Parker v. U.S. Trust Company N.A.

Notice: This opinion is subject to formal revision before publication in the
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DISTRICT OF COLUMBIA COURT OF APPEALS

Nos. 18-CV-1349 and 19-CV-1225

NANCY B. PARKER and ELLIS J. PARKER, APPELLANTS/CROSS-APPELLEES,

v.

U.S. TRUST COMPANY, N.A., and BANK OF AMERICA, N.A.,
APPELLEES/CROSS-APPELLANTS.

Appeals from the Superior Court
of the District of Columbia
(CAB-5433-05)

(Hon. John M. Mott, Motions Judge)
(Hon. Michael L. Rankin, Trial Judge)

(Argued June 18, 2020 Decided September 3, 2020)

William J. Cornwell, with whom David J. Kaminow was on the brief, for
appellants/cross-appellees.

Robert E. Grant, with whom James P. Lillis was on the brief, for
appellees/cross-appellants.

Before BLACKBURNE-RIGSBY, Chief Judge, and MCLEESE and DEAHL,
Associate Judges.

MCLEESE, Associate Judge: Appellants/cross-appellees Nancy B. Parker and

Ellis J. Parker jointly had an interest in a limited liability company (LLC), along

with Ms. Parker’s father, Hartford E. Bealer. Parker v. U.S. Trust Co., 30 A.3d 147,
 2

149 (D.C. 2011). After Mr. Bealer’s death, appellee/cross-appellant U.S. Trust

Company, N.A., became a representative of Mr. Bealer’s estate. Id. Appellee/cross-

appellant Bank of America, N.A., subsequently merged with U.S. Trust, and we use

“the bank” in this opinion to refer to U.S. Trust and/or Bank of America. The Parkers

sued the bank, challenging various actions the bank took while acting as Mr. Bealer’s

representative. Id. at 150. The trial court initially granted summary judgment to the

bank, but this court reversed and remanded. Id. at 148-55. On remand, a jury

awarded the Parkers more than $1 million in damages relating to the bank’s failure

to distribute income from the LLC to the Parkers. The bank challenges that verdict,

arguing that it is entitled to judgment as a matter of law. The Parkers defend the jury

award but seek both additional damages and an award of prejudgment interest. We

affirm the jury award, vacate the judgment in part, and remand for further

proceedings.

I. Facts and Procedural Background

The following description of the facts and relevant proceedings borrows

substantially from our previous opinion in this case. Except as indicated, the facts

appear to be undisputed.
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The LLC’s operating agreement contemplates that there would be three

members, Mr. Bealer and his two daughters, each with a one-third interest in the

LLC. Mr. Bealer’s other daughter never became a member, however, and only Ms.

Parker and Mr. Bealer executed the agreement as members. The agreement lists Mr.

Bealer as owning a one-third interest and the Parkers as owning a one-third interest

together, as tenants by entirety. Because the remaining one-third interest was not

explicitly allocated, the agreement resulted in two half interests, one held by Mr.

Bealer and the other held jointly by the Parkers. Parker, 30 A.3d at 149 n.1

The agreement does not define the term “Member,” but it includes various

provisions relating to membership. Paragraph 12(c) provides that no person or entity

may be considered a member unless named in the agreement or admitted to the LLC

in accordance with the terms of the agreement. Paragraph 12(c) further explains that

“[t]he Company [and] each Member . . . need deal only with Members so named or

so admitted; they shall not be required to deal with any other person or entity by

reason of . . . the death or termination of a Member, except as otherwise provided in

[the] Agreement.”

The agreement also contains provisions relating to the death or withdrawal of

a member. In Paragraph 15(a)(i), the agreement requires the LLC to dissolve upon
 4

the death of a “Member,” unless “within ninety (90) days . . . the other Members

with voting rights elect to continue the legal existence of the Company,” provided

that the “Company shall not be continued by fewer than two (2) Members.” If the

members elect to continue the LLC after the death of a member, then “the estate or

other legal representative of the [deceased] shall have the obligation to transfer the

Interest of the [deceased Member] to the Members who have elected to continue the

Company.” The remaining members are required to pay an agreed-upon price for

the deceased member’s interest. Under the terms of the operating agreement, that

price is one third of the LLC’s assessed value minus ten percent.

Mr. Bealer died in January 2003, having designated the bank as the executor

of his estate. Parker, 30 A.3d at 149. According to the Parkers, Ms. Parker then

transferred half of her interest in the LLC to Mr. Parker, Mr. Parker became a

member of the LLC, and the two elected to continue the LLC. Ms. Parker’s attorney

later sent letters to the bank seeking to exercise a claimed right to purchase Mr.

