Full opinion text
MEMORANDUM OPINION COLLEEN KOLLAR-KOTELLY, District Judge. This case arises out of a very bitter and very unfortunate dispute between Plaintiff The Armenian Genocide Museum & Memorial, Inc. (“AGM & M”) and Defendants The Cafesjian Family Foundation, Inc. (“CFF”), John J. Waters Jr. (“Waters Jr.”), John J. Waters Sr. (“Waters Sr”), and Gerard L. Cafesjian (“Cafesjian”) (collectively, “Defendants”), relating to the construction of an Armenian genocide museum and memorial in Washington, D.C. Although the parties have reportedly expended significant time attempting to resolve their disputes, they continue to press forward with any and all grievances against each other in this and two other eases currently pending before this Court. In the above-captioned case, AGM & M has asserted claims for breach of fiduciary duty against Waters Jr., Waters Sr., and Cafesjian for their involvement in the filing of a Memorandum of Agreement that recorded a reversionary interest held by Cafesjian and CFF in certain properties owned by AGM & M, as well as the filing of a lis pendens. Plaintiff also seeks declaratory and injunctive relief relating to CFF and Cafesjian’s reversionary interest, which exists pursuant to a series of agreements between AGM & M, CFF, Cafesjian, and the Armenian Assembly of America. CFF and Waters Jr. have filed a counterclaim asserting that the filing of this lawsuit was an ultra vires act by AGM & M. Currently pending before the Court in this action are a series of motions for summary judgment. AGM & M has filed a[104] Motion for Partial Summary Judgment regarding its claims for breach of fiduciary duty against Waters Jr. and Cafesjian (Count I of the Second Amended Complaint) and against Waters Sr. (Count II), as well as the sole Counterclaim. Waters Sr. has filed a[105] Motion for Summary Judgment regarding the sole claim against him for breach of fiduciary duty (Count II). Waters Jr., Cafesjian, and CFF (collectively, the “Cafesjian Defendants”) have filed a[107] Motion for Summary Judgment as to all counts. The parties have each filed oppositions and replies regarding these motions, and they are now ripe for adjudication. Also pending before the Court is a[lll] Motion to Compel the Production of Documents, filed by AGM & M and other parties in the related actions, which were consolidated for purposes of discovery only. The Court shall address that motion in a separate opinion. For the reasons explained below, the Court shall DENY the parties’ motions for summary judgment with respect to: (1) Count I of the Second Amended Complaint for breach of fiduciary duty against Waters Jr. and Cafesjian; (2) Count III of the Second Amended Complaint for declaratory relief regarding the enforceability of the reversion clause in the Grant Agreement; (3) Count IV of the Second Amended Complaint seeking quiet title and removal of the lis pendens; and (4) the Counterclaim for relief based on an alleged ultra vires act. The Court shall GRANT Waters Sr.’s motion for summary judgment regarding Count II of the Second Amended Complaint. I. BACKGROUND The following facts are drawn from the summary judgment record assembled by the parties and the parties’ statements of material facts that are not in dispute. A. The Armenian Assembly of America and the Origins of the AGM & M The Armenian Assembly of America (the “Assembly”) is an Armenian-American advocacy group that is incorporated in the District of Columbia as a non-profit corporation. Pl.’s Stmt. ¶ 5. In the mid-1990s, the Assembly received a pledge from Anoush Mathevosian, an Armenian-American philanthropist, for the purpose of constructing a permanent museum to the victims and survivors of the Armenian genocide. Pl.’s Stmt. ¶ 6. Ms. Mathevosian’s pledge was initially for $3.0 million but was subsequently raised to $3.5 million. Defs.’ Resp. Stmt. ¶ 6. Encouraged by Ms. Mathevosian’s generosity, the Assembly began exploring possible sites for the museum in Washington, D.C., and solicited donations from the Armenian-American community for the purpose of establishing and constructing the museum. Pl.’s Stmt. ¶ 7. In 2000, the Assembly identified a possible site for the museum at the National Bank of Washington building (the “Bank Building”) at 14th and G Streets, N.W. (619 14th Street, N.W.), Washington, D.C., located just a few blocks away from the White House. Pl.’s Stmt. ¶ 8. At some point in the late 1990s, Cafesjian became involved with the Assembly’s efforts to create an Armenian genocide museum. With the help of donations from Cafesjian (through CFF), the Assembly purchased the Bank Building in early 2000. Pl.’s Stmt. ¶ 8. As part of the Bank Building transaction, which involved both grants and loans from CFF, the Assembly executed a promissory note to CFF for $500,000. See Cafesjian Defs.’ Br., Ex. 71-(3/23/00 Letter from Assembly to Cafesjian) at 1; Pl.’s Br., Ex. 4 (R. Kaloosdian Aff.) ¶ 9. According to Robert Kaloosdian, a founding member and long-time officer and Trustee of the Assembly, the Assembly eventually came to understand that this note would be forgiven. See Pl.’s Br., Ex. 4 (R. Kaloosdian Aff.) ¶ 9. Defendants, however, dispute this. See Defs.’ Br., Ex. 1 (Waters Jr. Aff.) ¶ 86. CFF and the Assembly also agreed to include a memorial named after Cafesjian as part of the museum project. See Defs.’ Br., Ex. 71. Subsequent to the purchase of the Bank Building, Cafesjian, through an affiliated entity called The TomKat Limited Partnership (“TomKat LP”), acquired several lots adjacent to the Bank Building. Pl.’s Stmt. ¶ 9. Cafesjian ultimately decided to donate these lots to the museum project. Cafesjian wanted the museum project to be run by an independent entity, and the Assembly eventually decided to create one. PL’s Stmt. ¶ 10; Cafesjian Defs.’ Resp. Stmt. ¶ 10. In October 2003, the Armenian Genocide Museum & Memorial, Inc. (“AGM & M”) was incorporated as a District of Columbia nonprofit corporation. PL’s Stmt. ¶ 11. AGM & M was established for the purpose of constructing, owning, operating, and maintaining a permanent museum and memorial to the victims and survivors of the Armenian genocide. PL’s Stmt. ¶ 2. The Articles of Incorporation and ByLaws of AGM & M were ratified and adopted, respectively, pursuant to a Unanimous Written Consent of the Initial Trustees of AGM & M executed on October 30, 2003. PL’s Stmt. ¶ 14. The parties agree that these three documents — the Articles, the By-Laws, and the Unanimous Written Consent — govern the operation of and organization of AGM & M. PL’s Stmt. ¶ 15. Pursuant to the By-Laws and Articles, AGM & M has no members. PL’s Stmt. ¶ 16. The Articles provide that AGM & M’s “affairs shall be managed and controlled by the Board of Trustees.” PL’s Stmt. ¶ 17. The Board of Trustees serves as the Board of Directors for purposes of the D.C. Non-Profit Corporations Act. PL’s Stmt. ¶ 19. Under the Articles of Incorporation, there were four initial Trustees: Cafesjian, Hirair Hovnanian, Anoush Mathevosian, and Robert Kaloosdian. See PL’s Br., Ex. 1 (Articles of Incorporation of AGM & M) (hereinafter, “Articles”). Each initial Trustee was designated as a representative of one of the four major initial donors to AGM & M: CFF (designating Cafesjian), Hirair Hovnanian (designating himself), Anoush Mathevosian (designating herself), and the Assembly (designating Kaloosdian). See PL’s Br., Ex. 7 (Unanimous Written Consent) (hereinafter, “UWC”) at 1-2. Pursuant to the By-Laws, the terms of these initial Trustees is perpetual, and each initial donor may appoint successor Trustees in the event that the initial Trustees are no longer able to serve. See Pl.’s Br., Ex. 6 (By-Laws) § 2.4. A donor may elect one Trustee for every $5 million contributed to AGM & M (or elect a single Trustee to control as many votes as the donor has contributed in multiples of $5 million). Id. § 2.5. Unless otherwise provided in the By-Laws or the Articles, all questions are to be decided by an 80% vote of the Trustees at a meeting where a quorum is present. Id. § 2.7. Persons representing one-half of the aggregate eligible votes constitute a quorum at a duly-called meeting of the Board of Trustees. Id. § 2.6. The By-Laws also establish notice requirements that must be followed to properly convene a Board meeting: Trustees much each be given personal notice of the time and place of the meeting at least five, and no more than thirty, days in advance. PL’s Stmt. ¶ 21. As of October 31, 2003, Cafesjian became the Chairman and President of AGM & M and Waters Jr. became the Secretary and Treasurer of AGM & M. PL’s Stmt. ¶¶ 23-24. Hirair Hovnanian became Vice Chairman of AGM & M. See UWC at 2. B. The Grant Agreement & Transfer Agreement On November 1, 2003, the Assembly executed a Grant Agreement with CFF and Cafesjian. PL’s Stmt. ¶ 25; see PL’s Br., Ex. 11 (Grant Agreement). The Grant Agreement is signed by Hirair Hovnanian and Peter Voskibian on behalf of the Assembly and by Cafesjian on behalf of himself and CFF. See Grant Agreement at 11. The Grant Agreement memorialized CFF/Cafesjian’s $3.5 million donation to the Assembly in 2000 for the purchase of the Bank Building (the “First Grant”). It states that the Assembly shall use the First Grant funds solely to purchase the Bank Building, pay any related transaction costs, and construct the “Gerard L. Cafesjian Memorial,” which is described in section 3.2 of the Grant Agreement. See Grant Agreement §§ 1.2, 3.2. The Grant Agreement also memorialized a second donation (the “Second Grant”) of $12.85 million for the purchase of four parcels of real estate surrounding the Bank Building: 1334-36, 1338, 1340, and 1342 G Street, N.W., Washington, D.C. (the “Adjacent Properties”). See id. § 2.2. These are the properties that Cafesjian had purchased through TomKat LP. See Defs.’ Br. at 10. Collectively, the Bank Building and the Adjacent Properties shall be referred to as the “Grant Property” or “the Properties.” The Grant Agreement also describes several conditions imposed on the use of the grant funds. First, the Grant Agreement provides that the Grant Property “may only be used as part of the AGM & M, subject to plans for the AGM & M approved by the Board of Trustees of Armenian Genocide Museum & Memorial, Inc. (the ‘Plans’).... ” See Grant Agreement § 3.1. Second, the Grant Agreement contains a termination and reversion clause: If the Grant Property is not developed prior to December 31, 2010 in accordance with the Plans, or if the Grant Property is not developed in substantial compliance with the Plans including with respect to deadlines for completion of the construction, renovation, installation and other phases detailed in the Plans, then: (i) in the event any portion of the Grants has not been funded, this Agreement terminates; and (ii) to the degree any portion of the Grants has been funded, at the Grantor’s sole discretion, the Assembly shall return to the Grantor the Grant funds or transfer to the Grantor the Grant Property. Grant Agreement § 3.1(B). The Agreement states that the Assembly is in breach if it fails to use the Grants solely for the purposes set out in the Agreement or if it fails to satisfy any of the conditions set forth in the Agreement. Id. § 3.9. One of the conditions related to the Assembly was that it must have received “actual grants or firm pledges to support the AGM & M, including the Grants [from CFF/Cafesjian], totaling at least $20,000,000.” Id. § 4.1. In addition, the Grant Agreement conditions the gift of funds on the creation of AGM & M, Inc. as a separate entity. See Grant Agreement § 5.1. The Grant Agreement calls for the Assembly to enter into a “Transfer Agreement” with AGM & M, Inc. whereby the Assembly would transfer to AGM & M all of its “right, title, and interest” in assets and pledges contributed for the museum and memorial project. Id. § 5.3. The Grant Agreement calls for the Transfer Agreement to oblige AGM & M to honor all of the existing donor requirements at the time of transfer and to assume and agree to comply with the Assembly’s obligations relating to the construction of the Cafesjian memorial. Id. The Grant Agreement also provides that the Assembly “must issue a new promissory note ... to replace the promissory note issued on March 17, 2000 by the Assembly in favor of [CFF] in the amount of $500,000.” Grant Agreement § 5.4(A). If the promissory note is still outstanding when the Transfer Agreement is executed, the Agreement requires it to be transferred to AGM & M as part of the transfer of the Assembly’s assets. Id. § 5.4(C). The Grant Agreement also contains a merger clause stating that the Grant Agreement represents the entire agreement between CFF/Cafesjian and the Assembly. See id. § 7.5. On November 1, 2003, the Assembly and AGM & M entered into the Transfer Agreement. See Pl.’s Br., Ex. 12 (Transfer Agreement). The Transfer Agreement provides that the Assembly shall contribute to AGM & M all of its rights, title, and