                  United States Court of Appeals

               FOR THE DISTRICT OF COLUMBIA CIRCUIT

       Argued December 11, 1998     Decided August 1, 2000 

                           No. 97-7195

                         Brad Williams, 
                     Appellee/Cross-Appellant

                                v.

      First Government Mortgage and Investors Corporation, 
                     Appellant/Cross-Appellee

                   Industry Mortgage Company, 
                     Appellant/Cross-Appellee

                        Consolidated with 
                           No. 97-7243

          Appeals from the United States District Court 
                  for the District of Columbia 
                         (No. 96cv00708) 
                         (No. 96cv01993)

                            ---------

     Nathan I. Finkelstein and Laurie B. Horvitz argued the 
cause and filed the briefs for appellants/cross-appellees.

     Rachel Mariner argued the cause for Brad Williams as 
appellee.  Nina F. Simon argued the cause for Brad 
Williams as cross-appellant.  With them on the briefs was 
Jean Constantine-Davis.

     Before:  Wald,* Tatel and Garland, Circuit Judges.

     Opinion for the Court filed by Circuit Judge Tatel.

     Tatel, Circuit Judge:  Brad Williams refinanced his Wash-
ington, D.C. home with First Government Mortgage and 
Investors Corporation.  Unable to make his monthly pay-
ments and threatened with foreclosure, Williams sued First 
Government, raising common law and both state and federal 
statutory causes of action.  A jury found First Government 
liable under the D.C. Consumer Protection Procedures Act 
and awarded damages.  The district court trebled the dam-
ages, denied Williams's common law unconscionability and 
federal Truth in Lending Act claims, and awarded him sub-
stantial attorneys' fees.  Both sides appealed.  Because the 
District of Columbia Court of Appeals has squarely held that 
the D.C. Consumer Protection Procedures Act applies to 
home mortgage transactions, and because we find sufficient 
evidence in the record to support the jury's verdict, we affirm 
the award of damages.  We also affirm the district court's 
judgment that the attorneys' fee award, though disproportion-
ate to the amount of damages recovered, was reasonable in 
relation to Williams's success in the litigation.  Finally, we 
affirm the district court's dismissal of Williams's Truth in 
Lending Act claims, but remand his common law unconsciona-
bility claim for the district court to clarify whether he lacked 
"meaningful choice" when he agreed to the terms of the loan.

                                I

     The facts of this case are set forth in detail in Williams v. 
First Gov't Mortgage & Investors Corp., 176 F.3d 497 (D.C. 

__________
     * Former Circuit Judge Wald was a member of the panel at the 
time of oral argument, but did not participate in the decision.

Cir. 1999).  In summary, appellee and cross-appellant Brad 
Williams, a 61 year old retired painter and handyman, has 
owned his home in Northeast Washington, D.C. for 29 years.  
In 1994, Williams had a $42,000 mortgage from Central 
Money Mortgage Company.  He paid $587 per month.  Be-
cause he owed $1,400 in unpaid property taxes, the D.C. 
government advertised his house for auction in a tax sale.  
Short on cash, Williams went to several lenders, including 
seven banks, seeking a $1,400 loan to pay his taxes.  Most 
would not give him credit because his income was too low.

     First Government Mortgage and Investors Corporation, 
appellant and cross-appellee, offered to help Williams, though 
not by loaning him the $1,400 he needed to make the pay-
ment.  Instead, First Government offered to refinance his 
entire mortgage through a 30-year loan for $58,300 with a 
13.9 percent interest rate and $686 monthly payments.  Al-
though the monthly payment was $100 more than he had 
been paying, and although the term of the loan was longer 
than he wanted, Williams reluctantly took the loan, believing 
that he had no other alternative to foreclosure.  Most of the 
loan, $42,913, paid off his existing mortgage;  $7,596 covered 
various fees;  $1,609 covered his taxes;  $1,273 went to pay for 
a two-year life insurance policy;  the remaining $4,909 eventu-
ally went toward his monthly payments.

     At the time of the loan settlement, Williams was receiving 
$1,072 a month in disability benefits, $100 of which went to 
health insurance, plus up to $3,000 a year from part-time 
work.  At most he had roughly $1,200 a month in disposable 
income, over half of which went to First Government to cover 
his $686 monthly payments.  This left little more than $500 
each month to buy necessities for himself and his dependents.  
With 11 children and 23 grandchildren, Williams testified that 
his household had at least seven people in it at any given 
time.