Bealer’s interest in the LLC, but the bank did not sell Mr. Bealer’s interest. Parker,

30 A.3d at 149-50.

In 2005, the Parkers brought a breach-of-contract action in Superior Court,

seeking to compel the bank (1) to transfer Mr. Bealer’s interest in the LLC to the
 5

Parkers, and (2) to pay the Parkers their share of income the LLC had generated.

Parker, 30 A.3d at 150 & n.3. The trial court granted summary judgment to the bank

in 2007, ruling that the LLC had terminated upon Mr. Bealer’s death. Id. at 150.

The trial court further stated that the LLC “is dissolved and shall be terminated in

accordance with paragraph 15 of the company’s Operating Agreement.”

On appeal, this court reversed. Parker, 30 A.3d at 150-55. We held that the

agreement is ambiguous on two issues: (1) whether Mr. Parker was a member of the

LLC before Mr. Bealer’s death, id. at 151-54; and (2) whether, in the alternative,

Mr. Parker could be added as a member during the ninety-day period after Mr.

Bealer’s death, so as to permit the Parkers to validly elect to continue the LLC, id.

at 154-55. We therefore remanded the case for the parties to present evidence to a

factfinder on those issues. Id.

During the pendency of the appeal, the bank -- presumably relying on the trial

court’s order granting summary judgment -- filed documents dissolving the LLC and

transferring properties out of the LLC to itself as a trustee, for no consideration. In

those documents, the bank described itself as the managing member of the LLC.

The Parkers filed another suit (CA-559-11) challenging the bank’s actions. The trial

court dismissed that case without prejudice, concluding that the issues presented
 6

could not be adjudicated until the court resolved in the present case the questions

whether Mr. Parker became a member of the LLC and whether the LLC thus should

have continued rather than been dissolved.

On remand in the present case, the Parkers were permitted to amend the

complaint, adding claims of breach of fiduciary duty, conversion, and trespass to

personal property, and seeking an accounting. The trial court, however,

subsequently granted partial summary judgment to the bank, ruling that the Parkers

were precluded from basing any new cause of action on the bank’s actions

subsequent to the 2007 order initially granting summary judgment to the bank. The

trial court’s ruling rested on the conclusion that the bank had the authority to transfer

the properties to itself, pursuant to a valid trial-court order that empowered the bank

to take actions necessary to dissolve the LLC.

In July 2017, the Parkers again moved to amend the complaint, to “clarify”

the existing claims, including the claim for an accounting, particularly with respect

to the bank’s transfer of the LLC’s assets. The trial court denied the motion, ruling

that the motion was untimely and that the Parkers would be limited at trial to proving

losses attributable to the bank’s actions in 2003. The trial court’s pretrial order
 7

reiterated that the Parkers were foreclosed from presenting to the jury “claims that

challenged the validity of [the bank’s] distribution of the assets of the LLC.”

In very brief summary, the Parkers introduced the following evidence at trial.

Mr. Bealer contributed three residential rental properties to the LLC. Ms. Parker

purchased a one-third interest in the LLC for $200,000. Ms. Parker executed a

promissory note to Mr. Bealer to finance the purchase and made monthly payments

of $649 on the note. Ms. Parker and Mr. Bealer agreed that, during his lifetime, Mr.

Bealer would receive Ms. Parker’s share of the net income from the LLC.

Less than a month after Mr. Bealer’s death in January 2003, the Parkers

executed an amendment to the operating agreement that transferred half of Ms.

Parker’s interest in the LLC to Mr. Parker. Mr. Parker was added as a member of

the LLC, and the Parkers also elected to continue the LLC as the LLC’s two

members.

The parties stipulated that, from the date of Mr. Bealer’s death through

February 2018, the LLC distributed over $1.3 million to Mr. Bealer’s estate. The

parties also stipulated that, as of April 2018, the properties transferred out of the

LLC had been assessed as having a net value of approximately $5 million.
 8

The jury determined that (a) Mr. Parker was not a member of the LLC at the

time of Mr. Bealer’s death but became a member after Mr. Bealer’s death; and (b)

the Parkers validly elected to continue the LLC. The jury awarded the Parkers over

$1.3 million in damages -- the stipulated amount of the LLC’s distributions.