interest to all assets contributed to the Assembly or held by the Assembly for the development, renovation, and construction of the museum and memorial project— valued at approximately $28 million. See Transfer Agreement § 1.1. As part of the Transfer, AGM & M must honor all of the Assembly’s donor requirements existing at the time of transfer (or obtain donor consent to modification of any terms). Id. § 1.2(A). The Transfer Agreement explicitly states that AGM & M “assumes and agrees to comply with the [Assembly’s] obligations relating to the memorial commemorating the Armenian Genocide under the [Grant Agreement],” which was attached as an exhibit. Id. § 1.2(B). The AGM & M also agreed to use the assets “solely to develop, construct, and operate the AGM & M.” Id. § 1.3. Subsequent to the execution of the Grant and Transfer Agreements, AGM & M entered into various agreements with TomKat LP, the Assembly, and a third party seller to obtain title to the Adjacent Properties. Pl.’s Stmt. ¶ 32. AGM & M claims that Waters Sr. was retained by Waters Jr. to perform legal services regarding the transfer of properties. See Pl.’s Stmt. ¶ 33. Waters Sr. admits that he was retained by Waters Jr. but asserts that he represented TomKat LP, not AGM & M, with respect to the transfer of title to the Properties. See Waters Sr.’s Resp. Stmt. ¶ 33; PL’s Br., Ex. 14 (Waters Sr.’s Answers to Interrogatories) at 6-7. Following the completion of the property transactions, Waters Sr. was not engaged to represent GFF, Cafesjian, TomKat LP, or Waters Jr. with regard to their interaction with others associated with AGM & M until 2006. Waters Sr. Stmt. ¶ 44. C. Governance of AGM & M by Cafesjian The AGM & M Board of Trustees held its first meeting in New York on June 9, 2004. Cafesjian Defs.’ Stmt. ¶ 28. The meeting was attended by Messrs. Hovnanian, Cafesjian, Kaloosdian, Waters Jr., and Mr. Rouben Adalian (on behalf of Ms. Mathevosian). Id. At the meeting, there was a review of the Museum formation documents, a property and financial report, and two proposals: (1) the selection of an architect, and (2) the selection of an executive director. Id. The parties dispute what happened at this meeting, although it is clear that no architect or executive director was selected by the Board. See Cafesjian Defs.’ Stmt. ¶ 29; PL’s Resp. Stmt. ¶ 29. Messrs. Hovnanian and Kaloosdian expressed some skepticism about the architect proposals that were put forward at the meeting, but Plaintiff contends that the proposals were never put up for a vote. See Cafesjian Defs.’ Stmt. ¶ 29; PL’s Resp. Stmt. ¶ 29. The second AGM & M Board of Trustees meeting was held in New York on February 10, 2005. Cafesjian Defs.’ Stmt. ¶ 30. This meeting had the same attendees as the first meeting, and the agenda for the meeting was: (1) a financial and property status report; (2) selection of an executive director; (3) selection of an architect; and (4) an ANI status report by Mr. Adalian. Id. The parties also dispute what transpired at this meeting, although the record indicates that Edgar Papazian, a young Armenian architect, gave a presentation to the Board about his vision for the project. See Cafesjian Defs.’ Stmt. ¶ 31; PL’s Resp. Stmt. ¶ 31. Some of the Board members were highly critical of Mr. Papazian’s proposals for the museum. See Cafesjian Defs.’ Stmt. ¶ 31; PL’s Resp. Stmt. ¶ 31. Mr. Kaloosdian suggested that the proposed design was too aggressive and might not satisfy zoning or historic preservation regulations, saying “it looked as if a dirigible had crashed into a building.” See PL’s Opp’n, Ex. 10 (R. Kaloosdian Dep. Tr.) at 93-95. There is a dispute as to whether the Board also discussed the possibility of having a competition to select a world-class architect. See Cafesjian Defs.’ Stmt. ¶ 32; PL’s Resp. Stmt. ¶ 32. No architect was selected by the Board at this meeting. The Board did approve retaining the services of one executive director candidate, Ms. Deborah Devedjian, although the details about her engagement and what was disclosed to the Board about it are disputed by the parties. See Cafesjian Defs.’ Stmt. ¶ 33; Pl.’s Resp. Stmt. ¶ 33. A third Board meeting was held on July 26, 2005. Cafesjian Defs.’ Stmt. ¶ 34. Ms. Devedjian gave a presentation to the Board regarding her business plan for the Museum, in which she proposed calling it “The Bank of Moral Courage.” See Defs.’ Br., Ex. 26 (Business Plan). Several Trustees were put off by the name proposed by Ms. Devedjian as well as her proposed budget. See PL’s Opp’n, Ex. 10 (R. Kaloosdian Dep. Tr.) at 103-08; PL’s Opp’n, Ex. 5 (G. Cafesjian Dep. Tr.) at 255 (“I would be embarrassed by a name like that.”). The parties dispute whether Ms. Devedjian was re-engaged to continue her consulting. See Cafesjian Defs.’ Stmt. ¶ 36; PL’s Resp. Stmt. ¶ 36. However, the record shows that Ms. Devedjian ultimately billed AGM & M for additional work performed after the July 2005 meeting. See PL’s Opp’n, Ex. 22 (filed under seal) (Letter from Devedjian to AGM & M Re: Outstanding Payments). On September 9, 2005, Waters Jr. emailed the Board of Trustees requesting a meeting at the end of September to reach agreement on the scope, budget, management, and timing for the next phase of development. Cafesjian Defs.’ Stmt. ¶ 35. Mr. Hovnanian replied that he did not believe it was necessary to attend a meeting to discuss these details: “I have not been involved in those things up to this point and have expressed a desire not to be involved with them. I continue my support and belief in this project.” Cafesjian Defs.’ Stmt. ¶ 36; Cafesjian Defs.’ Br., Ex. 27 (9/12/2005 Email from H. Hovnanian). Mr. Hovnanian has testified that his involvement in the museum project was limited to approving or disapproving the final concept and then soliciting a large donation from a multi-billionaire. Cafesjian Defs.’ Stmt. ¶37. No Board meeting was held in the fall of 2005. Id. ¶ 36. In February 2006, Cafesjian sent a memo to Messrs. Hovnanian, Kaloosdian, and Adalian stating that his goal was to push the project forward. Cafesjian Defs.’ Stmt. ¶ 38. Cafesjian proposed to start by approaching targeted major donors and endorsed the selection of Papazian as the project design architect. Id. Cafesjian called for the Board to have its fourth meeting on April 25, 2006. Id. ¶ 39. The proposed agenda for the meeting included: (1) a fundraising campaign consisting of a “Phase I” $75 million “quiet” campaign from major donors and then a “Phase II” $75 million worldwide public fundraising campaign; (2) a proposed structure for AGM & M during its development phase; an “Honorary Committee Prospect List”; (4) a senior staff recruiting plan; and (5) the selection of Mr. Papazian as the design architect. Id. Waters Jr. circulated this agenda with accompanying materials, including a financial overview for 2005 and 2006. Id. During the April 2006 meeting, the Board discussed Ms. Devedjian’s demand for payment for additional work that she had performed regarding the business plan for the Museum. Id. ¶40. The Board also discussed Mr. Papazian’s proposed design: Messrs. Hovnanian and Kaloosdian criticized the plans and thought they would turn off potential donors. Id. ¶ 41. Cafesjian responded by noting that Messrs. Hovnanian and Kaloosdian had the votes to block the selection of Papazian, and that if they were against it, it would not happen. Id. There was no decision taken on how to proceed in selecting an architect. Id. During the meeting, Mr. Hovnanian “inquired about a likely fallback position in the event Phase I targets were not reached.” Id. ¶ 42. Mr. Kaloosdian “proposed considering the renovation of the bank building as one option.” Id. Testimony in the record indicates that there was an “impasse” between Cafesjian and the other Trustees regarding the proper budget for the Museum. Id. Mr. Adalian testified that by May 2006 “it was becoming apparent that there were issues at the Board level.” Cafesjian Defs.’ Stmt. ¶ 50. Mr. Kaloosdian testified that in the summer of 2006, the relationship among the Board members was “disintegrating.” Id. Ms. Mathevosian testified that there were arguments between Cafesjian on the one hand and Messrs. Hovnanian and Kaloosdian on the other. Id. On May 24, 2006, Cafesjian sent a letter, through counsel, to the other three Board members stating that the problem has been one of two competing visions for AGM & M neither of which has commanded a consensus among the Trustees. His [Cafesjian’s] has been a more ambitious, more expensive and, almost certainly, a more controversial vision. It is certainly a vision more difficult to achieve. The other, and doubtless more readily attainable solution, is to confine the effort to the existing National Bank of Washington building with the view that the purposes of AGM & M are best accomplished by the opening of the Museum sooner rather than later. See Pl.’s Opp’n, Ex. 26 (5/24/2006 Letter from William J. Brody to Trustees) at 1. The letter goes on to state that the problem of competing visions has been exacerbated by the voting arrangements on the Board which require an 80% affirmative vote before taking action. See id. at 2. The letter proposes that Cafesjian end his involvement with AGM & M, resigning as a Trustee and renouncing his right to appoint future Trustees. See id. The letter further suggests that if Cafesjian were to resign, he would expect AGM & M to repay the $500,000 debt that is outstanding and that the Adjacent Properties would revert to him since they would not be needed for the scaled-back Museum. Id. The provisions in the Grant Agreement regarding the Bank Building would remain unchanged, but Cafesjian would eliminate any requirement that AGM & M build a memorial. See id. at 2-3. On August 2, 2006, Robert Kaloosdian responded to Cafesjian’s counsel on behalf of the other Trustees. See PL’s Opp’n, Ex. 42 (8/2/2006 Letter from R. Kaloosdian to William J. Brody). In the letter, Mr. Kaloosdian states that “[i]n all candor, we were quite surprised to receive the letter and Mr. Cafesjian’s assertion of two competing visions for AGM & M. There have not been two competing visions.” Id. at 1. The letter asserts that Cafesjian has acted as the chief executive officer of the Museum project and that the other Trustees encouraged that. Id. The letter asserts that the other Trustees did not object to Mr. Cafesjian’s engagement of an architect or other plans and “at no time stood in the way of any of his decisions.” Id. The letter expressed support for Cafesjian’s vision, despite some concerns about its cost, and urged Cafesjian to withdraw his attempt to separate from AGM & M. Id. at 1-2. On August 26, 2006, Cafesjian’s counsel responded. See PL’s Opp’n, Ex. 43 (8/26/2006 Letter from W. Brody to the other Trustees). The letter disagreed with many of the facts stated by the Trustees and reaffirmed Cafesjian’s desire to part ways with AGM & M. Id. The letter restated the terms proposed in the earlier letter for Cafesjian’s departure, and proposed as an alternative that AGM & M simply be liquidated. Id. at 2. The letter also stated that because of AGM & M’s financial situation, Cafesjian would no longer be advancing AGM & M funds to cover expenses. Id. Cafesjian resigned his position as President and Chairman of AGM & M on September 13, 2006. PL’s Stmt. ¶ 23. However, he remained a Trustee until May 2, 2007. Cafesjian Defs.’ Stmt. ¶ 51. Cafesjian’s resignation letter indicated that Waters Jr. intended to resign as Secretary/Treasurer as soon as the Board of Trustees identified a successor. See Pl.’s Br., Ex. 9 (9/13/2006 Letter from Cafesjian to the other Trustees) at 1. D. The Memorandum of Agreement and the Lis Pendens On October 23, 2006, Waters Jr. executed a Memorandum of Agreement Reserving Rights (“MOA”) between AGM & M and CFF. See PL’s Br., Ex. 21 (“MOA”). The MOA explains that pursuant to the Grant Agreement, “the Assembly agreed, among other things, to undertake the development of certain real properties situated in the District of Columbia (‘Development Obligations’) which properties are described in Exhibit A attached hereto....” MOA at 1. The properties listed in Exhibit A are the Bank Building and the Adjacent Properties. MOA at 3-4. The MOA further explains that the Grant Agreement “provided for the reservation of certain reversionary rights in the CFF in the event that the Assembly failed to perform the Development Obligations.” MOA at 1. The MOA goes on to explain that pursuant to the Transfer Agreement, “AGM & M agreed, among other things, to undertake the Development Obligations of the Assembly.” Id. The MOA states that “the AGM & M and the CFF desire to execute this memorandum and record it among the land records of the District of Columbia, in order to provide notice of the Development Obligations contained in the Transfer Agreement.” Id. Waters Jr. signed the MOA for both parties, in his capacity as Seeretary/Treasurer for AGM & M and in