                          UNITED STATES DISTRICT COURT
                          FOR THE DISTRICT OF COLUMBIA

JOHN W. BOYD, JR. and NATIONAL   )
BLACK FARMERS ASSOCIATION, INC., )
                                 )
         Plaintiffs,             )
                                                 )
                     v.                          )      Civil Case No. 12-01893 (RJL)
                                                 )
JAMES SCOTT FARRIN and ANDREW H.)
MARKS,                          )
                                )
         Defendants.
                                          ~)
                             MEMORANDUM OPINION
                             Augustz__, 2013 [## 10, 13]

       Plaintiffs are a farm advocacy organization, the National Black Farmers

Association ("NBFA"), and its president, John W. Boyd. Over more than two decades,

Boyd and the NBF A have fought tirelessly to remedy years of discrimination against

black farmers. Their work culminated in two pieces of legislation and two class-action

lawsuits known as Pigford I and Pigford II. Together, these legislative and legal victories

produced over $1 billion that was distributed among thousands of class members.

      Defendants are two members of the team of lawyers that advocated on behalf of

NBF A and class members in Pigford II. Plaintiffs allege that defendants promised to

compensate them for their advocacy work during Pigford II but failed to follow through

on their promise. Plaintiffs' complaint brings three claims: breach of fiduciary duty,

quantum meruit, and breach of contract. Defendants have moved separately to dismiss




                                             1
the complaint for lack of subject matter jurisdiction and for failure to state a claim. 1

Upon consideration of defendants' motions to dismiss and the entire record herein, the

Court GRANTS defendants' motions to dismiss.

                                          BACKGROUND

        Nearly sixteen years ago, black farmers brought a class action lawsuit challenging

decades of racial discrimination in the allocation of federal farm assistance. See Pigford

v. Glickman, No. 97-1978 (D.D.C. filed Aug. 28, 1997) ("Pigford f'). 2 Following a 1999

settlement, the Pigford I Court approved claim packages for farmers who filed claims by

September 12, 1999. Compl. [Dkt. # 1] ~ 9. Alternatively, farmers who filed claims by

September 15, 2000 could recover if they demonstrated "extraordinary circumstances"

for their delayed filing. !d.   ~   9. Plaintiff John Boyd, a Virginia farmer, recovered as a

plaintiff under Pigford I, along with 20,000 other successful filers. !d.    ~   9; see also

Matrix of Objector Procedural Deficiencies, Ex. 28 to Pis.' Response to Objections to the

Settlement, In Re Black Farmers Discrimination Litigation, No. 08-mc-511 (D.D.C. Aug.

25, 2011), at 6. However, about 65,000 farmers (the "late filers") were denied relief

under Pigford I because they either 1) missed both deadlines or 2) filed before the




1 See Def. James Scott Farrin's Mot. to Dismiss ("Farrin's Mot.") [Dkt. # 10], Feb. 4,
2013; Def. Andrew H. Marks' Mot. to Dismiss Pursuant to Fed. R. Civ. P. 12(b)(l) and
12(b)(6) ("Marks' Mot.") [Dkt. # 13], Feb. 4, 2013. Plaintiffs opposed these motions.
See Pis.' Opp'n to Defs.' Mot. to Dismiss ("Pis.' Opp'n") [Dkt. # 16], Mar. 1, 2013.
2 This Court may take judicial notice of public records from related court proceedings,
including Pigford I and Pigford II, without converting these motions to dismiss into
motions for summary judgment. See Estate of Botvin v. Islamic Republic of Iran, 873 F.
Supp. 2d 232, 236 (D.D.C. 2012).
                                                  2
September 15, 2000 deadline but could not demonstrate the requisite "extraordinary

circumstances." Compl.          ~   9.

           Boyd is the president of the National Black Farmers Association. !d.      ~   1. For

decades, Boyd and NBF A have fought relentlessly on behalf of American black farmers.

