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DISTRICT OF COLUMBIA COURT OF APPEALS
No. 24-AA-0806
2461 CORPORATION T/A MADAM’S ORGAN, PETITIONER,
V.
DISTRICT OF COLUMBIA ALCOHOLIC BEVERAGE
AND CANNABIS BOARD, RESPONDENT.
On Petition for Review of an Order of the
District of Columbia Alcoholic Beverage and Cannabis Board
(23-251-00016)
(Submitted April 30, 2026 Decided October 1, 2026)
Richard J. Bianco was on the briefs for petitioner.
Brian L. Schwalb, Attorney General for the District of Columbia, Caroline S. Van Zile, Solicitor General, Ashwin P. Phatak, Principal Deputy Solicitor General, Carl J. Schifferle, Deputy Solicitor General, and Chris Edward Mendez, Assistant Attorney General, were on the brief for respondent.
Before HOWARD and SHANKER, Associate Judges, and WASHINGTON, Senior Judge.
SHANKER, Associate Judge: Madam’s Organ (the “trading as” name of
petitioner 2461 Corporation, and the name we use in this opinion) is a bar in the
District’s Adams Morgan neighborhood. In accordance with D.C. Code § 25-836,
Madam’s Organ has a security plan in place with the District’s Alcoholic Beverage
2
and Cannabis Board. As relevant here, that plan provides, under a statement about
training provided to security personnel, that “[p]olice and/or EMS are called for any
emergency situation.”
In May 2023, a physical altercation between a patron and two Madam’s Organ
security guards occurred outside of the bar. The patron filed a report with the
Metropolitan Police Department but Madam’s Organ did not contact MPD about the
altercation. As a result, the Board directed Madam’s Organ to show cause why it
should not be fined, its liquor license suspended or revoked, or other conditions
placed on its license on the ground that the bar violated D.C. Code § 25-823(a)(6)
by failing to follow its security plan. After the show-cause hearing, the Board
concluded that Madam’s Organ violated Section 25-823(a)(6) because the incident
was an emergency and Madam’s Organ failed to call the police. Among other
sanctions, the Board fined Madam’s Organ $1,000.
Madam’s Organ has petitioned for review, asserting that (1) the security
plan’s statement about calling the police in an emergency situation does not impose
a requirement but simply sets forth a training subject for the bar’s security personnel,
and (2) even assuming the statement imposes a requirement, the altercation was not
an “emergency situation” and therefore Madam’s Organ did not fail to adhere to the
3
security plan. We agree with Madam’s Organ on the first point and thus need not
reach the second. We reverse the Board’s order.
I. Background
Madam’s Organ is a tavern holding a retailer’s class C/T license. See D.C.
Code § 25-113(c)(3)(A). It was required to file a security plan with the Board. Id.
§ 25-836(a).1 A compliant security plan “shall include at a minimum”:
(1) A statement on the type of security training
provided for, and completed by, establishment personnel,
including:
(A) Conflict resolution;
(B) Procedures for handling violent
incidents, other emergencies, and calling the
Metropolitan Police Department; and
(C) Procedures for crowd control and
preventing overcrowding;
(2) Procedures for permitting patrons to enter the
establishment;
(3) A description of how security personnel are
stationed inside and in front of the establishment;
(4) The number and location of security cameras
used by the establishment;
1
It appears that, as a tavern and not a nightclub, Madam’s Organ was required to file a security plan not automatically but because the Board required as much in its discretion. D.C. Code §§ 25-836(a) & -113(c), (d), (g)(3)(A), (g)(4).
4
(5) Procedures to prevent patrons from becoming
intoxicated;
(6) Procedures to ensure that only persons 21 years
or older are served or consume alcohol;
(7) Procedures for maintaining an incident log; and
(8) Procedures for preserving a crime scene.
Id. § 25-836(e).
The Board may fine and suspend or revoke the license of any licensee that
fails to follow its security plan. Id. § 25-823(a)(6); see id. § 25-823(c) (“A licensee
shall be required to comply with the terms and conditions of the licensee’s settlement
agreement, security plan, or order from the Board that is attached to the license
during all times that it is in operation. A single violation of a settlement agreement,
security plan, or order from the Board shall be sufficient to prove a violation of
subsection (a)(6) of this section.”); id. § 25-113(g)(4) (“The Board, in its sound
discretion, may require that a multipurpose facility licensee file a security plan with
the Board. A multipurpose facility licensee so required shall comply with the terms
of its security plan.”).
