Filed D.C. Superior court 09/09/2020 16:28PM Clerk of the Court SUPERIOR COURT OF THE DISTRICT OF COLUMBIA IVIL DIVISION DISTRICT OF COLUMBIA, Plaintiff, v. Civil Action No.: 2020 CA 000488 B 58th PRESIDENTIAL INAUGURAL Judge José M. Lépex COMMITTEE et al., Defendants. OMNIBUS ORDER Before the Court is Defendant Trump Organization LLC’ s (“Trump Organization”) Motion to Dismiss (“TO Motion”), Defendant Trump Old Post Office LLC d/b/a Trump International Hotel Washington, D.C.’s (“Trump Hotel”) Motion to Dismiss (“TH Motion”), Defendant $8" Presidential Inaugural Committee’s (“PIC”) Motion to Dismiss (“PIC Motion”), Plaintift’s Opposition to the TO Motion, Plaintiff s Opposition to the PIC and TH Motions, Defendant Trump anization’s Reply, Defendant Trump Hotel’s Reply, and Defendant PIC’s Reply. Upon consideration of the pleadings, the relevant law, and the entire record, the motions to dismiss are denied BACKGROUND On January 22, 2020, Plaintiff, the District of Columbia (the “District”), filed its Complaint for Equitable Relief, Including Constructive Trust, Over Improperly Spent Funds of Nonprofit Corporation (the “Complaint”) against Defendants Trump Organization, Trump Hotel (collectively the “Trump Entities”), and the PIC. In the Complaint, the District alleges that Defendant PIC, a nonprofit corporation organized exclusively for a public purpose, abandoned its purpose and violated District of Columbia lawwhen it wasted approximately $1 million in overpayment for the use of event space at the Trump Hotel. Compl. { 1. The District claims that the PIC’s articles of incorporation prohibit the entity from engaging in any private inurement transaction by stating that “no part of the net income of the [PIC] shall inure to the benefit of or be distributed to its directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered.” Compl. § 18 According to the District, Rick Gates, a PIC executive, agreed with the Trump Hotel’s Managing Director and members of the Trump family to pay the Trump Entities $175,000 per day for the PIC to reserve event space from January 17-20, 2017. Compl. {| 2. The amount the PIC would end up paying was almost $1.03 million after food and other charges. Compl. j 2. The District claims that these charges were unreasonable and served to enrich the Trump Entities as evidenced by: 1) the PIC’s event planner advising against the transaction, 2) the event space should have been provided at no charge as the PIC arranged to book many of the Trump Hotel's rooms, 3) the PIC paid for event space on days it did not hold official events, 4) another nonprofit payed much less for the same space during inauguration week, 5) the PIC paid for a private event only benefiting the children of the President, and 6) the PIC did not consider other, lower cost venues. The District further alleges that the Trump Entities, both for-profit companies, were aware of the PIC’s nonprofit status yet charged the PIC exorbitant rates, contributing to the waste. Compl. § 4. The District claims that, leading up to the agreement between the PIC and the Trump Entities, it was only a few days after the PIC’s formation that PIC’s Deputy Chairman, Rick Gates (“Gates”), emailed Patricia Tang, the Director of Sales and Marketing at the Trump Hotel, to inquire about renting the ballroom space at the Trump Hotel. Compl. 19. The District alleges that the main reason the Trump Hotel was included on the list of possible event sites, which otherwise included public landmarks, was the fact that the Trump Hotel was owned by the then President- elect Donald Trump. Compl. 120.The initial quote the Trump Hotel provided PIC for use for the Trump Hotel was $450,000 per day, and was allegedly much higher than the Trump Hotel’s internal pricing guidelines. Compl 4122. This high price raised concems with PIC staffers, including Gates and Stephanie Winston Wolkoff (“Wolkoff”). The District alleges that Wolkoff met with President-elect Trump and Ivanka Trump on December 16, 2016 to discuss these concems. Compl. {| 25, The President-elect “acknowledged these concerns and directed that Ivanka Trump would handle this issue.” Compl 25. That day, Mickael Damelincourt (“Damelincourt”), the Managing Director of the Trump Hotel, Gates, and President-elect Trump also met to discuss pricing, which resulted in Damelincourt offering a new price proposal. Compl. $ 25. This new proposal was also met with concerns of PIC staff. Compl. § 28. On December 23, 2016, the Trump Hotel provided the PIC a draft contract which the District claims provided a price outside fair market value and industry standards, and constituted an improper double-booking of space already contracted to another nonprofit, the Presidential Inaugural Prayer Breakfast (“Prayer Breakfast”), for a fraction of the price the Trump Hotel was proposing to, and ultimately did, charge the PIC. Compl. {ff 33, 35. The District additionally alleges that the Trump Hotel convinced Gates not to cancel the private January 20, 2017 event, who despite being an officer of the PIC, worked to protect the Trump Hotel’s financial Compl. $9 37-40. On January 10, 2017, the PIC executed its contract with the Trump Hotel (the “Contract”) ‘The Contract was consistent with the terms that Gates and Damelincourt reached on December 16, 2016. Compl. $41. In entering into the Contract, the PIC failed to explore other event spaces. Compl. 4 42. Ultimately, the District alleges, the PIC paid the Trump Hotel at least $1,033,757 for services related to the two inauguration events. Compl. {| 48. Through its Complaint, the District seeks equitable relief, including a constructive trust over private inurement funds paid to Defendants Trump Ent > under § 29-403.04, contained in Chapter 4 (the“Nonprofit Act”) of Title 29 (the “Business Organizations Code”) of the D.C, Code, Compl. 