!d.   ~   10. After the late filers were denied relief under Pigford I, Boyd and NBFA

undertook an aggressive campaign to secure compensation for the late filers. !d.           ~~   10-

59. Over the next eight years, Boyd testified before Congress, worked closely with

Congressional leaders, drafted legislation, and organized large protests against the U.S.

Department of Agriculture. !d. His work culminated in the passage of Section 14012 of

the 2008 Farm Bill, which earmarked $100 million for the late filers. !d.       ~~   59-60; see

Pub. Law No. 110-234, § 14012 ("2008 Farm Bill").

           In order to avail themselves of the earmarked funds, the late filers needed to

initiate a lawsuit under the 2008 Farm Bill. !d.      ~   61. To represent NBF A and its

members in the lawsuit, Boyd hired defendant Farrin, along with defendant Marks. !d.                  ~


62. 3 On June 2, 2008, the attorneys filed National Black Farmers Association v.

Schaffer, No. 08-cv-940 (D.D.C. filed June 2, 2008), which was consolidated into In Re

Black Farmers Discrimination Litigation, No. 08-mc-511 (D.D.C. filed Aug. 8, 2008)

("Pigford IF'). Compl.      ~   62; see also Order, NBFA v. Schaffer, No. 08-cv-940, Aug. 8,

2008. While the attorneys worked on the Pigford II lawsuit, Boyd and NBF A continued

their political advocacy. Compl. ~~ 62-106. Specifically, Boyd and NBFA sought an

3 Defendant Marks asserts that Boyd hired defendant Farrin to represent NBFA and its
members, and that Farrin subsequently employed Marks' firm, Crowell & Moring LLP,
to assist him on an hourly basis. Marks' Mot. at 6.
                                                  3
additional $1.15 billion for the late filers, on top of the $100 million already set aside for

them. !d. ~~ 75, 82. Once again, Boyd and NBFA held rallies, met with senior

government officials, reached out to other farm groups, and generated media attention for

the cause. !d.     ~~   62-106.

        On February 10, 2010, the Pigford II parties entered into a settlement to resolve

the claims of the late filers. !d. ~ 86. However, the settlement was contingent upon the

appropriation of the additional $1.15 billion that Boyd and NBF A were attempting to

secure. !d. Throughout 2010, Boyd and NBF A worked with lawmakers to push

appropriation legislation through Congress and to the President's desk. !d.     ~~   87-106.

After years of hard work, Boyd and NBF A witnessed the passage of the Claims

Resolution Act on December 8, 2010, which appropriated the additional $1.15 billion for

the late filers.   !d.~   106; see also Claims Resolution Act, H.R. 4783, Pub. Law No. 111-

291, § 201 (2010).

        Under the Pigford II settlement, the parties agreed to award attorneys' fees to class

counsel of an amount between 4.1% and 7.4% of an adjusted sum of the settlement funds.

!d.~   108, 109. According to Boyd, Farrin made payments to Boyd for some of the work

he performed and promised him that he would be fully compensated for his years of

advocacy that helped generate the Pigford II settlement. !d.    ~~   72, 111-12, 115. But

when class counsel filed their motion for attorneys' fees, Boyd was dismayed to learn

that the attorneys did not mention him or seek any payment on his behalf. !d.        ~   119. In

response, Boyd filed a motion for leave to respond to the attorneys' fees motion. Mot. of

John W. Boyd and the NBFA for 1) Leave to File Response to Class Counsel's Updated

                                                4
and Original Mots. for Award of Attorneys' Fees and Expenses and 2) for Evidentiary

Hearing, Pigford II, Oct. 5, 2012. He argued that defendants unjustly sought

compensation for themselves for the advocacy work that Boyd had performed. !d. The

Court denied Boyd's motion, finding that Boyd "ha[ d] no legal interest in this case and

thus no standing to participate in the Court's resolution of the attorneys' fee motion, or in

any of the other determinations made by the Court in these proceedings." Opinion and

Order, Pigford II, Jan. 29, 2013, at 4. The Court also recognized that Boyd "appear[ed]

to have received a determination on the merits of his Pigford [I] claim ... and he [was]

therefore ineligible to participate as a plaintiff in [Pigford II]." !d. at 4 nJ. The Court

also observed that NBF A, as an organization, could not be a member of the settlement

class and, therefore, had no right to object to the motion for attorneys' fees. !d. at 5.