his capacity as Vice President of CFF. See id. at 2. Waters Jr. sent the executed MOA to the District of Columbia Recorder of Deeds on October 23, 2006, and it was recorded on October 27, 2006. See id. at 3; PL’s Stmt. ¶ 52. Cafesjian testified that he had directed Waters Jr. execute the MOA and record it. See PL’s Br., Ex. 5 (G. Cafesjian Dep. Tr.) at 303. Waters Jr. engaged Waters Sr. on behalf of CFF to assist with preparation of the MOA. See Waters Sr. Stmt. ¶ 47. Waters Sr. secured a form document that could be used to draft the MOA, reviewed relevant documents, and drafted the necessary legal descriptions for the MOA based on information sent to him by Waters Jr. See PL’s Stmt. ¶49; Waters Sr.’s Resp. Stmt. ¶ 49. The day after Waters Jr. executed the MOA, he attended a meeting of the Board of Trustees. PL’s Stmt. ¶ 58. Waters Jr. never informed the other members of the Board of his actions regarding the MOA. Id. ¶ 59. On April 26, 2007, Cafesjian and CFF filed a complaint against the Assembly in the United States District Court for the District of Minnesota seeking, inter alia, rescission of the Grant Agreement and restitution of all donations made. PL’s Add’l Stmt. ¶ 86. Cafesjian and CFF sought a declaration that the Assembly had breached the Grant Agreement and sought damages for the failure to reissue the promissory note or repay the $500,000 loan as required by the Grant Agreement. Cafesjian Defs.’ Add’l Resp. Stmt. ¶ 86. This case was ultimately dismissed by the court for failure to join a necessary party, AGM & M. See PL’s Opp’n, Ex. 45 (Order of Dismissal). On May 1, 2007, notice of a May 7, 2007, AGM & M Board of Trustees meeting was issued, with items on the agenda including the authorization of a planning, development, and building committee for the Museum. Pl.’s Stmt. ¶ 68. The next day, Cafesjian tendered his resignation from the AGM & M Board of Trustees and appointed Waters Jr. to act as CFF’s designated Trustee in his place. On May 7, 2007, the Board of Trustees convened a meeting, with Waters Jr. present by telephone. Pl.’s Stmt. ¶ 70. At the meeting, a discussion occurred regarding whether or not Cafesjian and CFF’s conduct in filing the action against the Assembly in Minnesota, as well as Waters Jr.’s actions in executing and recording the MOA, had created a conflict of interest and breach of fiduciary duty which prohibited Waters Jr. and/or CFF from participating in the discussions or voting on proposals for going forward with the development of the museum. PL’s Stmt. ¶ 71. Waters Jr. declined to answer many questions about this subject. Id. ¶ 72. The details surrounding what occurred at this meeting are hotly disputed by the parties. However, it is clear that at some point during the meeting, Waters Jr. disconnected the phone, and the remaining Trustees proceeded with the meeting without him. In addition to the April 26, 2007, lawsuit filed by Cafesjian and CFF in the District of Minnesota against the Assembly regarding the $500,000 promissory note, see PL’s Opp’n, Ex. 44, the record indicates that there have been five other lawsuits filed arising out of disputes over the museum. This action was filed in the Superior Court of the District of Columbia on June 7, 2007, and removed to this Court on July 16, 2007. On September 28, 2007, CFF filed a derivative lawsuit in this District against AGM & M, the Assembly, and the other Trustees to enjoin AGM & M from developing the museum without participation by trustees from CFF. See PL’s Opp’n, Ex. 47. On October 10, 2007, the Cafesjian Defendants and TomKat LP filed a lawsuit in the District of Minnesota against AGM & M and the Assembly to enjoin arbitration of the parties’ disputes. See PL’s Opp’n, Ex. 48. On February 15, 2008, the Assembly and AGM & M filed the second of three related actions in this Court against the Cafesjian Defendants and TomKat LP, raising many issues similar to this action. The third related action was filed by the Cafesjian Defendants and TomKat LP against AGM & M and the Assembly on February 13, 2008, and subsequently transferred to this Court. In mid-2008, Defendants withdrew the MOA and filed a lis pendens. PL’s Add’l Stmt. ¶ 92; Pi’s Opp’n, Ex. 49 (lis pen-dens ). The lis pendens gives notice of the related action filed on February 15, 2008, seeking declaratory judgment regarding Cafesjian and CFF’s reversionary interest in the Properties. II. LEGAL STANDARD Summary judgment is proper when “the pleadings, the discovery [if any] and disclosure materials on file, and any affidavits show that there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(c). Under the summary judgment standard, the moving party bears the “initial responsibility of informing the district court of the basis for its motion, and identifying those portions of the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, which it believes demonstrate the absence of a genuine issue of material fact.” Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986) (internal quotation marks omitted). In response, the non-moving party must “go beyond the pleadings and by [its] own affidavits, or by the depositions, answers to interrogatories, and admissions on file, designate specific facts showing that there is a genuine issue for trial.” Id. at 324, 106 S.Ct. 2548 (internal quotation marks omitted). All underlying facts and inferences are analyzed in the light most favorable to the non-moving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). The mere existence of a factual dispute, by itself, is insufficient to bar summary judgment. See Anderson v. Liberty Lobby, Inc., 477 U.S. at 248, 106 S.Ct. 2505. To be material, the factual assertion must be capable of affecting the substantive outcome of the litigation; to be genuine, the issue must be supported by sufficient admissible evidence that a reasonable trier of fact could find for the non-moving party. Laningham v. U.S. Navy, 813 F.2d 1236, 1241 (D.C.Cir.1987); Liberty Lobby, 477 U.S. at 251-52, 106 S.Ct. 2505 (the court must determine “whether the evidence presents a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law”). “If the evidence is merely colorable, or is not sufficiently probative, summary judgment may be granted.” Liberty Lobby, 477 U.S. at 249-50, 106 S.Ct. 2505 (internal citations omitted). “Mere allegations or denials in the adverse party’s pleadings are insufficient to defeat an otherwise proper motion for summary judgment.” Williams v. Callaghan, 938 F.Supp. 46, 49 (D.D.C.1996). The adverse party must do more than simply “show that there is some metaphysical doubt as to the material facts.