9 50- 54, STANDARD OF REVIEW “A motion to dismiss for lack of personal jurisdiction tests not whether the plaintiff will prevail on the merits, but instead whether or not the court may properly exercise jurisdiction over the movants.” See Kundrat v. D.C., 106 F. Supp. 2d 1, 4 (D.D.C. 2000). A complaint should be dismissed for lack of personal jurisdiction if the plaintiff does not meet his or her burden of providing the Court with a prima facie showing establishing personal jurisdiction, see George v. Jackson, No. 2013CA0007115, 2014 WL 12547017, at *1, *1 (D.C. Super. Apr. 23, 2014). A pleading must also contain a “short and plain statement of the claim showing that the pleading is entitled to relief” See e,g., Super. Ct. Civ. R. 8(a); Ashcroft ¥. Iqbal, 556 U.S. 662, 677-78 (2009), see also Mazza v. Housecraft LLC, 18 A.3d 786, 791 (D.C. 2011) (holding that “Twombly and Iqbal apply in our jurisdiction” because Super. Ct. Civ. R. 8(@) is identical to its, federal counterpart), “The pleading standard Rule 8 announces does not require detailed factual allegations, but it demands more than an unadomed, the-defendant-unlawfully-harmed-me accusation.” Potomac Development Corp. v. District of Columbia, 28 A.3d 531, 544 (D.C. 2011) (omitting brackets and quotations from and citations to Jgbal, 556 U.S. at 678 and Bell Adantic Corp. v. Twombly, 550 U.S. at 555). “Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 129 S. Ct. at 1949. Plaintiff's who wish to survive a motion to dismiss under Super. Ct. Civ. R. 12(b)(6) must provide “enough facts to state a claim to relief that is plausible on its face.” See Jivombly, 550 U.S. at 570. A claii is plausible on its face “when the plaintiff pleads factual content that allows the court to draw the 4reasonable inference that the defendant is liable for the misconduct alleged.” See /ghal, 556 U.S. at 678, ANALYSIS 1 Trump Orga ion Motion Defendant Trump Organization moves to dismiss the Complaint arguing that the Court lacks personal jurisdietion over it, TO Mot. at 1, In the alternative, and assuming the Court finds that it has personal jurisdiction over the Trump Organization, the Trump Organization incorporates all arguments made by Defendant Trump Hotel, discussed below. Therefore, if Defendant Trump Organization's Rule 12(b)2) motion to dismiss for lack of personal jurisdiction is denied, the Trump Organization moves to dismiss under Rule 12(b)(6) for failure to state a claim upon which K ief may be granted. TO Mot. at 2. Accordingly, only the Trump Organization’s Rule 12(b)(2) motion will be discussed in this section. A. Personal Jurisdiction In the Complaint, Plaintiff sets forth two statutory bases for personal jurisdiction over the Trump Organization: D.C. Codes §§ 13-422 and 13-423. Compl. 16. D.C. Code § 13-422 grants the District’s courts with personal jurisdiction “over a person domiciled in, organized under the laws of, or maintaining his or its principal place of business in, the District of Columbia as to any claim for relief” As noted by Defendant Trump Organization, this provision does not apply to it, as the Trump Organization is a New York corporation and Plai iff does not allege that it maintains its principle place of business in the District of Columbia. Next, Defendant Trump Organization argues that D.C. Code § 13-423, the District's “long- arm statute,” similarly does not provide a basis for personal jurisdiction over it. “To assert personal jurisdiction under § 13-423, the statute sets out two separate requirements: first, the defendant must have engaged in one of the seven enumerated activities, and second, ‘[the] claim for relief [must] airs[e] from acts enumerated’ in the statute.” Aichebarne-Bourdin v. Radice, 982 A.2d 752, 757(D.C. 2009) (alterations in original) (quoting D.C. Code. Ann, § 13-423), Activities enumerated in the long-arm statute include 1) transacting any business in the District of Columbia, 2) contracting to supply services in the District of Columbia; 3) causing tortious injury in the District of Columba by an act or omission in the District of Columbia; 4) causing tortious injury in the District of Columbia by an act or omission outside the District of Columbia if he regularly does or solicits business, engages in any other persistent course of conduct, or derives substantial revenue from goods used or consumed, or services rendered, in the District of Columbia; 5) having an interest in, using, or possessing real property in the District of Columbia; 6) contracting to insure or act as surety for or on any person, property, or risk, contract, obligation, or agreement located, executed, or to be performed within the District of Columbia at the time of contracting, unless the parties otherwise provide in writing; or 7) marital or parent and child relationship in the District of Columbia D.C. Code Ann, §13-423(a) As stated above, the District’s long-arm statute authorizes personal jurisdiction over nonresident defendants “transacting any business in the District of Columbia,” D.C. Code § 13- 423(a)(1), which the Court of Appeals has held permits the exercise of personal jurisdiction to the extent “permitted by the due process clause.” Shoppers Food Warehouse v. Moreno, 746 A.2d 320, 330 (D.C. 2000). Due process requires that a defendant have sufficient “minimum contacts” with the District such that it could “reasonably anticipate being hauled into court there.” Shoppers, 746, A.2d at 329 (quoting World-Wide Volkswagen