     He kept up with his loan payments for 12 months, but his 
financial circumstances steadily worsened.  He began to run 
out of food by the latter part of each month.  His electricity, 
gas, and water were cut off.  He eventually fell behind on his 

loan payments.  In August 1996, Industry Mortgage Compa-
ny (to whom First Government had assigned the loan) served 
him with a foreclosure notice demanding $63,831.

     Williams filed suit in the United States District Court for 
the District of Columbia, seeking to enjoin the foreclosure, to 
rescind the loan, and to obtain damages pursuant to statutory 
and common law causes of action.  Among other things, he 
claimed:  (1) that First Government violated section 28-
3904(r) of the D.C. Consumer Protection Procedures Act 
("CPPA") by knowingly taking advantage of his inability to 
protect his interests in the loan transaction or by knowingly 
making him a loan he could not repay with any reasonable 
probability;  (2) that First Government violated the common 
law doctrine of unconscionability articulated in Williams v. 
Walker-Thomas Furniture Co., 350 F.2d 445 (D.C. Cir. 1965);  
and (3) that First Government violated the federal Truth in 
Lending Act ("TILA") by failing to disclose the life insurance 
premium as a finance charge and by failing to give him timely 
notice of his right to cancel the loan.  First Government 
moved for summary judgment, arguing that the CPPA did 
not apply to home mortgage loans.  The district court denied 
the motion.  See Williams v. Central Money Co., 974 F. 
Supp. 22, 27 (D.D.C. 1997) ("Williams I").

     After a five-day trial, the jury returned a verdict in favor of 
Williams on his CPPA claim in the amount of $8,400.  Find-
ing the evidence sufficient to sustain the verdict, the district 
court denied First Government's motion for judgment not-
withstanding the verdict.  See Williams v. First Gov't Mort-
gage & Investors Corp., 974 F. Supp. 17, 22 (D.D.C. 1997) 
("Williams II").  After trebling the jury's award to $25,200, 
as authorized by section 28-3905(k)(1) of the CPPA, the 
district court denied Williams's common law unconscionability 
and TILA claims.  See id. at 18-22.  Williams then filed a 
motion seeking $199,340 in attorneys' fees.  The district court 
awarded him the entire amount.  See Williams v. Central 
Money Co., No. 96-1993 (D.D.C. Jan. 28, 1998) ("Fees Order 
II");  Williams v. Central Money Co., No. 96-1993 (D.D.C. 
Oct. 1, 1997) ("Fees Order I").  Both sides appealed.

     Oral argument in this case was heard on the same day as 
DeBerry v. First Gov't Mortgage & Investors Corp., 170 F.3d 
1105 (D.C. Cir. 1999) amended, No. 97-7211, ___ F.3d ____ 
(D.C. Cir. 2000), a case also involving a claim by First 
Government that the CPPA does not apply to home mortgage 
transactions.  Because local D.C. courts had "not ruled di-
rectly on this issue and because the answer will have signifi-
cant effects on District of Columbia mortgage finance prac-
tice," we certified the following question to the D.C. Court of 
Appeals:  "Does D.C. Code s 28-3904(r) apply to real estate 
mortgage finance transactions?"  Id. at 1110.  In the mean-
time, we disposed of First Government's claims that Mary-
land law, not the CPPA, governs the loan it made to Williams 
and that TILA preempts the CPPA.  See Williams, 176 F.3d 
at 499-500.

     On December 30, 1999, the D.C. Court of Appeals answered 
the certified question, holding that section 28-3904(r) of the 
CPPA does apply to real estate mortgage finance transac-
tions.  DeBerry v. First Gov't Mortgage & Investors Corp., 
743 A.2d 699, 703 (D.C. 1999), reh'g en banc denied (May 16, 
2000).  We address First Government's remaining claims in 
section II of this opinion.  In section III, we address 
Williams's cross appeal.

                                II

     First Government argues that the evidence is insufficient to 
support the jury's finding of liability and award of damages 
under the CPPA.  It also challenges the award of attorneys' 
fees to Williams.  We discuss each argument in turn.

                     Sufficiency of evidence

     The district court instructed the jury that it could find 
CPPA liability on one of two grounds:  either that First 
Government made Williams a loan that it knew he could not 
repay, see D.C. Code Ann. s 28-3904(r)(1), or that First 
Government took advantage of Williams's inability to protect 
his interests in the transaction, see id. s 28-3904(r)(5).  Our 
role in reviewing the jury's verdict in Williams's favor and the 
district court's denial of First Government's motion for judg-

ment notwithstanding the verdict is "very limited."  Ferebee 
v. Chevron Chem. Co., 736 F.2d 1529, 1534 (D.C. Cir. 1984).