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). Conclusory assertions offered without any factual basis for support do not satisfy an opponent’s burden to set forth “affirmative evidence” showing a genuine issue for trial. Broaddrick v. Exec. Office of the President, 139 F.Supp.2d 55, 65 (D.D.C.2001) (citing Laningham, 813 F.2d at 1241). III. DISCUSSION Plaintiff claims in Count I of the Second Amended Complaint that Cafesjian and Waters Jr. breached their fiduciary duties to AGM & M by executing and recording the MOA and lis pendens in bad faith, delaying further progress on the museum project. In Count II, Plaintiff claims that Waters Sr. represented AGM & M in the transfer of the Properties and that he therefore owed a fiduciary duty to AGM & M that he breached by assisting in the drafting of the MOA. Counts III and IV pertain to the equitable relief that may be appropriate if AGM & M is found to have been injured by a breach of fiduciary duty. In the Counterclaim, CFF and Waters Jr. claim that the filing of this lawsuit was unauthorized by the Board of Trustees and therefore must be enjoined. Because at least one party has moved for summary judgment on every claim, the Court shall address each of these claims in turn. A. Breach of Fiduciary Duty by Cafesjian and Waters Jr. Plaintiff contends that it is entitled to summary judgment on this claim because, it argues, the undisputed facts show that (1) Cafesjian and Waters Jr. owed a fiduciary duty to AGM & M at all relevant times; (2) the execution and recordation of the MOA was unauthorized, impermissible as a matter of law, not in the best interests of AGM & M, and not undertaken in good faith; and (3) as a result of Cafesjian and Waters Jr.’s actions, AGM & M has suffered significant delays in the progress of building the museum, lost donations from potential donors, and had difficulty securing financing and insurance. See Pl.’s Mem. P. & A. Supp. Mot. for Part. Summ. J. (“Pl.’s Br.”) at 14-23. By contrast, Waters Jr. and Cafesjian argue that they are entitled to summary judgment because (1) the MOA and lis pendens were filed in order to protect AGM & M’s interests by preventing the Adjacent Properties from being sold off in contravention of the Grant and Transfer Agreements; (2) the MOA and lis pendens were not unfair to AGM & M as a matter of law because they merely informed third parties of existing obligations; (3) Waters Jr. no longer owed any fiduciary duty when the lis pendens was filed because he had been effectively shut out as a Trustee; and (4) AGM & M cannot show that it suffered any damages as a result of the filing of the MOA or the lis pendens. See Cafesjian Defs.’ Mem. P. & A. Supp. Mot. for Summ. J. (“Cafesjian Defs.’ Br.”) at 30-36. To establish its claim for breach of fiduciary duty, AGM & M must show that (1) Cafesjian and Waters Jr. owed AGM & M a fiduciary duty; (2) Cafesjian and Waters Jr. breached that duty; and (3) the breach was a proximate cause of an injury to AGM & M. See Paul v. Judicial Watch, Inc., 543 F.Supp.2d 1, 5-6 (D.D.C.2008). The parties agree that Cafesjian and Waters Jr. owed a fiduciary duty to AGM & M as members of the Board of Trustees when the MOA was filed. See Cafesjian Defs.’ Br. at 31. The parties disagree, however, about whether Waters Jr. remained a valid Trustee when the lis pen-dens was filed. See Pl.’s Mem. P. & A. Opp’n to Defs.’ Mot. for Summ. J. (“PL’s Opp’n”) at 25-27. The parties also vigorously dispute whether the filing of the MOA and the lis pendens constituted a breach of their fiduciary duty to AGM & M and whether AGM & M suffered any injury as a result. The Court shall examine each of these issues in turn. 1. Waters Jr.’s Status as a Trustee When the Lis Pendens Was Filed Waters Jr. contends that he did not owe a fiduciary duty to AGM & M when the lis pendens was filed on June 25, 2008, because he was precluded from having any further involvement in the museum after the May 2007 Board of Trustees meeting and was therefore effectively terminated as a Trustee. See Cafesjian Defs.’ Br. at 35. He supports this claim with his own affidavit and with deposition testimony from the Executive Director of the Museum, Rouben Adalian, who confirms that Waters Jr. was not permitted to have any voice in the affairs of the museum after May 7, 2007. See Defs.’ Br., Exs. 1 (Waters Jr. Aff.) ¶ 91, 63 (R. Adalian Dep. Tr.) at 231. However, Plaintiff has identified evidence in the record showing that Waters Jr. held himself out to be a Trustee after the May 2007 meeting. For example, on August 3, 2007, in an affidavit filed in the U.S. District Court for the District of Minnesota, Waters Jr. swore under oath that he was the CFF-appointed Trustee for AGM & M. See PL’s Opp’n, Ex. 29 (Aug. 3, 2007, Waters Jr. Aff.) ¶ 21. On February 6, 2009, Waters Jr. participated in an AGM & M Board of Trustees meeting where he claimed he was attending in his capacity as the designated Trustee of CFF and Cafesjian, and no one disputed this assertion. See PL’s Opp’n, Ex. 28 (filed under seal) (Feb. 6, 2009, Meeting Minutes) at 2. And as late as April 6, 2009, Waters Jr. asserted through counsel that he remained a valid CFF-appointed Trustee. See Pl.’s Opp’n, Ex. 31 (Apr. 6, 2009, Letter) at 1. Although the existence of a legal duty to a plaintiff is usually a question of law, “[w]hether the parties were acting within the scope of a fiduciary relationship is a question of fact for the jury to decide.” C & E Servs., Inc. v. Ashland Inc., 601 F.Supp.2d 262, 271 (D.D.C.2009). The factual evidence in the record is sufficient to enable a reasonable jury to conclude that Waters Jr. was a valid Trustee after May 2007 and thus continued to have a fiduciary relationship with the corporation. Moreover, Waters Jr. has provided no legal authority for the proposition that being excluded from certain museum planning activities constitutes a termination of Waters Jr.’s fiduciary role. Accordingly, the Court shall not enter summary judgment for Waters Jr. on the issue of whether a fiduciary duty existed when the lis pen-dens was filed. 