       After having been denied compensation for their advocacy work from both the

defendants and the Pigford II Court, Boyd and NBF A now seek such compensation in the

instant case.

                                  STANDARD OF REVIEW

       Pursuant to the Federal Rules of Civil Procedure, defendants have moved to

dismiss plaintiffs' complaint for lack of subject matter jurisdiction under Rule 12(b)( 1)

and for failure to state a claim under Rule 12(b)(6). For a motion to dismiss under Rule

12(b)( 1), "the plaintiff bears the burden of establishing the factual predicates of

jurisdiction by a preponderance of the evidence." Erby v. United States, 424 F. Supp. 2d

180, 182 (D.D.C. 2006) (citing, inter alia, Lujan v. Defenders of Wildlife, 504 U.S. 555,

561 ( 1992) ). "[Plaintiffs'] factual allegations in the complaint ... will bear closer

                                               5
scrutiny in resolving a 12(b)( 1) motion than in resolving a 12(b)( 6) motion for failure to

state a claim." US. ex rel. Digital Healthcare, Inc. v. Affiliated Computer Servs., 778 F.

Supp. 2d 37, 43 (D.D.C. 2011) (citation and internal quotation marks omitted).

       A motion to dismiss under Rule 12(b)(6) tests whether the plaintiff has pleaded

facts sufficient to "raise a right to relief above the speculative level," assuming that the

facts alleged are true. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007). "While a

complaint should not be dismissed unless the court determines that the allegations do not

support relief on any legal theory, the complaint nonetheless must set forth sufficient

information to suggest that there is some recognized legal theory upon which relief may

be granted." District of Columbia v. Air Fla., Inc., 750 F.2d 1077, 1078 (D.C. Cir. 1984).

"[A] plaintiffs obligation to provide the grounds of his entitle[ment] to relief requires

more than labels and conclusions, and a formulaic recitation of the elements of a cause of

action will not do." Twombly, 550 U.S. at 555 (2007) (alteration in original) (citation and

internal quotation marks omitted). Indeed, "where the well-pleaded facts do not permit

the court to infer more than the mere possibility of misconduct, the complaint has

alleged-but it has not 'show[n]'-'that the pleader is entitled to relief."' Ashcroft v.

Iqbal, 556 U.S. 662, 679 (2009) (alteration in original) (quoting Fed. R. Civ. P. 8(a)(2)).

       In considering motions under both Rule l2(b)(l) and Rule 12(b)(6), a court must

construe the complaint in a light favorable to the plaintiff and must accept as true

plaintiffs reasonable factual inferences. See Howard v. Fenty, 580 F. Supp. 2d 86, 89-90

(D.D.C. 2008); Smith v. United States, 475 F. Supp. 2d 1, 7 (D.D.C. 2006) (citing EEOC

v. St. Francis Xavier Parochial Sch., 117 F.3d 621, 624 (D.C. Cir. 1997)).

                                               6
                                           ANALYSIS

         Plaintiffs' complaint makes three claims. First, both plaintiffs allege that

defendants breached their fiduciary duty as attorneys by failing to secure compensation

for plaintiffs and by prioritizing their own interests over those of plaintiffs. Compl. ~~

122-29. Second, plaintiff Boyd alleges that defendants breached an oral contract

promising to pay Boyd for services rendered in support of the Pigford II litigation. !d. ~

136-38. Finally, plaintiff Boyd sues under a theory of quantum meruit for a portion of

defendants' attorneys' fees that are attributable to his advocacy. !d.    ~   130-35. Because

plaintiffs lack standing to bring certain claims and fail to state any other claim for which

relief can be granted, I must grant defendants' motions to dismiss. 4

    I.      Lack of Standing under Rule 12(b)(l)

         Several of plaintiffs' claims revolve around the assertion, express or implicit, that

defendants injured them by failing to request compensation for them from the Pigford II