     The jury's verdict must stand unless the evidence, to-
     gether with all inferences that can reasonably be drawn 
     therefrom is so one-sided that reasonable [persons] could 
     not disagree on the verdict.  The appellate court does 
     not assess witness credibility nor weigh the evidence, but 
     rather seeks to verify only that fair-minded jurors could 
     reach the verdict rendered.
     
Id. (citations and internal quotation marks omitted).

     Applying this highly deferential standard, we think "fair-
minded jurors" could find First Government liable under 
either subsection (r)(1) or subsection (r)(5).  Williams testified 
that he informed First Government that he received approxi-
mately $900 in monthly disability benefits and no more than 
$3,000 a year from part-time work.  See Trial Tr. 5/12/97 
("Tr.") at 96-97.  Although Williams's loan application indi-
cated that he earned $500 a month in addition to his monthly 
check, Williams testified not only that he never gave that 
figure to First Government, but also that First Government 
"lied" when it wrote that figure on his application.  Id. at 100.  
From this testimony, a reasonable jury could easily find that 
First Government knew that Williams's income was no more 
than $1,200 a month.  From other evidence in the record, a 
reasonable jury could also find that First Government knew 
that Williams was disabled, that he was getting older, and 
that he would be unable to supplement his fixed income with 
earnings from part-time work throughout the 30-year term of 
the loan.  We find that a reasonable jury could conclude that 
First Government made the loan to Williams knowing "there 
was no reasonable probability of payment in full of the 
obligation."  D.C. Code Ann. s 28-3904(r)(1).

     We likewise find that a reasonable jury applying subsection 
(r)(5) could conclude that Williams was unable fully to under-
stand the transaction and that First Government "knowingly 
[took] advantage of [his] inability ... reasonably to protect 
his interests."  Id. s 28-3904(r)(5).  Williams testified that he 
had only a sixth-grade education from the segregated schools 

of Savannah, Georgia, see Tr. at 40-41, that he could read no 
more than 40 percent of a newspaper, see id. at 90, that he 
only recently learned through tutoring "what S means at the 
end of the word" and "what a capital letter means," id. at 43-
44, that he thought an interest rate of 13.90 percent exceeded 
13.9 percent, see id. at 173-74, and that when he bought his 
house in 1970, he "depended on [his wife] basically to do most 
of [his] reading [at the closing] 'cause she had an 11th grade 
education," id. at 43.  Williams also testified that during his 
20-minute meeting with First Government to settle the loan, 
the loan officers neither explained the papers he signed nor 
gave him time to review the papers or any papers to take 
home.  See id. at 60-61, 142-44, 183.  First Government 
points to testimony suggesting that Williams had considerable 
experience and familiarity with mortgage transactions.  Our 
role, however, does not include weighing the evidence.  See 
Ferebee, 736 F.2d at 1534.  Instead, we need only satisfy 
ourselves that "fair-minded jurors could reach the verdict 
rendered."  Id.  In this case, the evidence is sufficient for a 
reasonable jury to find liability under subsection (r)(5).

     First Government next claims that the evidence does not 
support the jury's award of damages, pointing out that the 
terms of the loan were calibrated to the risk Williams posed 
as a borrower and that Williams was unable to secure better 
terms from other lenders.  But the amount of damages turns 
not on whether Williams had better options or whether the 
terms of the loan met industry standards, but rather, as the 
district court instructed the jury, on whether "Mr. Williams 
lost money as a result of unlawful acts of First Government."  
Tr. at 816 (emphasis added).  Upon finding that First Gov-
ernment unlawfully made Williams a loan that he either could 
not repay or did not understand, the jury had ample basis for 
awarding $8,400 in damages.  After all, First Government 
collected over $7,500 in fees and expenses, and charged 
Williams $100 per month more than he had been paying 
under his previous mortgage.

     Nor do we find merit in First Government's complaint that 
the district court articulated no factual basis for trebling the 
damages and improperly awarded Williams both treble dam-

ages and attorneys' fees.  Once it is established that a 
"consumer [has] suffer[ed] any damage," the CPPA autho-
rizes courts to treble damages without further findings.  D.C. 
Code Ann. s 28-3905(k)(1)(A) (1996).  Moreover, at the time 
First Government made the loan, the CPPA provided that 
plaintiffs may "recover or obtain any of the following:  (A) 
treble damages;  (B) reasonable attorneys' fees;  (C) punitive 
damages;  (D) any other relief which the court deems proper."  
Id. s 28-3905(k)(1) (amended 1998).  The word "any," togeth-
er with the absence of the word "or" between options (A) 
through (D), indicates that courts may award any one or any 
combination of the listed remedies.  See District of Columbia 
Committee on Public Services and Consumer Affairs, Report 
on Bill 1-253, the District of Columbia Consumer Protection 
Procedures Act 23 (1976) ("Treble damages and reasonable 
attorneys' fees are recoverable in order to encourage the 
private bar to take such cases.").

