’s loans, see supra note 11, he is entitled to allege contractual claims against 

other Agreement signatories so long as he can claim a direct or independent harm 

caused by breach of the contract that is independent of the injury to the LLC whose 

debt he guaranteed. See infra Section IV(B).
19

“CMSEP – 601 Atlantic St. SE, LLC” to sell its property.13 Counts 3, 5, and 6 

concern appellees’ alleged actions that affected the property rights of the LLCs, i.e., 

filing wrongful foreclosure notices on the LLC-owned real properties, fraudulently 

inducing the execution of deeds in lieu of foreclosure of those properties, and 

unjustly retaining them. Counts 4 and 7, appellant’s allegations of fraud and 

conspiracy to commit fraud, are premised on appellees’ acquisition of the LLCowned real properties. As to all of these allegations, any harms to ownership 

interests in the real properties must be prosecuted by the real parties in interest, i.e., 

the LLCs. 

Appellant failed to substitute the LLCs as plaintiffs for these claims, despite 

having a reasonable amount of time to do so. We have recognized thirty days as a 

reasonable period. See, e.g., Varnum Props., 204 A.3d at 122; Duckett v. District of 

Columbia, 654 A.2d 1288, 1290-91 (D.C. 1995) (per curiam). Here, appellant had 

almost two months – between appellee Leahy’s September 4, 2018, motion first 

 

13

 In his brief, appellant argues that his tortious interference claim is also 

premised on appellees’ interference with his contract with the tenant of 601 Atlantic 

Ave. for the sale of that property. The complaint does not allege that appellant had 

a contract with the tenant, but rather it alleges that the LLC had such a contract. 

Therefore, because appellant did not allege this fact in the complaint, we do not 

consider it on appeal. See Grayson, 15 A.3d at 228-29 (noting that the “only issue 

on review of a dismissal made pursuant to Rule 12(b)(6) is the legal sufficiency of 

the complaint”).
20

identifying the issue of standing and the trial court’s November 1 Omnibus Order –

to substitute the LLC-property owners, but he failed to do so. Rather, on appeal, 

appellant doubles down on his decision to prosecute these claims in his individual 

capacity, arguing that he is entitled to assert these claims as a signatory to the 

Agreement. We therefore conclude that dismissal here satisfied the requirements of 

Rule 17.

In sum, because appellant is not the real party in interest with respect to any 

injury to the ownership interests in the real properties and because he failed to timely 

substitute the LLC property owners as plaintiffs, we affirm the trial court’s dismissal 

of Counts 1 through 7 without prejudice to the extent that those claims allege 

damages to the ownership interests in the real properties.

14

B. Reversing, in part, Dismissal of Count 1

Because appellant signed the Agreement in his role as guarantor of the LLC’s 

loans, he may allege a claim for breach of contract against other Agreement 

signatories so long as he can claim a breach arising from (1) an obligation between 

 

14

 We acknowledge that the dismissal was without prejudice and that a 

complaint may be filed on behalf of the LLCs asserting these same claims.
21

himself as Individual Guarantor and any signatories, as expressed in the Agreement, 

or (2) direct or independent harms that are independent of the injuries to the LLCs

whose debt he guaranteed. Because the complaint alleged such harms, we must 

reverse in part and remand as to Count 1 as alleged against Santorini.15 We affirm 

dismissal of Count 1 as to appellees Snider, Kuehn, Mertz, and Leahy because they 

were not parties to the contract. See Charlton v. Mond, 987 A.2d 436, 441 (D.C. 

2010) (“Non-parties [to a contract] owe no contractual duty to the contracting

parties.”).

First, appellant’s claim for breach of contract (Count 1) includes an allegation 

that Santorini breached the Agreement by failing to issue him a debt satisfaction

letter, an obligation arising from his role as Individual Guarantor. Article 4(e) of the 

Agreement states that, “[u]pon payment in full of all obligations owed,” Santorini 

“agrees to issue letters stating that such person or entity paid the loan satisfactorily.” 