Court. See Compl.     ~~   124(a, c, f), 125, 127. To the extent plaintiffs bring claims based

upon this assertion, they lack standing to do so. To achieve "the irreducible

4 The parties engage in a lengthy choice-of-law analysis in their briefs. See Farrin's Mot.
at 10-16 (advocating for Virginia law or, in the alternative, North Carolina law); Pls.'
Opp'n at 3-11 (advocating for District of Columbia law). This Court need not undertake
this choice-of-law analysis because, under any of the selected state's laws, plaintiffs fail
to state a claim. See Lurie v. Mid-Atlantic Permanente Medical Group, P. C., 729 F.
Supp. 2d 304, 325 (D.D.C. 2010) (because "the Court believes that identical results will
be reached on all claims regardless of whether District of Columbia or Maryland law is
applied ... the Court finds it unnecessary to conduct a choice of law analysis .... ") see
also GEICO v. Fetisoff, 958 F.2d 1137, 1141 (D.C. Cir. 1992) (no "true conflict" exists
for purposes of conflicts of law analysis when state's laws are functionally the same).
For the purposes of this opinion, I will rely primarily upon District of Columbia law, the
law of the forum and the law more favorable to plaintiffs, while also noting relevant
similarities and differences in Virginia's and North Carolina's law.
                                                 7
constitutional minimum of standing," a plaintiff "must have suffered an injury in fact-

an invasion of a legally protected interest which is (a) concrete and particularized ... and

(b) actual or imminent, not conjectural or hypothetical." Lujan, 504 U.S. at 560 (citations

and internal quotation marks omitted). An action cannot constitute "an invasion of a

legally protected interest" if "the action is of no legal significance." Weaver's Cove

Energy, LLC v. R.I. Dept. of Envtl. Mgmt., 524 F.3d 1330, 1333 (D.C. Cir. 2008).

       Both plaintiffs have failed to show that they had a "legally protected interest" in

compensation from the Pigford II Court. In fact, the Pigford II Court recently declared

that both plaintiffs cannot collect from the Pigford II settlement as plaintiffs. On January

29, 2013, Judge Friedman held that Boyd could not participate as a Pigford II plaintiff

because he had received a determination on the merits as a plaintiff in Pigford I. Opinion

and Order, Pigford II, Jan. 29, 2013, at 4 n.3 & 5. In the same ruling, Judge Friedman

also held that NBFA could not be a member of Pigford Irs settlement class because it is

not an individual. !d. at 5.

       Not only are Boyd and NBF A excluded from the settlement as plaintiffs, but they

also are excluded from the settlement's attorneys' fees. It is well-established that, when

attorneys' fees are available under fee-shifting statutes, nonlawyers cannot receive these

"attorneys' fees." See, e.g., Kooritzky v. Herman, 178 F.3d 1315, 1320-21 (D.C. Cir.

1999) (denying attorneys' fees to a nonlawyer, prose plaintiff). In fact, defendants could

not have requested attorneys' fees for plaintiffs since such a request would have violated

defendants' ethical obligation not to share fees with nonlawyers. See D.C. Rules Profl

Conduct R. 5.4 ("A lawyer or law firm shall not share legal fees with a nonlawyer."); Va.

                                             8
Rules Profl Conduct R. 5.4 (same); N.C. Rules Profl Conduct R. 5.4 (same). This

ethical obligation serves many purposes, including "the need to ensure that the lawyer

will control the litigation, the deterrence of solicitation by nonlawyer intermediaries, and

the protection of clients from unreasonably high fees." D.C. Bar Ethics Opinion 351.