                         Attorneys' fees

     Williams's original suit in district court named four defen-
dants (First Government, Industry Mortgage, Central Money, 
and Charles Hardesty) and alleged five causes of action 
(common law fraud, common law unconscionability, CPPA, 
TILA, and D.C. usury law).  After settling with two defen-
dants (Central Money and Charles Hardesty), Williams went 
to trial against First Government and Industry Mortgage, the 
assignee of the loan.  Following the jury verdict in his favor 
and the district court's subsequent orders, Williams submit-
ted a fee request calculated as follows:  Starting with the total 
amount of fees generated by the suit, Williams's attorneys cut 
in half all fees incurred prior to settlement with Central 
Money and Charles Hardesty, thus excluding fees attribut-
able to work performed against the two settling defendants.  
His attorneys then excluded fees associated with the TILA 
and usury claims, as well as post-trial fees associated with the 
unconscionability claim.  Thus, according to Williams, the 
$199,340 fee request, which the district court granted in full, 
reflects half of all fees associated with the fraud, CPPA, and 
unconscionability claims prior to settlement, plus the entire 
amount of such fees after settlement up to the end of trial.  

"[A]n attorney's fee award by the District Court will be upset 
on appeal only if it represents an abuse of discretion."  Cope-
land v. Marshall, 641 F.2d 880, 901 (D.C. Cir. 1980) (en banc).

     Under settled law, Williams may recover fees only for work 
related to the claim on which he prevailed, and the fees 
awarded on that claim must be reasonable in relation to the 
success achieved.  See Hensley v. Eckerhart, 461 U.S. 424, 
434 (1983).  Pointing out that Williams's fee request actually 
included time for work on the TILA claims, First Government 
argues that the TILA and fraud claims were unrelated to the 
CPPA and unconscionability claims.  The latter, it says, 
involved Williams's ability to understand the transaction and 
to pay off the loan, while the former involved the accuracy 
and completeness of First Government's disclosures and rep-
resentations to Williams.  Disagreeing with First Govern-
ment, the district court explained that "all the claims against 
all defendants involved a 'common core of facts' and 'related 
legal theories.' "  Fees Order I at 3 (quoting Hensley, 461 
U.S. at 435).  "For example," the district court said, "the sale 
of insurance to plaintiff ... was a common denominator of 
plaintiff's [TILA] theory, its fraud theory, and its D.C. statu-
tory claims.  The overlap was certainly enough to justify the 
basic approach of plaintiff's counsel [in calculating the fee 
request]."  Fees Order II at 1-2.

     In Morgan v. District of Columbia, we said that "[f]ees for 
time spent on claims that ultimately were unsuccessful should 
be excluded only when the claims are 'distinctly different' in 
all respects, both legal and factual, from plaintiff's successful 
claims."  824 F.2d 1049, 1066 (D.C. Cir. 1987) (quoting Hens-
ley, 461 U.S. at 434).  Recognizing that "there is no certain 
method of determining when claims are 'related' or 'unrelat-
ed,' " Hensley, 461 U.S. at 437 n.12, we find no basis for 
believing that the district court abused its discretion in con-
cluding that the TILA and fraud claims were not " 'distinctly 
different in all respects' " from the CPPA and unconscionabil-
ity claims.  Fees Order II at 1 (quoting Morgan, 824 F.2d at 
1066).  Indeed, considering the overlap among Williams's 
various common law and statutory causes of action, we agree 
with the district court that "[m]uch of the work done by 

plaintiff's counsel would have been required to litigate any 
one of his claims against any single defendant."  Fees Order I 
at 3.

     First Government next argues that the district court 
abused its discretion by awarding fees disproportionate to the 
damages Williams recovered.  Relying on pre-trial estimates 
of the dollar value of the suit provided by Williams's attor-
neys, First Government argues that because the $25,200 
award amounted to only 10 to 15 percent of Williams's 
litigation objectives, the district court should have awarded no 
more than 10 to 15 percent of the attorneys' fees requested.  
Again, the district court disagreed, stating "while the relief 
plaintiff obtained was not what he originally sought in dollar 
terms, the fee requested is not unreasonable in relation to 
that recovery."  Id.