Corp. v. Woodson, 444 U.S, 286, 297 (1980)). This inquiry looks into whether the defendant’s contacts with a forum were “purposefulf]” rather than merely “fortuitous or accidental.” /d. Finally, exercising jurisdiction over the defendant must “not offend traditional notions of fair play and substantial justice.” /n1’l Shoe Co. v, Wash., 326 U.S. 310, 316 (1945). Because corporations “have no physical existence, courts often look to the activities of the corporate agents to determine whether sufficient contacts exist.” Chase. Pan- Pacific Broad, Ine., 617 F. Supp. 1414, 1424 (D.D.C. 1985), 6In evaluating whether contractual activities establish minimum contacts, the Supreme Court has instructed lower courts to reject “mechanical tests” and instead apply a “highly realistic approach.” Burger King Corp. v. Rudzewicz, 471 U.S, 462, 478-79 (1985). This approach requires courts to look beyond contract formalities and examine multiple factors, such as “prior negotiations and contemplated future consequences, along with the terms of the contract and the parties’ actual course of dealing.” Jd. Defendant Trump Organization argues that it has not engaged in any of the seven enumerated activities listed in the District’s long-arm statute, Specifically, Trump Organization claims that “{tJhe only well-pleaded factual allegations with respect to the transaction of business make clear that only the Hotel transacted any business in the District” (emphasis in original) and “only the Hotel negotiated the contract, entered into the contract, and was directly paid money under the contract.” TO Mot. at 6-7. While Defendant Trump Organization admits that, during the relevant time period, both Ivanka and Donald Trump had ownership interest and executive roles in both Trump Entities, it argues that the Complaint lacks evidence that it was the Trump Organization that had any role with the Contract. TO Reply at 3. Attached as Exhibit 1 to the Trump Organization Motion is an affidavit signed by Alan Garten, Executive Vice President and Chief Legal Officer of the Trump Organization. In his affidavit, Mr. Garten claims that “(t]he Trump Organization LLC has no ownership interest in the [Trump Hotel].” Furthermore, Mr. Garten states that “t]he Trump Organization LLC has no control over the [Trump Hotel]. The Trump Organization LLC has no power or right to utilize, direct, or otherwise control the management or affairs of the [Trump Hotel].” TO Mot. Ex. | {J 3-4. Despite alleging in the Complaint that “Defendant Trump Organization . . . owned or controlled, either directly or indirect ntiff does not ;, Defendant Trump Hotel,” Pl spute these assertions or otherwise provide evidence to the contrary. Compl. §]9, see generally Opp'n PIC TH. Plaintiff, however, argues that the Trump Organization’s connections with the District are more than sufficient to establish personal jurisdiction. Opp’n TO Mot. at 6. Plaintiff claims thatthe Trump Organization purposefully directed its activities at the District by playing a significant role in negotiation the Contract. Opp’n TO at 7; see Schwartz v. CDI Japan, 938 F. Supp. 1, 5-6 (DDC. 1996) (finding personal jurisdiction where corporate officer “negotiated the assignment of the Smithsonian contract [calling for performance of work within the District] and contemplated future consequences” from those negotiations). Specifically, Plaintiff claims that Trump Or nization senior officers, whose actions are attributable to the corporation, played a leading role in the negotiations. Opp’n TO at 7 (citing Mackey . Compass Mkt, 391 Md. 117, 484 (Md. 2006). The Complaint contains allegations of Ivanka Trump, a senior executive of the Organization, corresponding via email with PIC’s Deputy Chairman Rick Gates and Trump Hotel Managing Director Mickael Damelincourt to facilitate negotiations. Compl. | 23-24. Plaintiff notes that Contract itself was connected to the District as the Trump Hotel is located and registered to do business in the District and the Contract was performed entirely within the District. Compl. ‘98, 41 Viewing the facts alleged in the Complaint in a light most favorable to nonmoving part the Court concludes that Defendant Trump Organization did “transact{] business” within the District for purposes of § 13-423(a)(1). First, there is no question that the Contract was substantially connected with the District, as the Trump Hotel is “located and registered to do business” in the Distriet and the contract was performed entirely within the District. Compl. 17 8, 41. Here, Plaintiff alleges that the Trump Organizé n purposefully directed its activities at the District by playing a significant role in negotiating the Trump Hotel Contract. Opp’n TO Mot. at 7. One key Trump Organization officer who allegedly played a significant role in negotiating the Contract was Ivanka Trump. Ms, Trump's email correspondence, conducted from her Trump Organization email account, demonstrate the Trump Organization’s influence over the terms of the Contract, Additionally, Donald J. Trump, who served as the Trump Organization’s Chairman at the time, was also involved in the Contract negotiations. Opp’n TO at 9. These negotiations were purposeful and sufficient to establish “minimum contacts.” See Grant Entm’t Group, Ltd. v. StarMedia Sales, 988 F.2d 476, 482 (3d Cir. 1993) (noting that the 3rd Circuit Court of Appeals has decided that contraction negotiations with forum residents can empower a court to exercise personal jurisdiction over persons outside the forum), The second requirement under the District’s long-arm statute is that the claim for relief arise from one of the enumerated acts in