## Facts

- Eyob Mamo and his company, DAG Petroleum III, Inc. (Mamo was the sole shareholder), operated a gas station and convenience store on Good Hope Road S.E. in the District of Columbia beginning in 1996.
- Mamo operated the station under a renewable Amoco franchise agreement (later BP Products North America, Inc.).
- The franchise agreement contained a condemnation provision permitting BP to terminate or not renew the franchise in the event of condemnation or other taking of the facility by eminent domain.
- On May 18, 2003, BP sent Mamo a letter terminating and nonrenewing the franchise agreement, effective ten days before the date of condemnation or a sale in lieu of condemnation.
- In early July 2004, the District initiated eminent-domain proceedings to acquire the land and improvements for construction of a municipal office building.
- The Mayor executed a Declaration of Taking that set estimated just compensation at $680,000 for the taking of “the Property, including all interests therein.”
- The District filed a condemnation complaint (and later an amended complaint). Mamo and DAG responded with an answer and counterclaim asserting that the taking included the “Good Hope Amoco Business,” including the franchise, leasehold interest, and goodwill.
- Mamo sought compensation beyond the land’s fair market value, claiming additional payment for franchise rights, business value, and goodwill, and he also raised equitable estoppel theories based on the District’s conduct in the condemnation process.
- The trial court ruled for the District, limiting the award to the fair market value of the real property taken, and rejected the claim for additional compensation for franchise, business, and goodwill. Mamo and DAG appealed.

## Issues

1. Whether the Fifth Amendment’s Just Compensation Clause required the District to pay additional compensation for Mamo’s franchise, business value, and goodwill, beyond the fair market value of the condemned real property.
2. Whether the District was equitably estopped from denying compensation for those asserted interests.

## Decision

- The D.C. Court of Appeals affirmed the trial court’s judgment for the District.
- The court held that the District satisfied the constitutional requirement of just compensation by paying the fair market value of the real property interest taken; Mamo was not entitled, on these facts, to separate compensation for franchise, business, or goodwill losses.
- The court rejected equitable estoppel against the District because the record did not show the type of clear governmental representation and extraordinary circumstances needed to apply estoppel to require additional payment.

## Legal Principles

- Just compensation in eminent domain is generally the fair market value of the property interest actually taken; business losses tied to displacement from a location are ordinarily treated as consequential damages and are not compensable absent statutory authorization.
- The scope of a compensable property interest is defined by the claimant’s existing legal rights; contract provisions that make a business relationship terminable upon condemnation limit what, if anything, remains to be “taken” as a separate interest in the condemnation case.
- A franchisee’s expectation of continuing to operate at a particular site is not, by itself, a separately compensable property interest when the governing franchise contract allows termination or nonrenewal upon condemnation and the franchisor exercises that right.
- Equitable estoppel against the government is strongly disfavored and requires more than ordinary reliance; it typically demands a clear representation by government officials and exceptional circumstances (often tied to affirmative misconduct). It cannot be used to expand compensation beyond what the law requires.

## Conclusion

Because the District paid the fair market value of the condemned real property, and because Mamo’s asserted franchise and related business interests were contractually subject to termination upon condemnation, the Fifth Amendment did not require separate compensation for franchise, business value, or goodwill; the court also declined to apply equitable estoppel to compel additional payment.


Mamo v. District of Columbia, 934 A.2d 376 (2007)