Madam’s Organ’s security plan included all of the elements listed in
Section 25-836(e) and closely tracked that provision’s structure. As relevant here, it
provided:
5
A. All security at Madam’s Organ is trained for every
location around the establishment by senior staff
and management.
1. Security are trained to recognize and deescalate conflict.
2. Police and/or EMS are called for any
emergency situation.
3. Front door staff maintains constant control to
maintain capacity and uses a manual counter.
In May 2023, an altercation between a patron, Jacob Scheidt, and two
Madam’s Organ security guards, Walter Johnson and Aaron Payton, occurred
outside of the bar as it was closing. The details of the scuffle were the subject of
some dispute, but we rely here on the account of the incident credited by the Board;
in any event, who instigated the fracas and who assaulted whom are not particularly
relevant for present purposes. In brief, the Board found that (1) Mr. Johnson and Mr.
Payton made Mr. Scheidt wait outside for his girlfriend as the bar was emptying at
closing time; (2) when Mr. Scheidt’s girlfriend came outside about a minute later,
Mr. Johnson told her that Mr. Scheidt was “being a jerk,” which prompted her to
start arguing with Mr. Johnson; (3) Mr. Payton intervened when it seemed like Mr.
Scheidt—who was standing behind his girlfriend in a “threatening manner”—might
assault Mr. Johnson, suggested that Mr. Johnson go back inside, told Mr. Scheidt
and his girlfriend to leave, and tried to “guide” them off the property when they
6
refused; (4) Mr. Scheidt then grabbed Mr. Payton’s shirt, pushed Mr. Payton
backwards, wrapped his arms around Mr. Payton’s legs, tripped Mr. Payton, and
pulled Mr. Payton to the ground; (5) Mr. Johnson and a bystander pulled Mr. Scheidt
off of Mr. Payton and Mr. Scheidt yelled some obscenities and claimed he was the
one who had been assaulted; and (6) Mr. Scheidt and his girlfriend left without
further incident.
Mr. Scheidt filed a police report but Madam’s Organ did not contact MPD
about the altercation. The Board thus issued a Notice of Status Hearing and Show
Cause Hearing charging Madam’s Organ with contravening the terms of its Boardapproved security plan by failing to contact MPD after a “violent incident” occurred,
in violation of Section 25-823(a)(6).
After the hearing, the Board determined that Madam’s Organ “violated [D.C.
Code] § 25-823(a)(6) by failing to call the police after a patron scuffled with security
outside the establishment despite being required to do so by [its] security plan.” The
Board first concluded that a “security plan is akin to a contract, in that it is a
document prepared by a private party that is binding on the drafter-licensee by law.”
Accordingly, the Board stated that, as it would with a contract, it was interpreting
the security plan “within its four corners,” “as written,” and “against the drafter” (the
licensee, in this case Madam’s Organ).
7
The Board then found that Mr. Scheidt assaulted Mr. Payton when he “tried
to get [him] in a hold and refused to let go.” The Board cited the definition of assault
in Mungo v. United States, 772 A.2d 240, 245 (D.C. 2001), as “the unlawful use of
force causing injury to another or the attempt to cause injury with the present ability
to do so.”
The Board further found that the assault constituted an “emergency” under the
terms of the security plan. The Board relied on the definition of “emergency” in
Black’s Law Dictionary, which provides that an emergency is a “sudden and serious
event or an unforeseen change in circumstances that calls for immediate action to
avert, control, or remedy harm,” or “an exigent circumstance in which immediate
assistance is needed to protect property, public health, or safety, or to lessen or avert
the threat of disaster.” Emergency, Black’s Law Dictionary (12th ed. 2024). The
Board stated that “a patron grabbing Mr. Payton and refusing to let go and another
security person having to take physical action to separate the patron from [Mr.
Payton] qualifies as a ‘serious event’ that also required ‘immediate assistance’ to
protect the health and safety of Mr. Payton.” It added that it is “important for police
to be called after an assault, even if perceived as minor, because persons involved
could leave the area and possibly return with a weapon to get revenge.”
8
The Board rejected Madam’s Organ’s argument that the security plan tracked
the language of D.C. Code § 25-836(e) and that therefore its reference to calling the
police was simply a part of its training plan for security personnel. The Board stated
that (1) unlike the statutory provision, the “A” sentence in the security plan, which
references training, ends in a period and not a colon before the numbered sentences
that follow; (2) sentences A.2 (the provision at issue here) and A.3 “are written as
affirmative steps” with “action” to take “to provide security”; and (3) unlike
sentence A.1, sentences A.2 and A.3 do not refer to training.