the statute. Defendant Trump Organization argues that the “alleged failure by the [Trump] Hotel to provide discounted or free event space is facially unconnected to the claimed relief sought by the District from the Trump Organization, which is imposition of a trust over funds paid by PIC.” TO Mot, at 8, Plaintiff argues that, because the Trump Organization played a significant role negotiating the Contract, its activities “are integral to the District's claims ~ and directly related to the District’s requested equitable relief...” Opp’n TO Mot. at 11-12. The Court finds that the District’s claim for relief arises from the alleged business transactions. Here, the District “seeks injunctive relief restoring the amounts the PIC paid to the Trump Entities to their intended nonprofit purpose.” Compl. | 5. The alleged business transaction that the District accuses the Trump Organization of conducting is the negotiation of the very Contract that involved the “PIC diveri[ing] nonprofit funds from their intended purpose to the private benefit of the Trump Entities and its owners.” Compl. 5. Finally, Defendant Trump Organization argues that Plaintiff has failed to show that the exercise of personal jurisdiction comports with the federal due process clause, TO Mot. at 12. The ‘Trump Organization argues that, even if Trump Hotel was a subsidiary of the Trump Organization or if the Trump Entities shared common ownership, due process does not permit jurisdiction over the Trump Organization, TO Mot, at 14, Defendant Trump Organization argues, “[I]n order to impute the contracts of the subsidiary to the corporate parent for purposes of personal jurisdiction, the activities of the subsidiary must be ‘of such a character as to amount to doing the business of the parent,"” Khatib v. Alliance Bankshares Corp., 846 F. Supp. 2d 18, 32 (D.D.C. 2012) (quoting Curtis Publishing Co. v. Cassel, 302 F.2d 132, 137 (10th Cir. 1962)).Plaintiff has pled facts to satisfy the federal due process clause. As discussed above, the Court finds that Plaintiff has established that the Trump Organization “transacts business” within the District of Columbia for the purposes of § 13-423(a)(I), Plaintiffs not attempting to “impute the contracts of the subsidiary to the corporate parent,” but instead has established that the actions of the Trump Organization itself have satisfied the minimum contacts required by the federal due process clause Accordingly, the Court has personal jurisdiction over Defendant Trump Organization, Plaintiff alleges that the Trump Organization played a significant role in negotiating the Contract, which was to be performed entirely in the District of Columbia, thus engaging in one of the enumerated activities of D.C. Code Ann. §13-423(a). Furthermore, the relief sought by Plaintiff arises from the consequence of those negotiations, namely the performance of the Contract Finally, the Court has found that Plaintiéf has shown that exercise of personal jurisdiction comports with the federal due process clause, Accordingly, Plaintiff has sufficiently established that this Court has personal jurisdiction over Defendant Trump Organization. I. PIC Motion Defendant, the 58" Presidential Inaugural Committee (“PIC”), moves to dismiss the Complaint under three arguments: 1) § 29-412.20 of the Nonprofit Act does not apply to foreign corporations such as the PIC, 2) Plaintiff has failed to plead a violation of the Nonprofit Act, and 3) Plaintiff does not allege that the PIC is “continuing to act” in a manner that violates the law or PIC’s nonprofit purpose as required under § 20-412.20(a)(1)(B) and (C). PIC Mot. at 2. In the Complaint, Plaintiff claims it has the “ability to secure broad injunctive relief whenever a District nonprofit ‘has exceeded or abused and is continuing to exceed or abuse the authority conferred on it by law’ or ‘has continued to act contrary to its nonprofit purpose.”” Compl. 4 14 (quoting D.C. Code § 2 -412,20(a)(1)(B) and (C)). The District claims that this “broadauthority extends to foreign nonprofit corporations when they conduct business activity in the District.” Compl. 14. Section 20-412.20(a) of the Nonprofit Act reads: (a) The Superior Court may dissolve a nonprofit corporation, place a corporation in receivership, impose a constructive trust on compensation paid to a corporation's director, officer, ot manager, or grant other injunctive or equitable relief with respect to a corporation: (1) In a proceeding by the Attorney General for the District of Columbia if itis established that (B) The corporation has exceeded or abused and is continuing to exceed or abuse the authority conferred upon it by law, or (C) The corporation has continued to nonprofit purposes|.] ct contrary to its DC. Code § 20-412.20(a). Furthermore, the Complaint states that, “[iJn addition to all available common law authority,” D.C. Code § 29-105.1(¢) prohibits a foreign nonprofit entity from “engagfing] in any activity or exercise[ing] any power that a domestic entity of the same type may not engage in or exercise in the District.” Compl. {| 14. Plaintiff states that the “Attomey General is again empowered to seek to ‘enjoin a foreign filing entity . . . from doing business in the District in violation of [Title 29]," . . . which title includes the Nonprofit Corporations Act.” Compl. § 14 (quoting D.C. Code § 29-105.12). A. Plaintiff May Seek Equitable Relief Against Defendant PIC Pursuant to D.C. Code §§ 29-105.01(c) and 29-105.12. Defendant PIC moves to dismiss the Complaint arguing that the Nonprofit Act does not apply to any of the Defendants because they are all “foreign” corporations. PIC Mot. at 8. It is undisputed that Defendant PIC was incorporated in Virginia. Compl. 