## Facts

- A three-story row house at 2140 F Street, N.W., in a residential zone had operated as a grocery store since 1946.
- A grocery on one floor was treated as a lawful nonconforming use since at least 1958.
- In 2008, Foggy Bottom Grocery, LLC (FoBoGro) applied for a certificate of occupancy (C of O) authorizing grocery use throughout the building and an additional “sandwich shop” use.
- On August 21, 2008, the Zoning Administrator issued a C of O authorizing use of 1,835 square feet across all three floors for the approved uses.
- After issuance, FoBoGro purchased the business, leased the building, and undertook substantial renovations and expenditures in reliance on the C of O.
- About one year after the C of O issued—and while renovations were ongoing—the West End Citizens Association (WECA) appealed to the Board of Zoning Adjustment (BZA), arguing the three-floor operation unlawfully expanded the nonconforming use and would harm neighborhood conditions.
- The BZA initially upheld the C of O on nonconforming-use grounds; an earlier appellate decision reversed in part and remanded, directing the BZA to address unresolved matters including equitable estoppel.
- On remand, the BZA rejected WECA’s challenge on equitable estoppel grounds, concluding FoBoGro reasonably relied on the C of O and would be substantially prejudiced by revocation.
- WECA sought review of the remand decision.

## Issues

1. Whether equitable estoppel could bar WECA’s zoning challenge where FoBoGro relied in good faith on an officially issued C of O and would suffer substantial prejudice if it were invalidated.
2. Whether applying equitable estoppel would contravene zoning objectives or materially impair the government’s ability to enforce zoning regulations.
3. Whether the BZA’s findings supporting estoppel were supported by substantial evidence and whether its application of the doctrine was legally permissible.

## Decision

- The court affirmed the BZA’s decision on remand and denied WECA’s petition for review.
- The court held that the issued C of O constituted a definite governmental representation on which FoBoGro reasonably relied.
- The court agreed that FoBoGro changed its position substantially—through purchase, leasing commitments, and major renovations—creating substantial prejudice if the C of O were withdrawn.
- The court accepted the BZA’s reliance on WECA’s delayed appeal, filed after significant reliance expenditures had been incurred, as supporting estoppel.
- The court concluded that applying estoppel in these circumstances would not seriously impair zoning enforcement or undermine the purposes of the zoning regulations.

## Legal Principles

- Equitable estoppel against the government in zoning matters is available only in exceptional circumstances when justice and fair play require it.
- Estoppel may apply where there is (1) a definite governmental representation, (2) reasonable, good-faith reliance, and (3) a change of position resulting in substantial prejudice if the government action is withdrawn.
- A formally issued certificate of occupancy can constitute affirmative governmental conduct capable of supporting estoppel.
- Even if the elements of estoppel are satisfied, estoppel is improper if it would seriously impair governmental powers or contravene the purposes of zoning regulations.
- Appellate review defers to the BZA’s fact-finding if supported by substantial evidence and upholds agency action that rationally follows from those findings.

## Conclusion

The court upheld the certificate of occupancy on equitable estoppel grounds because FoBoGro reasonably relied on an official zoning authorization, incurred substantial and visible reliance costs before the neighborhood association filed its challenge, and revocation would cause substantial prejudice without materially advancing zoning purposes.


West End Citizens Ass’n v. D.C. Bd. of Zoning Adjustment, 112 A.3d 900 (D.C. 2015)