The Board also declined to consider an MPD “Best Practices for Nightlife
Establishments” document that Madam’s Organ had introduced in support of its
argument that MPD itself recognizes that the types of emergencies requiring a police
response are more serious in nature. The Board stated that “outside documents, such
as MPD documents regarding nightlife best practices, outside conversations, and
other types of extrinsic evidence are not relevant[,] especially[ ] when not
specifically referenced in the security plan as a source of interpretation or included
within the document when [it was] submitted to the Board for acceptance.”
The Board thus found Madam’s Organ “guilty” of violating
Section 25-823(a)(6), fined it $1,000, and required it to file a new security plan and
provide training to its staff. This petition for review followed.
9
II. Analysis
Madam’s Organ asserts that the Board erred in interpreting provision A.2 of
the security plan as a requirement that the bar call the police in an emergency
situation as opposed to a description of training the bar would provide to personnel.
It further argues that, even if the security plan does impose a requirement, the Board
erred in finding that the affray was an emergency situation. The Board responds that,
construing the security plan as a contract, provision A.2 “unambiguous[ly]” imposes
a requirement. The Board also contends that it reasonably concluded that the incident
involved an assault and the assault was sufficiently serious to constitute an
emergency situation.
We agree with Madam’s Organ that the security plan provision about
contacting the police—read in the context of the whole document, in light of
surrounding provisions, and in connection with Section 25-836(e)—states that
Madam’s Organ will train its security personnel that police or EMS will be called
for any emergency situation. In the absence of any allegation or evidence that
Madam’s Organ did not provide that training—and the absence of any separate
security plan provision requiring Madam’s Organ to call the police or EMS
following an emergency—it cannot be said that Madam’s Organ failed to follow its
10
security plan and thereby violated Section 25-836(a)(6). We therefore reverse the
Board’s order.
A. Standard of Review
We assume without deciding that a security plan is construed as a contract that
is binding on the licensee. “The proper interpretation of a contract term is a question
of law, which we review de novo.” Crowell & Moring, LLP v. TREA 1001
Pennsylvania Ave. Tr., 349 A.3d 1236, 1242 (D.C. 2026).
“We first assess the contract’s plain language, giving reasonable effect to the
contract’s parts and avoiding an interpretation that would render any part of it
meaningless or incompatible with the contract as a whole.” DCA Capitol Hill LTAC,
LLC v. Capitol Hill Grp., 332 A.3d 518, 530 (D.C. 2025). “[W]e view the contract
in the context of the circumstances in which it was made, including the legal
context.” Gryce v. Lavine, 675 A.2d 67, 70 (D.C. 1996). We do not read provisions
“in isolation.” Crowell & Moring, LLP, 349 A.3d at 1244.
“We analyze disputed terms in light of what a reasonable person in the
position of the parties would have thought the disputed language meant.” DCA
Capitol Hill LTAC, 332 A.3d at 530 (citation modified). “Our endeavor to ascertain
what a reasonable person in the position of the parties would have thought the words
11
of a contract meant applies whether the language is ambiguous or not.” Id. at 531
(citation modified). “A reasonable person is: (1) presumed to know all the
circumstances surrounding the contract’s making; and (2) bound by usages of the
terms which either party knows or has reason to know.” Id. (citation modified).
“Extrinsic evidence may be used to determine the circumstances surrounding the
making of the contract, but it may not be relied upon to show the subjective intent
of the parties absent ambiguity in the contract’s language.” Id.
While ambiguities in an agreement are generally construed against the drafter,
the “rule disfavoring the drafter of an agreement comes into play only if other
principles of contract interpretation leave the court unable to give the contractual
language at issue a definite meaning.” Carome v. Carome, 293 A.3d 1122, 1129
(D.C. 2023); see Am. Bldg. Maint. Co. v. L’Enfant Plaza Props., Inc., 655 A.2d 858,
863 (D.C. 1995) (stating that the canon of contra proferentem “is a secondary
standard of interpretation and inferior to extrinsic proof of the parties’ agreement, or
to other authority revealing that understanding” (citation modified)).