7. The Complaint also states that Defendants Trump Hotel and Trump Organization were incorporated in Delaware and New York, respectively. Compl. $48, 9. As a result, Defendant PIC argues that itis a “forei nonprofit corporation” and both the Trump Hotel and Trump Organization are “foreign business corporations” under § 29-401.02(17), (18). PIC Mot. at 8. uTitle 29 of the D.C. Code, the Business Organizations Code, spans thirteen chapters and utilizes a “hub and spoke” structure, PIC Mot. at 4; Opp’n PIC Mot. at 9. Provisions common to all businesses are found in Chapter 1 (the “hub”) while the subsequent chapters are specific to a particular type of business (the “spokes”), PIC Mot, at 5. Parties agree that this case involves only Chapter 1, which defines terms used throughout the Title, and Chapter 4, which concems nonprofit corporations doing business in the District. PIC Mot. at 5; Opp'n PIC Mot. at 9. Chapter 1 of Title 29 provides that “the law of the jurisdiction of formation of an entity shall govern the ... internal affairs of the entity.” D.C. Code § 29-105.01(a)(1). This recognition of the “intemal affairs doctrine,” as Plaintiff notes, is a narrow “conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs matters peculiar to the relationship among or between the corporation and its current officers, directors, and shareholders.” Opp’n PIC Mot. at 10 (quoting Edgar v. MITE Corp., 457 U.S. 624, 645 (1982)), Chapter 4, the Nonprofit Act, regulates District nonprofit corporations. Under both Chapter 1 and Chapter 4, corporate entities are distinguished between “foreign” and “domestic” based on the entities’ state of incorporation, Chapter 4 further distinguishes corporations. into “corporations,” “domestic corporations,” “domestic nonprofit corporations,” and “nonprofit corporations,” all of which exclude foreign corporations. D.C. Code § 29-401.02(6) (defining a “corporation” to mean “a corporation incorporated under or subject to this chapter that is not a foreign corporation”). While Plaintiff does not refute Defendant PIC’s claim that Chapter 4°s defini n of a “corporation” applies only to domestic nonprofit corporations, Plaintiff notes that § 29-105.05(c) of Chapter 1 expressly prohibits all foreign nonprofit corporations “from doing anything in the District that domestic nonprofit corporations would not be able to do...” Opp’n PIC Mot. at 9; see D.C. Code § 29-105.01(c) (providing that “registration of a foreign entity to do business in the District shall not authorize it to engage in any activity or exercise any power that a domestic entity of the same type may not engage in or exercise in the District”) 12Under Chapter 1, D.C, Code § 29-105,12 then gives the Attorney General the power to take action against any foreign corporations in violation of Title 29, providing that “the Attorney General for the District of Columbia may maintain an action to enjoin a foreign filing entity from doing business in the District in violation of this tite.” Plaintiff argues that, by providing the Attomey General authority to “enjoin” a foreign corporation, “all of the inherent equitable powers of the [] Court are available for the proper and complete exercise of that jurisdiction.” Opp’n PIC Mot. at 10 (quoting Porter v. Warner Holding Co. 328 U.S. 395, 398 (1946)). Plaintiff argues that, read together, D.C. Code §§ 29-105.01(c) and 29-105.12 allow the Attomey General to bring an enforcement action seeking injunctive relief against foreign nonprofits that engage in activity in the District that a domestic nonprofit corporation would be prohibited from engaging in. Opp’n PIC Mot. at 10-11 Citing Porter . Warner Holding Co., 328 U.S. 395 (1946), the District argues that the Attorney General’s power to “maintain an action to enjoin a foreign filing entity,” provided under § 29-105.12, allows the Attorney to seek a broad range of equitable relief. The case of Porter v. Warner Holding involved the Emergency Price Control Act of 1942. Under § 205(a) of the Act, “Whenever in the judgment of the Administrator [of the Office of Price Administration] any person has engaged or is about to engage in any acts or practices which constitute or will constitute a violation of any provision of section 4 of this Act, he may make application to the appropriate court for an order enjoining such acts or practices, or for an order enforcing compliance with such provision, and upon a showing by the Administrator that such person has engaged or is about to engage in any such acts or practices a permanent or temporary injunction, restraining order, or other order shall be granted without bond, Porter, 328 U.S. at 396 (emphasis added). The Supreme Court, when addre: whether the Administrator could also seek restitution of excessive charges under the statute, held that “[ulnless otherwise provided by statute, all the inherent equitable powers of the District Court are available for the proper and complete exercise of [equitable] jurisdiction.” Jd. at 389. The Court continued, “the comprehensiveness of this equitable jurisdiction is not to be denied or limited in the absence of a clear and valid legislative command,” Jd, The Court considering the term “otherorder” found in the Act, stated that the term “contemplates a remedy other than that of an injunction or restraining order, a remedy entered in the exercise of the District Court’s equitable discretion.” Id. at 399. The Court finds that Plaintiff has adequate statutory authority to obtain the constructive trust sought in its Complaint, D.C. Code § 29-105.12 gives the Attorney General