Indeed, plaintiff Boyd appears to concede his non-entitlement to settlement funds in

plaintiffs' opposition: "Plaintiffs do not dispute that Boyd could not be paid as an

attorney from the common fund and do not allege that Boyd was damaged when

defendants did not seek compensation for himfrom the Court." Pis.' Opp'n at 12

(emphasis in original). 5

       Since Boyd and NBF A could not collect from the settlement-either as plaintiffs

or via attorneys' fees-they cannot establish a "legally protected interest" that defendants

have "injured" by not seeking to collect these monies for them. Cf Oglala Sioux Tribe v.

US. Army Corps of Engineers, 537 F. Supp. 2d 161, 170 (D.D.C. 2008) (tribe did not

have a "legally protected interest" in recreational facilities because those interests were

abrogated by statute). 6 Absent such legally protected interest, plaintiffs do not have


5 This concession is quite a change of tune from the complaint, in which Boyd repeatedly
alleges that "[ d]efendants did not seek any compensation" from the Pigford II Court on
plaintiffs' behalf. See Compl. ~~ 124(c, f), 125, 127, 129.
6 The Pigford II funds could be used only for certain enumerated purposes: payments to

the settlement class, settlement costs/fees, and attorneys' fees. See Settlement, Ex. 2 to
Unopposed Mot. for Preliminary Approval of Settlement, Pigford II, March 30, 2011, §§
IV .H.2, V .E. 8-10. If any settlement funds remained after the requisite distributions were
made, "cy pres beneficiaries" could receive remaining funds as "non-profit organization[s
that] provided ... advocacy services .. to African American farmers." Id. § V.E.13.
While NBFA could potentially qualify for compensation as a cy pres beneficiary, NBFA
seeks compensation in this case not as a cy pres beneficiary but rather as a plaintiff and/or
via attorneys' fees-both ofwhich are impermissible.
                                              9
standing to bring claims alleging that they had a right to compensation from the

settlement.

         Excluding allegations related to compensation from the settlement, plaintiffNBFA

has only one remaining claim: defendants breached their fiduciary duty when they

"named NBF A as a plaintiff in the Pigford II litigation and used the stature and

reputation ofNBFA and Boyd to gain credibility with the Court and the Pigford II

plaintiffs." Compl.   ~   124(e); see Foretich v. United States, 351 F.3d 1198, 1211 (D.C.

Cir. 2003) ("injury to reputation can constitute a cognizable injury sufficient for Article

III standing") (citing Meese v. Keene, 481 U.S. 465,473-77 (1987)). While NBFA

claims that these actions were "to the detriment ofNBFA," NBFA simply fails to present

facts showing that NBFA was injured by any of defendants' representations. The only

"injury" that NBF A identifies is the lack of compensation from the settlement, id. ~ 127,

which has already been deemed non-cognizable. Because NBF A fails to allege any claim

with a cognizable injury, NBFA lacks standing to bring its claims in this case.

         In sum, plaintiff NBF A is dismissed for lack of standing, and plaintiff Boyd lacks

standing to bring claims reliant upon compensation from the settlement. What remains

are Boyd's claims of breach of fiduciary duty, breach of contract, and quantum meruit,

insofar as Boyd does not allege entitlement to settlement funds.

   II.      Failure to State a Claim under Rule 12(b)(6)

         Unfortunately for Boyd, none of his remaining claims withstand defendants'

motions to dismiss for failure to state a claim. With respect to his breach of fiduciary

duty claim, Boyd must allege ( 1) the existence of a fiduciary duty owed to Boyd by

                                               10
defendants and (2) a breach of that duty. See Command Consulting Grp., LLC v.

Neura/iq, Inc., 623 F. Supp. 2d 49, 54 (D.D.C. 2009). 7 While lawyers owe a fiduciary

duty to their clients, see In re Gonzalez, 773 A.2d 1026, 1031 (D.C. 2001), the complaint

does not show that defendants represented Boyd personally. The complaint suggests-

and defendants assert-that defendants represented NBF A and its members, not Boyd.