The Board notes that “[o]ur review of agency decisions is generally limited in
scope.” Lemma Holdings, LLC v. Alcoholic Beverage Control Bd., 235 A.3d 802,
804 (D.C. 2020). We have said that “we must affirm unless we conclude that the
agency’s ruling was arbitrary, capricious, an abuse of discretion, or otherwise not in
12
accordance with law.” Id. at 805 (citation modified). “Even accepting for the sake
of argument that deference to agency interpretation were warranted” with respect to
contractual language, however, “it would only be appropriate where there was
ambiguous language and the agency’s interpretation of that language was
reasonable.” Off. of the People’s Couns. v. D.C. Pub. Serv. Comm’n, 284 A.3d 1027,
1033 (D.C. 2022); see Peterson v. D.C. Lottery & Charitable Games Control Bd.,
673 A.2d 664, 668 (D.C. 1996) (“It has been cogently stated that neither the language
nor the reasoning of [cases involving deference to an agency’s reasonable
interpretation of its own regulations] suggests they require similar deference to the
agency’s interpretation of a contract that it makes with an outside party.” (citation
modified)). In any event, a legal error in interpreting a contract would constitute an
abuse of discretion, see Murray v. Motorola, Inc., 339 A.3d 152, 169 (D.C. 2025)
(“A court by definition abuses its discretion when it makes an error of law.” (citation
modified)), so ultimately whether our review is de novo or the standard we have
historically applied to agency decisions is of no moment in this case.2
2
We need not address whether we owe deference to the Board’s interpretation of statutes it implements, see LHL Realty Co. DC LLC v. District of Columbia, 357 A.3d 1165, 1171 (D.C. 2026), because, as will become apparent below, we do not disagree with the Board’s construction of any statutes.
13
B. Discussion
Because Madam’s Organ’s liability turns on whether it “violated [D.C. Code]
§ 25-823(a)(6) by failing to call the police after a patron scuffled with security
outside the establishment despite being required to do so by [its] security plan,” the
issue before us is whether Madam’s Organ’s security plan in fact required it to call
the police in an emergency situation.
We begin by recognizing that provision A.2 of the security plan says what it
says: “Police and/or EMS are called for any emergency situation.” But “[w]e must
not, of course, make a fetish out of plain meaning,” James Parreco & Son v. D.C.
Rental Hous. Comm’n, 567 A.2d 43, 46 (D.C. 1989), and, as noted, we do not
interpret contractual provisions in isolation. Provision A.2 plainly falls under the
broader topic-sentence provision A, which pertains to training of security personnel.
A.2 does not restate the word “training,” but its indented placement under A (along
with A.1, which uses the word “trained”) leaves little doubt that it is one of the
aspects of personnel training contemplated in the security plan. See Parker v. U.S.
Tr. Co., 30 A.3d 147, 154 (D.C. 2011) (noting that contracts are interpreted in light
of their “language, structure[,] and purpose”).
A plain reading of Section 25-836(e), which is part of the “legal context” in
which the security plan was written, Gryce, 675 A.2d at 70, supports this conclusion.
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In the statute, “[p]rocedures for handling violent incidents, other emergencies, and
calling the Metropolitan Police Department” is quite clearly one of the “type[s] of
security training” a licensee must include in its security plan. D.C. Code
§ 25-836(e)(1), (e)(1)(B). Looking at Madam’s Organ’s security plan as a whole, it
is evident that in drafting the plan the bar sought to adhere to the requirements of the
statute; and the Board, which must be satisfied that a compliant security plan has
been filed before issuing a license, id. § 25-836(b), would have seen that Madam’s
Organ’s plan mirrored Section 25-836(e). Accordingly, a reasonable person in the
position of the parties would have understood that provision A.2 of the plan was
intended to mirror Section 25-836(e)(1)(B).
In this regard, we agree with Madam’s Organ that if provision A.2 did not
pertain to personnel training, then the security plan did not contain all of the
statutorily required elements, such that it presumably would not have been approved
by the Board. Rather than assume both that Madam’s Organ made an affirmative
choice to deviate from the statute with respect to only one provision—in a manner
that subjected it to greater obligations—and that the Board approved a security plan
that did not comply with the statute, we apply a more reasonable construction
consistent with the circumstances surrounding the making of the document.