The Parkers filed two post-judgment motions, one seeking prejudgment

interest on the jury award and the other seeking to amend the judgment to add more

than $5 million, which was the stipulated value of the properties transferred out of

the LLC. The bank filed a motion seeking judgment as a matter of law. The trial

court declined both sides’ requests to alter the judgment.

II. Bank’s Challenges to Verdict

The bank argues that it was entitled to judgment as a matter of law. We review

the denial of judgment as a matter of law de novo. Bd. of Trs. of Univ. of District of

Columbia v. DiSalvo, 974 A.2d 868, 870 (D.C. 2009). Judgment as a matter of law

is warranted “only if no reasonable juror, viewing the evidence in the light most

favorable to the prevailing party, could have reached the verdict in that party’s

favor.” Sullivan v. AboveNet Commc’ns, Inc., 112 A.3d 347, 354 (D.C. 2015)
 9

(internal quotation marks omitted). We see no basis to grant judgment as a matter

of law to the bank.

First, the bank renews the argument that the operating agreement cannot

reasonably be interpreted to permit the addition of Mr. Parker as a member after Mr.

Bealer’s death, because as soon as only one member remained, the LLC could take

no action other than winding itself down. In the first appeal, however, we held that

the agreement was ambiguous on that issue, and we therefore remanded for trial on

the issue. Parker, 30 A.3d at 154-55 (describing as reasonable Parkers’ position that

agreement permitted addition of Mr. Parker after Mr. Bealer’s death, and remanding

for factfinder to consider, among other things, “whether a valid transfer of one half

of Ms. Parker’s interest to her husband and an election to continue operations were

effected by the January 30, 2003 Amendment”). That ruling binds us as a division

of the court. M.A.P. v. Ryan, 285 A.2d 310, 312 (D.C. 1971). That being so, we

need not consider whether the ruling also binds us under the law-of-the-case

doctrine.

Second, the bank argues that any purported addition of Mr. Parker was invalid,

because adding a new member required the bank’s consent. In making that

argument, the bank relies on D.C. Code § 29-1039 (2001 ed.; repealed 2011)
 10

(“Unless otherwise provided in . . . an operating agreement, if a member who is an

individual dies . . . , the [deceased] member’s executor . . . or other legal

representative may exercise all the member’s rights for the purpose of settling such

member’s estate or administering such member’s property, including any power the

member had to transfer a membership interest.”). The problem with the bank’s

argument is that the operating agreement in this case “otherwise provides,” stating

in Paragraph 12(c) that “[t]he Company [and] each Member . . . need deal only with

Members so named or so admitted; they shall not be required to deal with any other

person or entity by reason of . . . the death or termination of a Member, except as

otherwise provided in [the] Agreement.”

The bank argues, however, that the operating agreement cannot possibly mean

what it says on that point, because the agreement elsewhere provides that the LLC

and its remaining members do have to deal in certain respects with a deceased

member’s legal representative. Specifically, as previously noted, if an LLC

continues after the death of a member, then “the estate or other legal representative

of the [deceased] shall have the obligation to transfer the interest of the [deceased

Member] to the Members who have elected to continue the Company.” Contrary to

the bank’s suggestion, the agreement’s provisions fit together quite sensibly. After

Mr. Bealer’s death, the LLC and its remaining member or members were not
 11

required to deal with the bank, except (as specified in Paragraph 13 of the operating

agreement) with respect to the purchase of Mr. Bealer’s interest in the LLC. In other

words, when the bank dissolved the LLC and transferred the LLC’s properties to

itself, the bank was not a member of the LLC, much less the managing member of

the LLC. The consent of the bank therefore was not needed for Mr. Parker to be

added as a member.

Third, the bank argues that before Mr. Bealer’s death, when Mr. Parker and

Ms. Parker jointly owned an interest in the LLC as tenants by the entirety, they were

a single member, rather than two members. We need not address that argument.

The jury apparently agreed with the bank on that point, rejecting the theory that Mr.

Parker was a member of the LLC before Mr. Bealer’s death and instead resting the

verdict on the conclusion that Mr. Parker became a member after Mr. Bealer’s death,

when the Parkers divided their joint interest.

Finally, the bank argues that the 2003 amendment did not actually reflect an

election for Mr. Parker to become a member of the LLC. The operating agreement

does not by its terms require that members be added by written agreement, however,

and the Parkers testified that Mr. Parker was in fact added as a member. Moreover,
 12

the 2003 amendment can reasonably be interpreted as reflecting the addition of Mr.

Parker as a member of the LLC.