     In Hensley, the Supreme Court rejected a " 'mathematical 
approach' " similar to that proposed by First Government, 
461 U.S. at 435 n.11 (citation omitted), noting that "[t]here is 
no precise rule or formula" for determining the reasonable-
ness of the relation between the fee requested and the relief 
obtained, id. at 436.  Here, the district court found the fees 
reasonable, considering not only the damages Williams recov-
ered, which will prevent his immediate expulsion from his 
home and will likely help save his home in the long run, but 
also "[t]he vindication of rights, whether constitutional or 
statutory."  Fees Order II at 2.  Like the plaintiffs in City of 
Riverside v. Rivera, who received a $245,000 fee award that 
was more than seven times the $33,000 in damages they 
recovered under a federal civil rights statute, Williams "seeks 
to vindicate important civil ... rights that cannot be valued 
solely in monetary terms."  477 U.S. 561, 574 (1986) (plurality 
opinion).  Affirming the fee award in Rivera, the Supreme 
Court held that fees awarded under 42 U.S.C. s 1988 need 
not be proportionate to the amount of damages recovered in 
order to satisfy Hensley's reasonableness standard.  See id. 
at 580 (plurality opinion);  id. at 585 (Powell, J., concurring in 
the judgment).  Given the public policy interests served by 
the CPPA, see DeBerry, 743 A.2d at 703, we decline to read a 
"rule of proportionality" into that statute.  Such a rule "would 

make it difficult, if not impossible, for individuals with merito-
rious ... claims but relatively small potential damages to 
obtain redress from the courts."  Rivera, 477 U.S. at 578 
(plurality opinion).  Thus, although Williams's fee award is 
disproportionate to the damages he recovered, the district 
court did not abuse its discretion in concluding that the fees 
requested were "reasonable in relation to the success 
achieved."  Hensley, 461 U.S. at 436.

     First Government challenges the calculation of the fee in 
several other respects, claiming among other things that 
Williams's attorneys failed to exercise billing judgment, over-
staffed the case, and incurred unnecessary costs due to their 
alleged lack of trial experience.  Having carefully considered 
each claim, we think none requires discussion.  As we have 
said before, "[w]e customarily defer to the District Court's 
judgment because an appellate court is not well situated to 
assess the course of litigation and the quality of counsel."  
Morgan, 824 F.2d at 1065.  By contrast, the district court 
"closely monitors the litigation on a day-to-day basis," id. at 
1065-66, "presid[ing] at numerous motions, discovery dis-
putes, and chambers conferences, as well as at the pretrial 
conference and trial," id. at 1066 (internal quotation marks 
and citation omitted).  See also Hensley, 461 U.S. at 437 
(district court has "superior understanding of the litigation").  
"[I]ll-positioned to second guess [its] determination," Morgan, 
824 F.2d at 1066, we need only verify that the district court 
"provide[d] a concise but clear explanation of its reasons for 
the fee award," Hensley, 461 U.S. at 437.  Because the 
district court in this case did just that, we see no basis for 
disturbing Williams's fee award.

                            *   *   *

     Having thoroughly considered First Government's other 
claims, including its challenges to various evidentiary rulings 
by the district court, and finding none persuasive, we affirm 
the district court's judgments against First Government in all 
respects.

                               III

     As cross-appellant, Williams argues that the district court 
violated his constitutional right to a jury trial by rejecting his 

unconscionability claim after the jury had determined that the 
loan was unconscionable under the CPPA;  that the district 
court misapplied the common law doctrine of unconscionabili-
ty;  and that it erred as a matter of law in dismissing his 
TILA claims.  Because these claims present issues of law, our 
review is de novo.  See Pierce v. Underwood, 487 U.S. 552, 
558 (1988).

                   Common law unconscionability

     After the jury found First Government liable under sec-
tion 28-3904(r) of the CPPA, which prohibits sales or leases 
with "unconscionable terms or provisions," the district court 
rejected Williams's equitable claim of common law unconscio-
nability.  Relying on the proposition that the Seventh 
Amendment right to trial by jury guarantees that a jury's 
determination of factual issues common to legal and equita-
ble claims "governs the entire case," Bouchet v. National 
Urban League, 730 F.2d 799, 803 (D.C. Cir. 1984), Williams 
argues that the jury's finding of statutory unconscionability 
compelled the district court to find common law unconsciona-
bility as well.  We disagree.