the power to maintain an action to enjoin any foreign corporations in violation of Title 29. D.C, Code § 29- 105.01(c) prohibits foreign entities from engaging in any activity that a domestic entity of the same type may not engage in, Read together, the Attorney General for the District of Columbia may bring an action to enjoin a foreign nonprofit corporation for violations of Title 29, Chapter 4, § 20- 412.20(a) of the Nonprofit Act. While the statute in Porter ». Warner Holding contained authorization to seek “other order{s},” which is absent in D.C. Code § 29-105.12, the court nevertheless held that “[u}nless a statute in so many words, or by a necessary and inescapable inference, restricts the court’s jurisdiction in equity, the full scope of that jurisdiction is to be recognized and applied.” Porter, 328 U.S. at 399, As such, there is support for the argument that the Attorney General is able to seek broader forms of equitable relief against a foreign nonprofit corporation, such as Defendant PIC, than that explicitly stated in § 29-105.12. Moreover, Plaintiff has asserted authority under the common law to enforce the public interest against nonprofit charitable corporations. As Plaintiff notes, the Complaint expressly invokes the Attorney General’s common law power to supervise nonprofit charitable corporations Opp’n PIC Mot. at 14-17, Compl. $f] 10, 14-15. Defendants do not appear to contest this common law authority in their respective motions. Accordingly, the District has adequate statutory and common law authority to bring this suit against the PIC. B. The Complaint Adequately States a Claim Under § 29-412.20. Defendant PIC next moves to dismiss the Complaint for failure to state a claim for relief under D.C. Code § 29-412.20, PIC argues: 1) that the alleged facts do not show PIC acted contrary 14to its nonprofit purpose under subsection (a)(1)(C), 2) that Plaintiff does not allege an independent violation of law by the PIC, and 3) that the Complaint fails because it does not allege that the PIC is continuing to act in a prohibited manner. PIC Mot, at 10-13 Defendant PIC argues that the alleged facts do not show that the PIC acted contrary to its nonprofit purpose. Section 29-412.20(a)(1) permits relief only where a non-profit corporation acts contrary to its non-profit purpose or commits a violation of law, PIC Mot, at 11, Defendant PIC argues that § 29-105,01(a)(1) mandates that Virginia law govern the District’s claim of ultra vires actions by the PIC. The PIC asserts that only void acts can be ulira vires, and, under Virginia law, for an act to be void, the corporation must lack the power to do the challenged act. PIC Mot. at 11 Defendant PIC then asserts that the challenged act in this case can only be “voidable,” meaning done in an improper or unreasonable manner, because PIC is authorized to “pay reasonable compensation for services actually rendered.” PIC Mot. at 12. PIC’s Second Article of Incorporation provides in pertinent part: no part of the net income of the [Corporation] shall inure to the benefit of or be distributed to its directors, officers, or other private persons, excep! that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered{.] Compl. § 18 (quoting Second Article) (emphasis altered). Defendant PIC claims that PIC retained the authority to contract with the Trump Entities, but that the dispute is whether PIC exercised its authority reasonably, PIC Mot. at 13. As such, Defendant PIC argues that Plaintif’s allegations only amount to a voidable act that cannot be ultra vires under Virginia law. PIC Mot. at 13. The Court is unconvinced by Defendant PIC’s argument that Section 29-105.01(a) mandates that Virginia law govern the District’s claim of wlira vires actions by the PIC. Section 29-105.01 states that the law of the jurisdiction of formation of an entity governs the internal affairs of the entity. D.C. Code § 29-105.01(a)(1). As stated above, this provision is a recognition of the ‘internal affairs doctrine,” a “conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’ s internal affairs — matters peculiar to the relationship Isamong or between the corporation and its current officers, directors, and shareholders.” agar v. MITE Corp., 457 U.S. 624, 645 (1982). Plaintiff's allegations of wlira vires acts do not implicate the intemal affairs doctrine, as the doctrine is limited 10 corporate govemance disputes Furthermore, Defendant PIC has lumped all of Plaintiffs allegations into one claim of ultra vires conduct, while ignoring that Plaintiff also alleges “illegal” acts through abuse of its “lawful authority to operate in the Distr #.” Compl. § $5. Next, the PIC claims that the Complaint fails because it does not allege that the PIC is continuing to act in a prohibited manner. PIC Mot. at 13. Plaintiff claims that it has in fact alleged an ongoing abuse, In the Complaint, Plaintiff states that “the PIC has failed to take appropriate steps to recover funds it improperly paid to the Trump Hotel.” Compl. § 49, Plaintiff asserts that Defendant PIC, as a nonprofit, has a continuing obligation to take steps to recover improperly spent funds. Opp’n PIC Mot. at 23. Citing D.C. Superior Court case District of Columbia v. Options Public Charter School, et al, Plaintiff notes that this Court rejected the argument of the nonprofit, defendant that any alleged actions are no longer continuing because the Court had appointed receivers, voided the contracts, and prohibited the defendants from entering into new contracts Opp’n PIC TH, Ex. 2 at 12. Judge Wellner found that “the language stating that a violation must be ‘continuing to exceed or abuse the authority