In sum, we uphold the jury’s verdict finding the bank liable to the Parkers for

breach of contract. The Bank does not separately contest the amount of damages

awarded: a little over $1.3 million, based on the bank’s distribution to Mr. Bealer’s

estate of money to which the jury determined the Parkers were entitled. We therefore

affirm that award. We address in the next part of the opinion the Parkers’ claim that

they should have been awarded additional damages.

III. Parkers’ Challenges

The Parkers raise three principal issues, which we discuss in turn.

A. Dissolution of LLC and Transfer of Assets

1. Amending Verdict

Most broadly, the Parkers argue that the trial court should have amended the

verdict by adding approximately $5 million in damages, to reflect the stipulated
 13

value of the assets the bank transferred out of the LLC. We disagree. We assume

for the sake of this argument that the jury was required to include in its damages

award the consequences that flowed from the bank’s actions in dissolving the LLC

and transferring its assets without compensation to the LLC or its members. Even

so, it is not clear that the proper measure of those damages would be the entire

stipulated value of the transferred assets. To flag one of a number of possible

complexities, if the bank had instead sold Mr. Bealer’s interest in the LLC to the

Parkers, the Parkers seemingly would have had to compensate the bank (as the

representative of Mr. Bealer’s estate). Specifically, the operating agreement (drafted

in contemplation of there being three members of the LLC) provided that the

remaining members would be required to pay one third of the assessed value of the

LLC, less ten percent. The trial court therefore correctly declined to amend the

verdict by simply adding the entire stipulated value of the transferred assets to the

damages award.

2. Further Proceedings

In the alternative, the Parkers contend more narrowly that they are entitled to

a new trial on the issue of the bank’s responsibility for damages relating to the
 14

dissolution of the LLC and the transfer of the LLC’s assets. We agree with that

contention.

As previously noted, the trial court precluded the Parkers from contending at

trial that the bank acted wrongfully in dissolving the LLC and transferring the LLC’s

assets. If that ruling was incorrect, then the Parkers were unfairly hobbled in

attempting to persuade the jury to hold the bank liable for those actions, whether as

damages for the breach-of-contact claim or on the separate count of conversion. We

conclude that the trial court’s ruling was incorrect.

The trial court at various points gave three reasons for precluding the Parkers

from trying to prove to the jury that the bank acted unlawfully in dissolving the LLC

and transferring the LLC’s assets: (1) the operating agreement gave the bank the

authority to transfer the properties to itself; (2) the bank was operating under a valid

trial-court order that empowered the bank to take actions necessary to dissolve the

LLC; and (3) the Parkers did not timely raise claims resting on the illegality of the

dissolution of the LLC and the transfer of the LLC’s assets. We conclude to the

contrary that the Parkers were entitled to try to prove to the jury that the bank acted

unlawfully in dissolving the LLC and transferring the LLC’s assets.
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First, the operating agreement did not make the bank a member of the LLC,

see supra Part II, nor did the agreement otherwise grant the bank the authority to

dissolve the LLC or transfer the LLC’s assets without compensation.

Second, the trial court’s orders in this case did not immunize the bank from

liability for dissolving the LLC and transferring the LLC’s assets without

compensation. The trial-court order on which the bank presumably relied did not

authorize the bank to unilaterally transfer the LLC’s assets to itself without

compensation. Rather, the order stated that the LLC “shall be terminated in

accordance with paragraph 15 of the company’s Operating Agreement.” Paragraph

15 did not give the bank the authority to transfer the LLC’s assets to itself, let alone

without compensation.

More fundamentally, the trial court’s order was reversed by this court on

appeal. Parker, 30 A.3d at 150-55. “It has long been well established that the

reversal of a lower court’s decision sets aside that decision, leaves it without any

validity, force, or effect, and requires that it be treated thereafter as though it never

existed.” Khadr v. United States, 529 F.3d 1112, 1116 (D.C. Cir. 2008) (internal

quotation marks omitted); see also, e.g., CGB Occupational Therapy, Inc. v. RHA

Health Servs., Inc., 499 F.3d 184, 190 n.2 (3d Cir. 2007) (“[T]he effect of a reversal
 16

of a judgment ‘is to nullify it completely and to leave the case standing as if such

judgment had never been rendered, except as restricted by the opinion of the

appellate court.’”) (quoting 5 C.J.S. Appeal and Error § 1106 (2007)).

This general principle has narrow exceptions. See, e.g., United States v.