     Liability for common law unconscionability requires two 
findings:  "an absence of meaningful choice on the part of one 
of the parties together with contract terms which are unrea-
sonably favorable to the other party."  Walker-Thomas, 350 
F.2d at 449.  Liability for statutory unconscionability in this 
case required one of two findings:  either that First Govern-
ment knew Williams would be unable to repay the loan, see 
D.C. Code Ann. s 28-3904(r)(1), or that it took advantage of 
his inability to protect his interests in the loan transaction, 
see id. s 28-3904(r)(5).  Of course, a finding of liability under 
either subsection (r)(1) or subsection (r)(5) would be highly 
probative of common law unconscionability.  But because the 
jury was not asked to specify which provision it applied in 
reaching its verdict (Williams never requested such an in-
struction), "nobody can say what the jury found the facts to 
be."  Williams II, 974 F. Supp. at 19.  The jury's verdict can 

thus have no binding effect on the district court's subsequent 
factfinding.

     Independent of his Seventh Amendment claim, Williams 
argues that the district court misapplied the "absence of 
meaningful choice" standard articulated in Walker-Thomas.  
That case identified a range of factors that courts should 
consider in determining whether a party to a transaction 
lacks "meaningful choice":

     Whether a meaningful choice is present in a particular 
     case can only be determined by consideration of all the 
     circumstances surrounding the transaction.  In many 
     cases the meaningfulness of the choice is negated by a 
     gross inequality of bargaining power.  The manner in 
     which the contract was entered is also relevant to this 
     consideration.  Did each party to the contract, consider-
     ing his obvious education or lack of it, have a reasonable 
     opportunity to understand the terms of the contract, or 
     were the important terms hidden in a maze of fine print 
     and minimized by deceptive sales practices?  Ordinarily, 
     one who signs an agreement without full knowledge of its 
     terms might be held to assume the risk that he has 
     entered a one-sided bargain.  But when a party of little 
     bargaining power, and hence little real choice, signs a 
     commercially unreasonable contract with little or no 
     knowledge of its terms, it is hardly likely that his con-
     sent, or even an objective manifestation of his consent, 
     was ever given to all the terms.
     
350 F.2d at 449 (footnotes omitted);  see also Diamond Hous-
ing Corp. v. Robinson, 257 A.2d 492, 493 (D.C. 1969) (allowing 
factfinder to find " 'absence of meaningful choice' because of 
appellee's unequal bargaining power and her ignorance of the 
meaning of the lease provisions").

     After finding the terms of the loan unreasonably favorable 
to First Government, the district court offered the following 
analysis of whether Williams lacked "meaningful choice":

     Williams' argument on the lack of meaningful choice 
     proceeds from his assertion that he was under time 
     
     pressure either to pay his D.C. property taxes or suffer 
     the tax sale of his home.  The notice of an impending tax 
     sale undoubtedly motivated Williams' decision, but it did 
     not deprive him of meaningful choice.  Williams had 
     known for weeks that a tax sale on his home was 
     scheduled.  The sale was not proven to be imminent.
     
Williams II, 974 F. Supp. at 19.  The district court went on 
to say:

     Moreover, Williams had substantial experience in finding 
     mortgage loans and had been actively shopping for a loan 
     in the weeks before his entry into the agreement with 
     First Government.  Williams' testimony that he was 
     upset by the terms of the loan, which plaintiff now 
     argues demonstrates his lack of meaningful choice, actu-
     ally tends to prove the contrary proposition:  that he 
     knew what he was doing and did it voluntarily.
     
Id.  According to Williams, the district court failed to consid-
er "all the circumstances surrounding the transaction," 
Walker-Thomas, 350 F.2d at 449--in particular, his lack of 
education and limited literacy.

     We agree with Williams that Walker-Thomas required the 
district court not only to have examined, as it did in the first 
part of its analysis, whether he could have pursued other 
options, but also to have inquired whether he gave meaningful 
"consent" to the loan.  Id.  From the second part of its 
analysis, especially its statement that "he knew what he was 
doing and did it voluntarily," Williams II, 974 F. Supp. at 19, 
we cannot be sure whether the district court considered, as 
Walker-Thomas requires, Williams's lack of education, his 
ability to understand the transaction, his overall bargaining 
power, and the fairness of First Government's sales practices.  
Nor can we be sure whether the district court's observation 
that "Williams had substantial experience in finding mortgage 
loans," id., was shorthand for a finding, again as required by 
Walker-Thomas, that Williams understood the terms of his 
loan with First Government, notwithstanding the appreciable 
evidence of his limited literacy, see supra at 6-7.

     We thus remand the "meaningful choice" issue to the 
district court.  If the district court did in fact consider 
Williams's lack of education and limited literacy in concluding 
that Williams "knew what he was doing and did it voluntari-
ly," Williams II, 974 F. Supp. at 19, that will be the end of 
the matter.  Otherwise, the district court should take such 
action as it believes necessary consistent with this opinion.