conferred upon it by law’ cannot be construed literally if temporary injunctive relief has been granted . .. It would cause an obvious injustice to the District...” Jd. The District argues that “[tJhe literal words of a statute... are not the sole index to legislative intent, but rather, are to be read in the light of the statute taken as a whole, and are to be given a sensible construction and one that would not work an obvious injustice.” District of Columbia v. Bender 906 A.2d 277, 281-82 (D.C. 2006) (internal citation omitted), Plaintiff also claims general IRS principles for correcting improper diversion of funds from nonprofit corporations, which include imposition of an excise tax until the beneficiary of the transaction corrects overpayment, support its argument that the PIC is continuing to act in a prohibited manner. Opp’n PIC TH at 24. Moreover, Plaintiff notes the PIC and Trump Hotel fail to address the 16Attomey General’s common law authority to address waste of charitable funds, which does not require any continuing violation. Opp’n PIC TH at 25. The Court finds that Plaintiff has sufficiently alleged that Defendant PIC is continuing to act in a prohibited manner, under § 29-412.20(a)(1)(C). Viewing the facts in a light most favorable to the Plaintiff, the District has claimed that Defendant PIC continues to violate its nonprofit purpose by failing to recover wasted improperly spent funds. While the Court has not granted temporary injunctive relief in this matter, as it did in Options, it would cause an injustice if nonprofit corporations were allowed to escape oversight simply because it was not actively acting contrary to its nonprofit purposes or abusing the authority conferred upon it by law. Additionally, the Court notes that Defendants do not challenge the Attorney General’s common law authority to bring suit, which does not require pleading a continuing violation, mm. Trump Hotel Motion Defendant Trump Hotel moves to dismiss the Complaint for failure to state a claim. The Trump Hotel argues: 1) the Nonprofit Corporation Act (the “Act”) is inapplicable to the Hotel, 2) equitable and injunctive relief under the Act is available only to the extent there is a continuing violation of the Act, and 3) a constructive trust is a remedy and not a cause of action. TH Mot. at A. The Act Is Applicable to For-Profit Corporations. Defendant Trump Hotel moves to dismiss the Complaint arguing that the Act is inapplicable to it, a foreign for-profit corporation. As discussed above, D.C. Code § 20-412.20 applies only to domestic nonprofit organizations. The term “corporation,” as defined in the Nonprofit Corporation Act, excludes foreign corporations. D.C. Code § 29-401.02(6) (stating ““Corporation’, ‘domestic corporation’, ‘domestic nonprofit corporation’, or ‘nonprofit corporation’ means a corporation incorporated under or subject to this chapter that is not a foreign corporation”).Plaintiff claims that District courts have previously applied the Act to transactions between nonprofit corporations and for-profit corporations, Opp’n PIC Mot, at 25. Plaintiff further asserts that § 29-412.20(a)’s prohibition on making contracts that entail private inurement payments authorizes “the Superior Court to ‘grant other injunctive or equitable relief with respect to a corporation’ that violates the Act,” thus allowing the District to bring suit against a for-profit corporation. Opp’n PIC Mot. at 26 (quoting D.C. Code § 29-412.20(a)). First, the District asserts that construing the Nonprofit Corporation Act to exempt liability for for-profit corporations would “work an obvious injustice.” Plaintiff notes that in the Superior Court Case District of Columbia ¥: Options Public Charter School, this Court found that “because the nucleus of the litigation concerned the management of the nonprofit corporation, the District could seek relief from all entities that had a relationship with the nonprofit corporation.” Opp’n PIC TH at 26-27, Ex. 2 at 16 n.4. Second, Plaintiff notes the Attorney General's common law enforcement powers over charitable funds. Defendant Trump Hotel notes that in the Options case, defendants were all also officers and directors of the nonprofit. As such, the Trump Hotel argues that D.C. Code § 29-412.20 and the law on private inurement was properly invoked in the Options case because the people who made the decisions regarding the transactions were the same parties who were receiving the benefit from them. TH Reply at 1-2. ‘Viewing the allegations in the Complaint in a light most favorable to the non-moving party, the Court finds that the Act is applicable to the Trump Hotel. Plaintiff has alleged in the Complaint that the initial quote the Trump Hotel provided PIC for use for the Trump Hotel was $450,000 per day, and was allegedly much higher than the Trump Hotel’s internal pricing guidelines. Compl. 22. This high price raised concerns with PIC staffers, including Gates and Wolkoff. The District alleges that Wolkoff met with President-elect Trump and Ivanka Trump on December 16, 2016 to discuss these concems. Compl. §] 25. The President-elect “acknowledged these concems and directed that Ivanka Trump would handle this issue.” Compl. {| 25. That day, Damelincourt, the 18Managing Director of the Trump Hotel, Gates, and President-elect Trump also met to discuss pricing, which resulted in Damelincourt offering a new price proposal. Compl. { 25. This new proposal was also met with concerns of PIC staff. Compl. 