See Compl.   ~~   62, 110; Marks' Mot. at 6. See also Griva v. Davison, 637 A.2d 830, 838

(D.C. 1994) ("[A] lawyer for an entity, including a partnership, represents the entity, not

its constituents."). While the complaint states in one paragraph that defendants

"represented NBFA and John Boyd in connection with Pigford II," Compl.          ~   122

(emphasis added), plaintiffs fail to identify any facts whatsoever to show that defendants

represented Boyd. In fact, defendants could not have represented Boyd "in connection

with Pigford If' since Boyd was precluded from being a Pigford II plaintiff. 8

       Boyd attempts to defend his fiduciary duty claim using two arguments. First, he

claims that defendants owed him a fiduciary duty because he reasonably believed that

defendants represented him. Pls.' Opp'n at 14. Second, even if no attorney-client duty

existed, Boyd claims that defendants owed him a duty based upon their "special

relationship oftrust." !d. at 15 (citations omitted). Neither argument is persuasive. For

his first claim, Boyd relies on three district court cases that address dissimilar contexts,

7 Under Virginia law, plaintiffs breach of fiduciary duty claim would not be cognizable
in this context. See 0 'Connell v. Bean, 263 Va. 176, 181 (Va. 2002) (citing Oleyar v.
Kerr, 217 Va. 88,90 (Va. 1976) (rejecting the tort ofbreach of fiduciary duty in the
context of legal malpractice under Virginia law).
8 In accordance with this logic, the Pigford II Court concluded that Boyd could not
respond to a fee petition because he "[did] not qualify as a member of the class being
represented by counsel." Opinion and Order, Pigford II, Jan. 29,2013, at 4.
                                              11
including an officer in his official capacity and a closely-held corporation's shareholders.

See Pis.' Opp'n at 14. More importantly, Boyd simply has not shown that defendants

were entrusted with any duty beyond advocacy for NBF A and the Pigford II plaintiffs. In

short, there is no evidence that defendants were entrusted with a duty to further any

independent interests of Boyd. Absent any facts alleging a duty related to Boyd, Boyd's

fiduciary duty claim must be dismissed.

       Nor can Boyd's breach of contract claim pass muster. To prevail on a breach of

contract claim, a plaintiff must establish "( 1) a valid contract between the parties; (2) an

obligation or duty arising out of the contract; (3) a breach ofthat duty; and (4) damages

caused by breach." Estate of McDaniels v. Liberty Mut. Grp., Inc., 888 F. Supp. 2d 185,

189 (D.D.C. 2012) (quoting Tsintolas Realty Co. v. Mendez, 984 A.2d 181, 187 (D.C.

2009)). Central to the breach of contract claim against both defendants is the presence of

a valid and enforceable agreement. See Cambridge Holdings Grp., Inc. v. Federal Ins.

Co., 357 F. Supp. 2d 89, 94 (D.D.C. 2004). "For an enforceable contract to exist, there

must be both (1) agreement as to all material terms, and (2) intention of the parties to be

bound." Kramer Associates, Inc. v. Ikam, Ltd., 888 A.2d 247,251 (D.C. 2005) (quoting

Georgetown Entertainment Corp. v. District of Columbia, 496 A.2d 587, 590 (D.C.

1985)).

       Boyd supports his breach of contract claim with naked allegations of verbal

promises: defendants allegedly promised "to pay Boyd for his time and expenses,"

Compl. ,-r 71; "to pay Boyd for his time," id.; to "pay Boyd when [Farrin] was able," id. ,-r

72; to pay Boyd "for all the work he had done and was doing," id. ,-r 112; and to "pay him

                                              12
what he was owed," id., 115. 9 Nowhere does Boyd allege agreement as any detail

beyond nebulous payment, much less "material terms" of an agreement. Kramer, 888

A.2d at 251. Further, nowhere does the complaint specify exactly what type of advocacy

Boyd was expected to perform, how many hours he was expected to work, or how much

defendants were expected to compensate him. Similarly, Boyd's allegation that

"defendant Farrin made payments to Boyd for some of the work he was performing,"

Compl. , 72, is devoid of any information as to what the payments were for, whether the

payments were for one-time or ongoing activities, how much the payments were, or any

other details. See In reUS. Office Prods. Co. Sec. Litig., 251 F. Supp. 2d 58,71 (D.D.C.

