Background
Hamza Farooqui alleged that he spent years helping Charles Wong and related satellite businesses acquire satellites, expecting to be compensated. According to Farooqui, Wong and investor Zhou Qingzhi repeatedly assured him that they would make him whole or otherwise pay him fairly. In 2018, Farooqui and Wong discussed compensation that included company equity, a 24-month vice-chairman position, and a share of capital raised, but the terms were never signed.
Farooqui sued Wong, Zhou, and affiliated entities for breach of an oral contract, breach of an implied-in-fact contract, promissory estoppel, unjust enrichment, fraud, and related claims. After one Superior Court judge initially denied summary judgment and another restricted testimony from Farooqui’s lay and expert witnesses, a third judge granted summary judgment against Farooqui on most claims. Farooqui dismissed his remaining claims to pursue an immediate appeal.
The Court’s Holding
The District of Columbia Court of Appeals affirmed summary judgment on the express-contract, implied-in-fact-contract, and fraud claims. The alleged oral agreement contemplated performance over 24 months and therefore fell within the statute of frauds, while Farooqui’s conduct did not constitute unequivocal part performance establishing the agreement. The fraud claim failed because the record could not support a finding, by clear and convincing evidence, that Wong intended to deceive Farooqui when making the compensation promises.
The court reversed summary judgment on unjust enrichment and promissory estoppel. A reasonable factfinder could conclude that Farooqui conferred substantial benefits that appellees unjustly retained and that he detrimentally relied on sufficiently definite promises of payment. Factual disputes also precluded resolving the limitations defenses and Zhou’s potential personal liability at summary judgment.
On the evidentiary issues, the court upheld the restriction preventing lay witness Patrick Campbell from opining that Farooqui “deserved” or “should have been” paid. It vacated the restrictions on damages expert Taylor Ehrlich, holding that the parties’ negotiated but unagreed compensation terms could help establish the value of Farooqui’s services and that perceived weaknesses in Ehrlich’s analysis went to weight rather than admissibility.
Key Takeaways
- An earlier denial of summary judgment was not sufficiently final to become law of the case, so a later Superior Court judge could revisit the issue.
- The statute of frauds barred the alleged oral and implied-in-fact contracts because performance extended beyond one year and the claimed part performance did not unequivocally establish an agreement.
- Unenforceable or merely proposed compensation terms may still provide relevant evidence of value for unjust-enrichment damages.
- Repeated assurances of future payment may support promissory estoppel and may create a factual issue under the lulling doctrine concerning the statute of limitations.
Why It Matters
The decision distinguishes unsuccessful contract claims from equitable claims arising from the same uncompensated services. Even when the statute of frauds prevents enforcement of an oral agreement, a plaintiff may still recover under unjust enrichment or promissory estoppel if the evidence supports retained benefits, sufficiently definite promises, reasonable reliance, and non-speculative harm.
The ruling also clarifies that compensation negotiations can be probative of the value of services even when they never produced an enforceable agreement. Challenges to an expert’s reliance on those negotiations ordinarily concern the testimony’s weight and may be addressed through cross-examination rather than categorical exclusion.