28. The crux of the case presented by Plaintiff, and to be accepted as true at the motion to dismiss stage, is that the Trump Organization, through the actions of its high-ranking officers, asserted control, either directly or indirectly, over the PIC and Trump Hotel to enter into an agreement that served to privately inure these high- ranking officers with money from a non-profit organization. This is exactly the type of transaction the Act was intended to prevent and it would “work and obvious injustice” to find that the Act did not apply to a for-profit corporation where “the nucleus of the litigation concerned the management of the nonprofit corporation{.]” Opp’n PIC TH at 26-27, Ex. 2 at 16 n.4 B, Plaintiff Has Alleged a Continuing Violation. As discussed in the analysis for the PIC Motion, the Court has found that Pl alleged facts support a claim under the Act. C. Plaintiff May Impose a Constructive Trust on the Hotel Funds. The Trump Hotel moves to dismiss the Complaint because “D.C. courts have repeatedly held that a ‘claim’ for a constructive trust is improper and must be dismissed because a constructive trust is a remedy, not a cause of action.” Defendant Trump Hotel further argues that, under D.C. Code Ann. § 29-412.20(a), the Act limits the imposition of a constructive trust on compensation paid to a nonprofit corporation’s director, officer, or manager. See D.C 20(a) (stating “[tJhe Superior Court may dissolve a nonprofit corporation, place a corporation in receivership, impose a constructive trust on compensation paid to a corporation’s director, officer, or manager, or grant other injunctive or equitable relief . ..”). Finally, Defendant Trump Hotel claims that Plaintiff has failed to allege the proper elements required for the remedy of a constructive trust. TH Mot. at 9,In response, Plaintiff notes that it has not brought a claim for just a constructive trust. Rather, Plaintiff states that the Complaint alleges a single count for equitable relief, which includes a constructive trust among other relief, Opp’n PIC Mot. at 28, Regardless, Plaintiff notes that the Court of Appeals has recognized the viability of claims for constructive trust. Opp’n PIC Mot. at 28 (citing Zanders v. Reid, 980 A.2d 1096, 1102 (D.C. 2009), Gray v. Washington, 612 A.2d 839, 843 (D.C. 1992)). Next, Plaintiff argues that the Trump Hotel is incorrect that a constructive trust under the Nonprofit Act can only be imposed on compensation paid to a nonprofit corporation’s director, officer, or manager. Opp'n PIC Mot. at 30. Plaintiff notes that District of Columbia law allows for the imposition of a “constructive trust... in a wide range of situations, including, for example, where the transfer of property was induced by mistake of fact, for embezzlement, conversion of goods, fraud, duress, undue influence, and breach of a fiduciary duty.” Opp’n PIC Mot. at 29 (quoting Hertz v. Klavan, 374 A.2d 871, 873 (D.C. 1977)). Plaintiff asserts that any transaction may establish a basis for imposing a constructive trust. Opp’n PIC Mot. at 29 (citing Gray v. Gray 412 A.2d 1208, 1210 (D.C. 1980)). Furthermore, Plaintiff claims that the Trump Hotels argument fails because the statute goes on to authorize “other injunctive or equitable relief.” D.C. Code § )-412.20(a). Plaintiff may seek a constructive trust, among other forms of equitable relief, against Defendant Trump Hotel. As discussed in the context of the PIC Motion, D.C. Code § 29-105.12 gives the Attorney General the power to maintain an action to enjoin any foreign corporations in violation of Title 29. D.C. Code § 2! 105.01(¢) prohibits foreign entities from engaging in any activity that a domestic entity of the same type may not engage in. Read together, the Attorney General for the District of Columbia may bring an action to enjoin a foreign nonprofit corporation for violations of Title 29, Chapter 4, § 20-412.20(a) of the Nonprofit Act. “Unless a statute in so many words, or by a necessary and inescapable inference, restricts the court’s jurisdiction in equity, the full scope of that jurisdiction is to be recognized and applied.” Porter, 328 U.S. at 399. As the 20nucleus of the litigation concerns the management of the nonprofit corporation, itis proper to apply the Act to the Trump Hotel Finally, Defendant Trump Hotel argues that the District has not identified any wrongful act committed by the Trump Hotel, a requirement to impose a constructive trust. TH Mot, at 9 However, Plaintiff does not need to allege a wrongful act to support a claim for a constructive trust, “A constructive trust arises where a person who holds title to property is subject to an equitable duty to convey it to another on the ground that he would be unjustly enriched if permitted to retain it.” Heck v. Adamson, 941 A.2d 1028, 1029 (D.C. 2008), Furthermore, “[a}ny transaction may be the basis for creating a constructive trust where for any reason the defendant holds funds which in equity, and good conscience should be possessed by the plaintiff.” Woodruff . Coleman, 98 A.2d 22, 24 (D.C. 1953). Accordingly, Plaintiff has alleged facts to entitle it o a constructive trust. CONCLUSION Plaintiff has established that this Court has personal jurisdi ion over the Trump Organization, and has sufficiently stated a claim for equitable relief against all Defendants Accordingly, itis this 9th day of September, 2020, hereby ORDERED that the Trump Organization Motion is DENEID; and it is further ORDERED that the 58th Presidential Inaugural Committee Motion is DENIED; and it is further ORDERED that the Trump Hotel Motion is DENIED. A 21Copies via CaseFileXpress to: Jimmy Rock David Fitzgerald Leonor Miranda David Leviss Nicole Hill K. Lee Blalack Matt James Rebecca Woods Counsel for the Plaintiff James Billings-Kang Counsel for the Defendants 22