2003) ("The terms of a contract must be definite enough that a court can identify the

obligations that it should enforce."). Boyd's allegations are akin to "a formulaic

recitation of the elements of a cause of action," Twombly, 550 U.S. at 555, which fail to

survive a motion to dismiss. Conclusory allegations of verbal promises to pay, absent a

description of the pertinent obligations, cannot "nudge ... claim[s] ... across the line from

conceivable to plausible." RSM Prod. Corp. v. Freshfields Bruckhaus Deringer US.,

LLP, 682 F.3d 1043, 1052 (D.C. Cir. 2012).

       Finally, Boyd's quantum meruit claim is similarly anemic. To recover on a

quantum meruit claim, plaintiffs must prove four elements: "1) valuable services

rendered by the plaintiff; 2) for the person from whom recovery is sought; 3) which

services were accepted and enjoyed by that person; and 4) under circumstances which


9 Notably, all of these alleged promises came from defendant Farrin. Boyd never alleges
a single promise-written or oral-from defendant Marks regarding payment.
                                              13
reasonably notified the person that the plaintiff, in performing such services, expected to

be paid." United States ex. rel. Modern Elec., Inc. v. Ideal Elec. Sec. Co., 81 F.3d 240,

246 (D.C. Cir. 1996). As with Boyd's breach of contract claim, his quantum meruit

claim fails to allege with specificity facts establishing that defendants knew Boyd

expected to be paid. Boyd simply alleges that he "made clear that he expected and

needed to be paid" that "[d]efendants agreed to pay Boyd for his time and expenses."

Compl.   ~   71. These statements are simply conclusions, devoid of factual details of the

expectation that Boyd allegedly conveyed to defendants. Absent such details, Boyd's

complaint cannot justifY the conclusion that defendants were "reasonably notified ... that

the plaintiff, in performing such services, expected to be paid." See Ellipso, Inc. v. Mann,

460 F. Supp. 2d 99, 104-05 (D.D.C. 2006) (dismissing quantum meruit claim due to

conclusory allegations and lack of detail). As such, Boyd's quantum meruit claim must

also be dismissed. 10


10 In his opposition, Boyd alleges that his quantum meruit claim "encompasses a count
for unjust enrichment." See Pis.' Opp 'n at 21 (quoting Modern Elec., 81 F .3d at 246, in
noting that "The District of Columbia Court of Appeals uses the term quantum meruit to
describe both [quantum meruit and unjust enrichment]."). Yet Boyd's supportive
quotation is misleading, as he omits the beginning and end: Although the District of
Columbia Court of Appeals uses the term "quantum meruit" to describe both [quantum
meruit and unjust enrichment], it distinguishes between these two causes of action, ...
and the parties do not quarrel with the district court's treatment of these as distinct
theories of recovery." !d. (emphasis added). Courts have "blurred" the distinction
between quantum meruit and unjust enrichment over time, but nevertheless, "it is
important to keep the two concepts clear and distinct." Bloomgarden v. Coyer, 4 79 F .2d
201,208 (D.C. Cir. 1973). Respecting the distinction between these two causes of action,
I will not interpret Boyd's complaint to include an implicit unjust enrichment claim. See
Arbitraje Cas a de Cambia, S.A. de C. V. v. US. Postal Serv., 297 F. Supp. 2d 165, 170
(D.D .C. 2003) ("It is axiomatic that a complaint may not be amended by the briefs in
opposition to a motion to dismiss.") (citations and internal quotation marks omitted).
                                              14
                                    CONCLUSION

      For all of the foregoing reasons, this Court GRANTS defendants' Motions to

Dismiss plaintiffs' claims against them. A separate Order consistent with this ruling

accompanies this Memorandum Opinion.




                                         United States District Judge




                                           15