United Mine Workers of Am., 330 U.S. 258, 293-94 (1947) (in certain circumstances,

party may be held in contempt for violating order later reversed on appeal). We see

no basis for such an exception here, however. To the contrary, a party that acts in

reliance upon a favorable trial-court order that is subject to appeal does so at its peril,

because the party may be held liable if the appellate court reverses the trial-court

order and renders the party’s actions unlawful. See, e.g., Moreland v. Campagni,

103 F. App’x 193, 194 (9th Cir. 2004) (although appellant was entitled to act on

basis of unstayed trial-court decision, appellant was liable for damages after trial

court’s decision was reversed on appeal); Caspar v. Snyder, 77 F. Supp. 3d 616, 630

(E.D. Mich. 2015) (“[A] reversal of a judgment will nullify the judgment as to the

parties to the appeal in that litigation . . . .”); Hasse v. Fraternal Order of Eagles

#2421, 658 N.W.2d 410, 413 (S.D. 2003) (“[T]he prevailing party at trial incurs

liability for restitution to the opposing party if the former executes on a judgment

that is reversed on appeal.”); Dixie Cty. Sheriff’s Dep’t v. Forfeiture of 1987 Ford

Van, 592 So. 2d 748, 749 (Fla. Dist. Ct. App. 1992) (sheriff’s department that sold
 17

van subject to trial-court forfeiture order “sold the van at its own risk while the prior

appeal was pending,” and was required to compensate owner for loss of property);

Ne. Bank of Lewiston & Auburn v. Murphy, 512 A.2d 344, 349 (Me. 1986) (appellee

“acted entirely at his own peril in relying upon” decision of intermediate appellate

court while decision was “still subject to appeal”); 36 C.J.S. Federal Courts § 739

(2020) (“A lower court decree which is reversed generally does not protect parties

acting pursuant to such decree prior to reversal.”).

Third, the Parkers did not act belatedly to challenge the dissolution of the LLC

and the transfer of the LLC’s assets. The bank dissolved the LLC and transferred

the LLC’s assets to itself in late 2008 and early 2009. At that point, the case was on

appeal in this court. Parker, 30 A.3d at 147. After we reversed the trial court’s

ruling and remanded for further proceedings in 2011, the Parkers promptly filed

another lawsuit against the bank to challenge its actions in dissolving the LLC and

transferring the LLC’s assets to itself, including a claim for conversion. Once the

trial court dismissed that case without prejudice (concluding that the matter was

“simply not ripe for adjudication” based on the unresolved issues in this lawsuit),

the Parkers promptly moved to amend. Moreover, the trial court granted that motion.
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Finally, we note that we are not persuaded by the bank’s passing contention

that the Parkers waived this issue by failing to challenge the trial court’s ruling

precluding the Parkers from trying to establish the unlawfulness of the bank’s actions

in dissolving the LLC and transferring the LLC’s assets. The Parkers fully briefed

the issue in this court, the Parkers’ notice of appeal specifically designated the trial-

court orders at issue, and in any event a notice of appeal from a final judgment

generally brings up the trial court’s earlier rulings for review. See, e.g., Flax v.

Schertler, 935 A.2d 1091, 1099 (D.C. 2007) (“[A]n appeal of a final judgment draws

into question all prior non-final rulings and orders.”) (internal quotation marks

omitted).

In sum, we hold that the Parkers are entitled on remand (1) with respect to

their breach-of-contract claim, to seek to prove up additional damages arising from

the bank’s termination of the LLC and transfer of the LLC’s assets; and (2) to submit

to the jury their claim of unlawful conversion. Although the Parkers also raised

claims of breach of fiduciary duty and trespass to personal property in the amended

complaint, they have not sought relief as to those claims in this court, so we do not

grant relief with respect to those claims. See, e.g., Bartel v. Bank of Am. Corp., 128

A.3d 1043, 1048 (D.C. 2015) (“[P]oints not raised on appeal are treated as

abandoned.”) (internal quotation marks omitted). The Parkers do raise on appeal the
 19

trial court’s order denying them leave to further amend the complaint with respect

to their request for an accounting. It is not clear, however, whether the Parkers will

wish to pursue that request in light of the disposition of this appeal. We leave that

matter to be addressed if necessary on remand, noting only that our ruling in this

appeal undermines at least some of the trial court’s reasons for denying leave to

amend. For example, for the reasons we have explained in this opinion, leave to

amend should not be denied on the ground that the Parkers are foreclosed from

challenging the bank’s actions in terminating the LLC and transferring the LLC’s

assets.