                       Truth in Lending Act

     Challenging the district court's denial of his TILA claims, 
Williams first argues that the district court wrongly rejected 
his claim that First Government unlawfully failed to disclose 
the $1,273 life insurance premium as a finance charge associ-
ated with the loan.  See 15 U.S.C. s 1605 (1994) (requiring all 
costs of credit to be disclosed to borrowers as finance 
charges);  12 C.F.R. s 226.4 (1998) (same).  The life insurance 
policy he bought had the following provision, known as an 
"actively at work requirement":

     Your insurance will take effect on the date shown above.  
     You must be regularly performing the duties of your 
     occupation on your last scheduled workday before this 
     date.  If you are not, your insurance will take effect on 
     the date you resume such duties.
     
According to Williams, First Government knew that the 
policy would never take effect because it was aware that he 
had not "regularly perform[ed] the duties of [his] occupation" 
since retiring in 1987 and that he could never "resume such 
duties" due to his disability.  Thus, Williams argues, the 
insurance premium amounted to a hidden cost of credit that 
First Government should have disclosed as a finance charge.

     Although the language of the "actively at work require-
ment" could be read to prevent Williams's policy from taking 
effect, we think ordinary principles of waiver and estoppel 
would have barred any attempt by the insurance company to 
deny coverage on this ground.  Where an insurer accepts 
premium payments from the insured with knowledge of facts 
that would invalidate the policy, the insurer may not avoid 
liability on the basis of those facts.  See Britamco Underwrit-

ers, Inc. v. Nishi, Papagjika & Assocs., Inc., 20 F. Supp. 2d 
73, 77 (D.D.C. 1998) (noting common law norm that waiver 
and estoppel "bar[ ] an insurer who has knowledge of facts 
that would exclude coverage, from seeking to avoid liability 
on non-coverage grounds after acting as though the policy 
were in force");  Diamond Serv. Co. v. Utica Mutual Ins. Co., 
476 A.2d 648, 654 (D.C. 1984) ("Waiver is an act or course of 
conduct by the insurer which reasonably leads the insured to 
believe that the breach will not be enforced.  Estoppel ... 
generally results when an insurance company assumes the 
defense of an action or claim, with knowledge of a defense of 
non-liability under the policy....");  see also 16C John A. 
Appleman & Jean Appleman, Insurance Law & Practice 
s 9273 (1981).  Here, Williams wrote on his insurance appli-
cation that he was a "Painter--Retired" and that he was not 
"actively engaged full time in the duties of [his] profession."  
Knowing this, the insurance company (through First Govern-
ment) accepted Williams's $1,273 premium.  Since these facts 
would have barred the insurance company from invoking the 
"actively at work requirement" to deny Williams coverage, we 
agree with the district court that the insurance policy was not 
worthless and that the premium was therefore not a finance 
charge.  See Williams II, 974 F. Supp. at 20 n.3.

     Claiming that the life insurance policy he bought was 
"credit life" (a policy that insures payment of the outstanding 
balance on a loan if the borrower dies during the policy's 
term), Williams next argues that First Government excluded 
the premium from the finance charge without making disclo-
sures required by TILA.  See 12 C.F.R. s 226.4(d)(1)(ii).  
The district court rejected this argument on the ground that 
the insurance policy was not credit life.  See Williams II, 974 
F. Supp. at 20.  Again, we agree.

     The essential feature of a credit life insurance policy is that 
the beneficiary must be the creditor or the credit account of 
the insured.  See 12 C.F.R. s 226(d), Supp. I, cmt. 6 (official 
staff interpretations).  Williams never designated a beneficia-
ry on his insurance application, nor did he make a subsequent 
endorsement.  He did sign a disclosure form that said:  "The 
[insurance] [c]ompany will pay all insurance benefits to the 

Bank which will apply it to the unpaid balance of your Loan.  
The excess, if any, will be paid to your designated Beneficia-
ry."  But the quoted language appears on the form under the 
title "Multiple Life Coverage" and applies only to policies 
covering two or more co-borrowers.  The form contains no 
such language under the title "Single Life Coverage."  We 
thus agree with the district court that "[h]ad Williams died 
during the two-year term of the policy, his estate--not First 
Government or its assignees--would have been entitled to the 
proceeds of the life insurance policy."  Id.