The complaint alleges that appellant “caused the loan [owed by CSFB – 5000 

Marlboro Pike, LLC] to be paid off via bank wire,” but that, as of filing the 

complaint, “Santorini has failed to issue the required letter.” Because the Agreement 

 

15

 Santorini filed a motion to dismiss for insufficient service, which the trial 

court denied as moot given its Omnibus Order dismissing the complaint in its 

entirety. Therefore, on remand, the trial court must reconsider Santorini’s motion, 

along with appellant’s related filings, and conduct further proceedings as necessary.
22

obligated Santorini to issue a debt satisfaction letter to appellant, and because it 

allegedly failed to do so, appellant has pled a claim for relief for breach of contract 

against Santorini.

Second, we reverse the dismissal of the breach of contract claim to the extent 

that appellant’s complaint alleges direct harms or harms independent from those that 

accrued to the LLCs whose debt he guaranteed. See Jackson v. George, 146 A.3d 

405, 415 n.6 (D.C. 2016) (noting plaintiffs “‘alleg[ing] a ‘special injury’ to 

themselves apart from that suffered by the corporation’” as an “exception to the 

requirement that suits alleging wrongs against a corporation be brought derivatively” 

(quoting Labovitz, 172 F.3d at 901)); Harpole, 668 F. Supp. 2d at 77 (acknowledging

that, for injuries to be recoverable, a complaint must allege “a ‘special injury’ that 

does not derive from the injury to the corporation”).

In Harpole, a corporation and its sole shareholder sued a former employee on 

several claims related to the employee’s conduct that defrauded the corporation. 668 

F. Supp. 2d at 77. The plaintiff-shareholder claimed damages in the form of 

“emotional distress damages” and “lost personal income as a result of defendant’s 

fraud and the subsequent investigation” of the former employee’s conduct. Id. at 76. 

The federal district court dismissed the claims raised by the shareholder to the extent 
23

that his claims were “based on ‘emotional distress’ deriving from ‘economic 

damages . . . suffered by the corporation.’” Id. at 77 (quoting Guides, Ltd. v. 

Yarmouth Grp. Prop. Mgmt., Inc., 295 F.3d 1065, 1072 (1st Cir. 2002)). The 

plaintiff’s “emotional distress [was] derive[d] from the harm to [the corporation] and 

cannot provide standing.” Id. However, the court determined that the plaintiff had 

standing “to the extent that [he] suffered direct harm as a result of losses of money 

and property in his individual capacity,” e.g., to the extent that he “took no salary 

during certain pay periods” as a result of the defendant’s conduct. Id. at 77-78. 

Here, appellant’s complaint alleges three ways in which Santorini breached 

the contract – concerning the IDOT for Tamarack St. NW, the sale of 601 Atlantic 

St. SE, and the debt satisfaction letter for 5000 Marlboro Pike. As a result of that 

conduct, he alleges direct harms, independent of those to the LLCs: “documented 

monetary expenditures” and “personal injuries” in Paragraph 41, and “diminished 

enjoyment of his money” in Paragraph 42. Because these alleged injuries are direct 

to appellant and not necessarily dependent on harms to the LLCs, appellant has 

standing to assert a claim for breach of contract against Santorini, and that claim

survives a motion to dismiss pursuant to Rule 12(b)(6).
24

Appellant, however, lacks standing in his personal capacity to allege injuries 

that derive from harms suffered by the LLCs or economic damages incurred as a 

result of his role as a member of each LLC. See Cheeks v. Fort Myer Constr. Co., 

722 F. Supp. 2d 93, 109 (D.D.C. 2010); Harpole, 668 F. Supp. 2d at 77. The

damages alleged in Paragraphs 41 and 42 that were not identified above fall into this 

category. For example, appellant cannot claim damages for the “extreme 

inconvenience, monetary losses, [] inability to devote his time to his professional 

duties, [and depriv]ation of his real properties” as alleged in Paragraph 42 because 

he alleges that those injuries were “caus[ed]” by the loss of the ability to “use, enjoy, 

invest, [and] develop . . . real properties, and direct [] funds, gains, and potential 

gains,” all of which are injuries incurred by the LLCs. See Harpole, 668 F. Supp. 

2d at 77 (ruling that “emotional distress derive[d] from the harm to [the corporation] 

. . . cannot provide standing”). Thus, these allegations in Paragraph 42 do not reflect 

harms that are direct to appellant or harms independent of those incurred to the 

LLCs.