The bank argues that certain evidence introduced in the first trial should be

excluded at any retrial, under D.C. Code § 14-302(a) (2012 Repl.) (in civil action

against representative of deceased person, judgment may not be rendered in favor of

plaintiff based on plaintiff’s uncorroborated testimony). Because it is unclear what

evidence would be admitted at a new trial, we decline to address that issue at this

time. See, e.g., DC Appleseed Ctr. for Law & Justice, Inc. v. District of Columbia

Dep’t of Ins., Secs. & Banking, 214 A.3d 978, 996 (D.C. 2019) (court “declin[es] to

reach issues that may or may not arise again on remand”) (internal quotation marks

omitted).
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3. Prejudgment Interest

Finally, the Parkers argue that the trial court erred in denying their motion for

prejudgment interest on the jury’s award. The parties appear to agree that we review

that ruling de novo. We therefore proceed on that assumption without deciding the

issue. Mazor v. Farrell, 186 A.3d 829, 832 (D.C. 2018). We remand for further

proceedings on the issue of prejudgment interest.

Prejudgment interest “operates in part to compensate prevailing plaintiffs for

the loss of the use of money that was wrongfully withheld by the defendant.” Mazor,

186 A.3d at 832. “Statutes providing for prejudgment interest are thus remedial and

should be generously construed so that the wronged party can be made whole.” Id.

(internal quotation marks omitted). The Parkers rely on D.C. Code § 15-108 (2012

Repl.), which provides for prejudgment interest in actions “to recover a liquidated

debt on which interest is payable by contract or law or usage.” “A liquidated debt is

one which at the time it arose was an easily ascertainable sum certain.” Mazor, 186

A.3d at 832 (internal quotation marks omitted).

The Parkers argue that the amount distributed by the LLC each year was easily

ascertainable, because the LLC’s annual statements reflected the amount for each
 21

year, and the parties stipulated to the overall figure of a little over $1.3 million. The

bank observes, however, that the ultimate amount that would eventually be

distributed was not easily ascertainable in 2003, when in the bank’s view the

Parkers’ claim accrued. Although we agree with the bank’s observation, the issue is

not when the Parkers’ claim accrued, but rather when the bank’s “debt arose.”

Mazor, 186 A.3d at 832; see also D.C. Code § 15-108 (prejudgment interest is to be

paid from time when debt “was due and payable”). On the latter point, the Parkers

in essence appear to argue that the bank’s debt arose each year, when the bank failed

to distribute to the Parkers the income reflected in the LLC’s annual statement for

that year. The Parkers further argue that those amounts for each year were easily

ascertainable, which is demonstrated by the fact that the parties stipulated to the

overall amount. We agree with the Parkers on those points, which the bank does not

appear to dispute. We therefore hold that the amount of damages attributable to the

bank’s withholding of the LLC’s distributions was easily ascertainable at the time

those damages arose.

The trial court also appeared to suggest that the Parkers’ claim for

prejudgment interest should have been brought under D.C. Code § 15-109 (2012

Repl.), which permits a plaintiff to seek to prove an entitlement of prejudgment

interest during trial, as an element of damages. Section 15-109 does not state that it
 22

is an exclusive remedy, however, and we conclude that the Parkers therefore were

free to choose to seek prejudgment interest instead under § 15-108.

Although we vacate the trial court’s order denying prejudgment interest, we

do not direct an award of prejudgment interest. As the bank points out, § 15-108

also requires that prejudgment interest “be payable by contract or law or usage.” The

trial court did not address that requirement, and we leave that issue for the trial court

to determine in the first instance on remand. See, e.g., Velcoff v. MedStar Health,

Inc., 186 A.3d 823, 829 (D.C. 2018) (remanding for trial court to consider issue in

first instance).

Finally, we note that proceedings on remand may (or may not) result in an

additional award of damages. We express no view as to whether prejudgment

interest would or would not be available with respect to any such damages.

For the foregoing reasons, we affirm the jury’s award of damages to the

Parkers, vacate the judgment of the Superior Court in part, and remand for further

proceedings. Specifically, the trial court on remand should (1) determine whether

prejudgment interest on the jury’s award of a little over $1.3 million is payable by

contract or law or usage; (2) rule on any renewed motion to amend the complaint
 23

with respect to the request for an accounting; and (3) hold a trial at which the Parkers

are permitted to try to prove that the Bank’s termination of the LLC and transfer of

the LLC’s property attempt (a) warranted an award of additional damages for their

claim of breach of contract and (b) constituted conversion.

So ordered.