     In the alternative, Williams argues that even if the policy 
was not credit life, the evidence compelled the district court 
to find that Williams did not buy the policy voluntarily and 
that First Government therefore should have disclosed the 
premium as a finance charge.  See 12 C.F.R. s 226.4(d), 
Supp. I, cmt. 6 (exempting insurance premiums from disclo-
sures applicable to finance charges "[i]f such insurance is not 
required by the creditor as an incident to or a condition of 
credit").  When Williams bought the policy, however, he 
signed a form titled "OPTIONAL LIFE INSURANCE DIS-
CLOSURE STATEMENT," whose first sentence reads:  
"Credit related life insurance is not required to obtain credit 
and will not be provided unless you sign and agree to pay the 
additional cost."  We thus agree with the district court:  
"[N]o reasonable juror could have concluded that [Williams's 
purchase] was involuntary."  Williams II, 974 F. Supp. at 20.

     Finally, Williams argues that the district court wrongly 
denied his claim that First Government failed to provide him 
timely notice of his right to cancel the loan.  Under TILA, a 
borrower who uses his home as security for a loan is entitled 
to a three-day "cooling off" period after settlement during 
which he has an absolute right to cancel the transaction.  See 
15 U.S.C. s 1635;  12 C.F.R. s 226.23(a)(3).  If a lender fails 
to notify the borrower of the right to cancel three business 
days before the "cooling off" period expires, then the borrow-
er retains the right to cancel for three years after settlement.  
See id.

     First Government issued Williams a notice stating that he 
had until January 18, 1995 to cancel the loan.  Counting 
backward three days from January 18, the district court 
assumed that if the notice reached Williams by January 15, 
then First Government had satisfied its disclosure and deliv-
ery obligations.  See Williams II, 974 F. Supp. at 21.  But 
"for purposes of rescission," TILA regulations define "busi-
ness days" as "calendar days except Sundays and the legal 
public holidays ... such as ... the Birthday of Martin 
Luther King, Jr."  12 C.F.R. s 226.2(a)(6).  January 16 was 
the King holiday.  January 15 was a Sunday.  The January 
18 expiration date thus meant that First Government had to 
deliver notice of Williams's right to cancel no later than 
January 13, the date of the loan settlement.

     Notwithstanding this miscalculation of the notice delivery 
date, we think the district court properly dismissed Williams's 
claim.  At the loan settlement on January 13, Williams signed 
a document stating, "I acknowledge receipt of two copies of 
NOTICE OF RIGHT TO CANCEL...."  His signature 
created a rebuttable presumption of delivery.  See 15 U.S.C. 
s 1635(c).  To rebut this presumption, Williams relied on his 
trial testimony stating that he received no papers to take 
home at settlement and that he only received loan documents 
in the mail some days later.  See Tr. at 142-44.  Rejecting 
this argument, the district court concluded that "it is reason-
able ... to require strict proof of a claim of non-delivery" and 
that "Williams' testimony, on its own, is not sufficient."  
Williams II, 974 F. Supp. at 22.

     Although we disagree with the district court on the proper 
legal standard for evaluating the sufficiency of Williams's 
testimony--the presumption of delivery imposed on Williams 
"the burden of going forward with evidence to rebut or meet 
the presumption, but [did] not shift to [him] the burden of 
proof," Fed. R. Evid. 301;  see Legille v. Dann, 544 F.2d 1, 6 
(D.C. Cir. 1976)--we agree with the court's ultimate conclu-
sion.  Even under Rule 301's more permissive standard, 
Williams failed to satisfy his evidentiary burden.  After 
Williams testified that he received no papers during the loan 
settlement, First Government's lawyer confronted him with 

his deposition in which he had stated that he "look[ed] at 
those papers when [he] got home" on "the day of the settle-
ment."  Tr. at 143.  Pointing to Williams's prior inconsistent 
statement, the district court found his trial testimony not 
credible, see Williams II, 974 F. Supp. at 21-22, observing 
that "Williams failed to call the only other witness to the 
actual closing, a friend who accompanied him and who might 
have provided corroboration that the documents were not 
handed to him," id. at 22 n.10.  Because "the district court's 
credibility determinations are entitled to the greatest defer-
ence from this court on appeal," Carter v. Bennett, 840 F.2d 
63, 67 (D.C. Cir. 1988), and because Williams offered no 
evidence of non-delivery beyond his trial testimony, we affirm 
the district court's determination that Williams failed to rebut 
the presumption of delivery.

     Having affirmed the district court's dismissal of Williams's 
TILA claims, we have no need to reach Industry Mortgage's 
arguments denying assignee liability under 15 U.S.C. s 1641.

                                IV

     We remand Williams's common law unconscionability claim 
for further proceedings consistent with this opinion.  On all 
other claims, we affirm.

                                                         So ordered.

                                              