Thus, we reverse the dismissal of appellant’s breach of contract claim against 

Santorini to the extent that he has alleged a breach of Article 4(e) of the Agreement, 

as well as damages from Santorini’s breaches that are direct and independent from 

any damages to the LLC-property owners.
25

C. Affirming Dismissal of Counts 8 and 9

As the trial court recognized, intentional infliction of financial distress is not 

a cognizable claim in the District of Columbia. To survive a motion to dismiss for 

failure to state a claim, a complaint must contain factual allegations sufficient to 

state a claim, but it need not precisely set out the legal theory on pain of dismissal 

“for imperfect statement of the legal theory supporting the claim asserted.” Johnson 

v. City of Shelby, 574 U.S. 10, 11 (2014) (per curiam). In the District of Columbia, 

intentional infliction of emotional distress is a recognized claim. See Competitive 

Enter. Inst. v. Mann, 150 A.3d 1213, 1260 (D.C. 2018). Extreme financial hardship

may cause emotional distress. However, the allegations in appellant’s complaint are 

clearly insufficient to allege the elements of such a claim to the required degree of 

“extreme and outrageous conduct” and “severe emotional distress,” id., and, for that 

reason, Count 8 failed to state a cause of action and was properly dismissed.

Appellant also failed to state a claim for defamation (Count 9) because he did 

not identify any statement attributed (or that can be construed as being attributed) to 

appellees that was “false and defamatory.” Beeton v. District of Columbia, 779 A.2d 
26

918, 923 (D.C. 2001).

16

 Instead, appellant alleges that the “evidence and the 

Exhibits will show that . . . Defendants have defamed the Plaintiff.” A vague and 

conclusory assertion of what future evidence may prove does not meet the pleading 

standards required to survive a Rule 12(b)(6) motion. See Logan v. LaSalle Bank 

Nat. Ass’n, 80 A.3d 1014, 1019 (D.C. 2013) (“Bare allegations of wrongdoing that 

are no more than conclusions are not entitled to the assumption of truth, and are 

insufficient to sustain a complaint.” (citations and quotations omitted)).

V. Lis Pendens

The trial court properly granted Santorini’s emergency motion to release the 

lis pendens notices. A lis pendens notice is designed to enable interested third parties 

to discover the existence and scope of pending litigation affecting the title to real 

property or asserting a mortgage, lien, security interest, or other interest in real 

property. See Heck v. Adamson, 941 A.2d 1028, 1029-30 (D.C. 2008); see also D.C. 

Code § 42-1207 (2020 Repl.) (“Notice of pendency of action (lis pendens)”). The 

16

 To bring a claim for defamation, a plaintiff must show that: (1) the 

defendant made a false and defamatory statement concerning plaintiff, (2) the 

defendant published the statement without privilege to a third party, (3) the 

defendant’s fault in publishing the statement amounted to at least negligence, and 

(4) either the statement is actionable as a matter of law irrespective of special harm

or the statement’s publication caused the plaintiff special harm. See Beeton, 779

A.2d at 923.
27

trial court found that dismissal of appellant’s complaint was a sufficient basis upon 

which to cancel the lis pendens notices. The trial court’s decision comported with 

§ 42-1207(d)(1), which provides that the court “shall order the cancellation and 

release” of lis pendens notices once “judgment is rendered in the action or 

proceeding against the party who filed” them. See also McNair Builders, Inc. v. 

1629 16th St., LLC, 968 A.2d 505, 508 (D.C. 2009) (noting that, once there was no 

pending trial court action affecting an interest in real property, “cancellation of the 

lis pendens was necessary”). 

We affirm dismissal of the complaint to the extent that it involves the 

ownership interests of the LLCs; appellant may only advance a claim that alleges 

direct and independent harms. Therefore, this case is no longer “an action or 

proceeding . . . affecting the title to or tenancy interest in . . . real property.” D.C. 

Code § 42-1207(a). Because we conclude that the trial court properly dismissed the 

complaint as to those claims affecting real property, we conclude that it also 

correctly granted Santorini’s motion to cancel and release the lis pendens notices.
28

VI. Conclusion

Accordingly, the trial court’s dismissal of Counts 2 through 9 is affirmed. We 

reverse the dismissal of Count 1 only against Santorini to the extent that the 

complaint alleges a breach of the Agreement as to Article 4(e) and alleges direct or 

independent harms arising from Santorini’s breaches, and remand to the trial court 

for further disposition.

So ordered.