15
The Board concluded that the security plan’s provision A does not track the
language of Section 25-836(e)(1) because, among other things, the statutory section
ends in a colon while provision A ends in a period (before they each list three items
underneath). “Punctuation matters,” Remus Enters. 1, LLC v. Breece, 355 A.3d 666,
668 (D.C. 2026), but we think the Board’s approach construes the security plan in a
“most hyper-technical, over-analyzed sense,” Great W. Cas. Co. v. Robbins, 833
F.3d 711, 717 (7th Cir. 2016), that is inconsistent with “the natural reading of its
language, considered as a whole,” Pagan v. Murray, 628 A.2d 110, 112 (D.C. 1993);
cf. U.S. Nat’l Bank of Or. v. Indep. Ins. Agents of Am., Inc., 508 U.S. 439, 454-55
(1993) (“A statute’s plain meaning must be enforced, of course, and the meaning of
a statute will typically heed the commands of its punctuation. But a purported plainmeaning analysis based only on punctuation is necessarily incomplete and runs the
risk of distorting a statute’s true meaning. . . . No more than isolated words or
sentences is punctuation alone a reliable guide for discovery of a statute’s meaning.
Statutory construction is a holistic endeavor, and, at a minimum, must account for a
statute’s full text, language as well as punctuation, structure, and subject matter.”
(citation modified)). Although Madam’s Organ used a period after sentence A and
after each sentence under A, the layout of this part of the security plan, with indented,
16
numbered provisions under provision A, demonstrates that A.1, A.2, and A.3 all set
forth specific ways in which “[a]ll security at Madam’s Organ is trained.” 3
The question remains whether, even though provision A and its subparts relate
to training, by stating that its personnel will be trained that police will be called for
any emergency situation, Madam’s Organ effectively represented that its policy is
to call the police in any emergency situation and it thereby bound itself to do so. In
this regard, the Board argues that Madam’s Organ should be liable because
“[t]raining is not a pointless formality but rather a means to implement the
underlying substantive obligation” and because “[t]o allow Madam’s Organ to fail
to implement, without consequence, what the training requires would defeat the
purpose of the requirement, which is to ensure that police or EMS are called for
every emergency.” We are not persuaded. It may be that the purpose of the security
plan training provision is to ensure that police or EMS are called in any emergency
situation, but it is not clear from the security plan or the statute that Madam’s Organ
intended or understood that by setting forth the particulars of its training it was taking
3
The Board also observed that “there is no reference to ‘training’ in” provisions A.2 and A.3. But in the statute, after the reference to “types” of “security training” in Section 25-836(e)(1), there is likewise no repetition of the word “training” in provisions (e)(1)(A), (e)(1)(B), and (e)(1)(C). Yet the Board acknowledges that “Section 25-836(e)(1) provides a topic sentence follow[ed] by a colon listing the topics for training.”
17
on the risk of liability when those particulars are not followed, as it did with respect
to the provisions of Section 25-836(e) relating to affirmative security procedures. 4
Ultimately, if the security plan requires Madam’s Organ to train its personnel
that police will be called in an emergency and Madam’s Organ failed to provide such
training, it would be in violation of the security plan. If the security plan requires
Madam’s Organ to train its personnel that police will be called in an emergency and
Madam’s Organ provided such training but did not call the police, it is not clear to
us what provisions of the security plan the bar violated. Perhaps the police should
be called in an emergency situation, but nothing in Section 25-836(e) indicates that
a security plan subjects a licensee to liability if training regarding such a policy is
4
If the D.C. Council had wanted security plans to set forth the affirmative procedures a licensee must follow with respect to calling the police or EMS in an emergency situation, it could have made that provision a numbered provision under Section 25-836(e), analogous to the provisions addressing “[p]rocedures for permitting patrons to enter the establishment,” D.C. Code § 25-836(e)(2), and “[p]rocedures to prevent patrons from becoming intoxicated,” id. § 25-836(e)(5). A failure to follow those procedures as set forth in a security plan would, we think, constitute a failure to follow the security plan. See id. § 25-823(a)(6). Instead, the Council made the provision a sub-provision under Section 25-836(e)(1), which, again, addresses the “type[s]” of training that a licensee will provide for establishment personnel and that establishment personnel will complete. See Wilson v. United States, 362 A.3d 444, 450 (D.C. 2026) (“The primary and general rule of statutory construction is that the intent of the lawmaker is to be found in the language that he has used.”).
18
provided but not properly followed, and Madam’s Organ’s security plan, which
tracks Section 25-836(e), does not subject it to such liability.
III. Conclusion
For the foregoing reasons, we reverse the order of the Alcoholic Beverage and
Cannabis Board.
So ordered.