2. The MOA and Lis Pendens and the Fiduciary Duty Owed to AGM & M The parties have articulated diametrically opposing theories as to how the filing of the MOA and lis pendens did or did not constitute a breach of fiduciary duty to the corporation as a matter of law. Under Plaintiffs theory, Cafesjian and Waters Jr. furtively inserted the reversion clause into the Grant Agreement without informing the other parties to the transactions, mismanaged AGM & M’s affairs by failing to make progress on the development of the Museum, and filed the MOA and lis pen-dens without authorization from the Board, knowing that it would cause even further delays in the development of the Museum, increasing the likelihood that Cafesjian/CFF would be able to invoke their reversionary interest in the Grant Property and make a windfall profit. The Cafesjian Defendants contend that the reversion clause in the Grant Agreement was fully disclosed, negotiated, and signed by the parties, that the delays in development stemmed entirely from disagreements among the Board of Trustees, and that the MOA and lis pendens could not possibly have been unfair to AGM & M because their only effect was to inform third parties of AGM & M’s existing obligations under the Grant and Transfer Agreements. The parties have cited to numerous facts in the record to support their theories, and the Court must determine, for each contested issue, whether genuine issues of material fact exist and whether either party is entitled to judgment as a matter of law. At the outset, the Court must settle the parties’ dispute over the scope of the fiduciary duties owed by officers and directors in a District of Columbia nonprofit corporation. Cafesjian and Waters Jr. contend that the Grant and Transfer Agreements preempt any fiduciary duties allegedly inconsistent with them. See Cafesjian Defs.’ Opp’n at 6-8. They argue that principles of contract preempt fiduciary principles, citing Sonet v. Timber Co. L.P., 722 A.2d 319 (Del.Ch.1998), and Coleman v. Taub, 638 F.2d 628 (3d Cir.1981). In Sonet, the Delaware Court of Chancery held that in a limited partnership, “principles of contract preempt fiduciary principles where the parties to a limited partnership have made their intentions to do so plain” in the partnership agreement. See 722 A.2d at 322. In Coleman, the Third Circuit held that under Delaware law, minority stockholders may contract away their “additional interest” in corporate participation, which gives rise to a fiduciary duty requiring majority stockholders to have a valid business purpose for engaging in a merger that freezes out those minority stockholders. See 638 F.2d at 635-36. Cafesjian and Waters Jr. rely on these cases and academic commentary to support their view that the Agreements supersede any fiduciary duties that would otherwise apply. The Court agrees with Plaintiff, however, that Sonet, Coleman, and the other authorities cited by Cafesjian and Waters Jr. are neither controlling nor persuasive. The law of the District of Columbia law, not Delaware, applies to this action. See Restatement (Second) of Conflicts of Law § 309 (1971) (“The local law of the state of incorporation will be applied to determine the existence and extent of a director’s or officer’s liability to the corporation....”) Because this case involves the duties owed by the directors and officers of a D.C. nonprofit corporation to that corporation, case law involving limited partnerships or the fiduciary duties owed to minority shareholders and creditors is not relevant. As this Court explained in its February 5, 2009, 595 F.Supp.2d 110, Memorandum Opinion, both Cafesjian and Waters Jr. were required, as members of AGM & M’s Board of Trustees, to “act in the utmost good faith, and this good faith forbids placing [themselves] in a position where [their] individual interest clashes with [their] duty to the corporation.” Friends of Tilden Park, Inc. v. District of Columbia, 806 A.2d 1201, 1210 (D.C.2002) (quoting Fletcher Cyc. Corp. § 837.50). Cafesjian and Waters Jr. were also obligated to “manage the corporation solely in its best interest [and] not as a vehicle for promoting their personal beliefs or causes.” Id. “The duty of loyalty is transgressed when a corporate fiduciary, whether director or officer, uses his or her corporate office to promote, advance or effectuate a transaction between the corporation and such person, and that transaction is not substantively fair to the corporation.” Willens v. 2720 Wis. Ave. Co-Op. Ass’n, Inc., 844 A.2d 1126, 1136 n. 13 (D.C.2004) (quoting Fletcher Cyc. Corp. § 837.60, p. 184) (quotation marks omitted). While Cafesjian and Waters Jr. (as an agent of Cafesjian or CFF) have a right to protect CFF and Cafesjian’s lienholder interests even though they may also be fiduciaries of AGM & M, those lienholder interests do not give them license to actively undermine the ability of AGM & M to operate as it was intended. See, e.g., Storetrax.com, Inc. v. Gurland, 397 Md. 37, 915 A.2d 991, 994, 1004, 1008 (2007) (holding that a director did not breach his fiduciary duties by, among other things, filing a lawsuit against the corporation and seeking summary judgment by default, but explaining that the director had to strike “the proper balance between [his] claimed legal right ... [and] fulfilling] his fiduciary obligation to act in [the corporation’s] best interests,” which he did in part by giving notice that the litigation was imminent and advising the corporation on how it could avoid the litigation). Directors of a nonprofit corporation breach their fiduciary duties by, among other things, “failpng] to perform [their] duties honestly, in good faith, and with a reasonable amount of diligence and care.” Stern v. Lucy Webb Hayes Nat'l Training Sch. for Deaconesses & Missionaries, 381 F.Supp. 1003, 1015 (D.D.C.1974). The Cafesjian Defendants contend that, by accepting CFF and Cafesjian’s conditional gifts (as memorialized by the Grant and Transfer Agreements), AGM & M became bound by fiduciary duties of care and obedience to follow the donors’ wishes. See Cafesjian Defs.’ Opp’n at 8-10. Thus, the Cafesjian Defendants argue that AGM & M had a fiduciary obligation to ensure that the Grant Property would be developed into a museum and memorial by 2010, and they argue that the MOA was filed in furtherance of this obligation, ensuring that the Grant Property was not misused or sold off in contravention of the donors’ intent. However, the donors memorialized their gift in a contract, and it is unclear why AGM & M’s duties under the Grant and Transfer Agreements would be anything other than contractual. Indeed, Defendants filed their first lawsuit against AGM & M in Minnesota based on a breach of contract theory. Defendants cite no case law (from the District of Columbia or elsewhere) to support their theory that AGM & M’s acceptance of a conditional gift gives rise to fiduciary responsibilities. Instead, they rely entirely on the views of one academic who asserts that trust-like duties arise when a charitable corporation accepts a restricted gift. Cafesjian Defs.’ Opp’n at 8-9. Without more, the Court is not persuaded that Cafesjian’s and Waters Jr.’s actions in executing and filing the MOA were compelled by some sort of fiduciary obligation to Cafesjian and CFF. Having set forth the scope of the fiduciary duties owed by Cafesjian and Waters Jr., the Court must now wade through the parties’ arguments that the undisputed facts establish the existence of a breach vel non. a. Authorization for the execution and recordation of the MOA. Plaintiff first contends that Cafesjian and Waters Jr. breached their fiduciary duties by executing and filing the MOA without proper authorization from the Board of Trustees. See Pl.’s Br. at 16-18. Cafesjian and Waters Jr. claim that their actions were in fact authorized by the Unanimous Written Consent agreement (the “UWC”) signed by the initial Trustees as of October 30, 2003, as well as by a blanket authorization from one Trustee, Mr. Hovnanian. See Defs.’ Opp’n at 12-lb; Pl.’s Br., Ex. 7(UWC). The UWC provides general authority for the officers of AGM & M to “execute such other documents and take such further actions as may be necessary or advisable to carry out the purposes of the ... resolutions” contained in the UWC. See UWC at 4. The Cafesjian Defendants claim that Waters Jr. had authority to record the MOA under resolutions pertaining to the “Purchase of Real Estate” and the “Negotiation of Grant Agreements.” See id. at 3. The “Purchase of Real Estate” section of the UWC states: RESOLVED, FURTHER: that the actions of the Chairman and Secretary/Treasurer of the Corporation in negotiating the purchase of the real property located at 1334-36 G Street, 1338 G Street, 1340 G Street and 1342 G Street from The TomKat Limited Partnership, the Armenian Assembly of America, Inc., and Families U.S.A., Inc., is hereby ratified and approved, and the Seeretary/Treasurer of the Corporation is hereby authorized and directed to enter into and execute any and all documents necessary to effect the purchase of the aforesaid properties from The TomKat Limited Partnership, the Armenian Assembly of America, Inc., and Families U.S.A., Inc., and to take such other action as deemed necessary or desired to effect such transactions. UWC at 3. Waters Jr. argues that the execution and recordation of the MOA falls into the category of “such other action as deemed necessary or desired to effect such transactions.” See Cafesjian Defs.’ Opp’n at 13. According to Waters Jr., he filed the MOA after recognizing that during the transfer of the Grant Properties, the development obligations and reversionary interests had not been recorded, believing that public notification of those interests would protect AGM & M’s interests. See Cafesjian Defs.’ Br., Ex. 0 (Waters Jr. Dep. Tr.) at 205-06. However, Waters Jr. could not have relied on the “Purchase of Real Estate” section for authority because the purchase of the properties was completed in late 2003 and early 2004, and therefore the filing of the MOA in 2006 could not have been “necessary or desired to effect” their purchase. The “Purchase of Real Estate” section provides AGM & M’s officers with the authority to effect the purchase of the Grant Property. AGM & M executed purchase and sale agreements and recorded its interest in the Adjacent Properties in 2003 and 2004. Waters Jr. contends that these real estate transactions were not simply purchases; they were purchases pursuant to a conditional gift from Cafesjiari and CFF. See Cafesjian Defs.’ Opp’n at 13. However, Cafesjian and CFF were not parties to the purchases, and their reversionary interest in the properties arose not from the purchase transactions themselves but from the Grant and Transfer Agreements. Although the development obligations and the reversionary interest may have been critical conditions for Cafesjian/CFF’s decision to give money for the museum project, the recording of those conditions would not have been necessary or desired to effect the purchase of the property. Indeed, Cafesjian/CFF’s reversionary interest in the Grant Property (as opposed to the grant funds actually donated to purchase them) could not have ripened until the Grant Property was actually purchased. Thus, the execution and recording of the MOA related only to the conditions in the Grant and Transfer Agreements, which were separate transactions from the purchases themselves. Therefore, the “Purchase of Real Estate” section of the UWC could not have provided Waters Jr. with the authority to file the MOA. In addition, the “Purchase of Real Estate” section only authorizes transactions relating to the four Adjacent Properties, but the MOA also refers to restrictions on the Bank Building. Thus, this part of the UWC could not have provided Waters Jr. with complete authority to file the MOA. The “Negotiation of Grant Agreements” provision of the UWC states as follows: RESOLVED, FURTHER: that the actions of the Secretary/Treasurer of the Corporation in negotiating grant agreements with the Donors and with the [Assembly] are hereby ratified and approved, and the Secretary/Treasurer of the Corporation is hereby authorized and directed to negotiate grant agreements that further the charitable purposes of the Corporation and are consistent with any existing grant agreements between the Donors and the [Assembly] as long as such agreements provide no more than incidental benefits such as naming rights to the Donors, and to enter into and execute any and all related documents and to take such other action as deemed necessary or desired[.] UWC at 3. The Cafesjian Defendants claim that Waters Jr. had authority to file the MOA under this section because it is an action deemed necessary or desired to effectuate the Grant Agreement and Transfer Agreement. AGM & M considers this to be a “puzzling proposition” because, in its view, the MOA’s only purpose is to cloud title to the Grant Properties, and the Grant Agreement and Transfer Agreement “did not include any right to record encumbrances.” Pl.’s Reply at 12. However, the Cafesjian Defendants’ position is that the MOA merely recorded obligations that were created in the first instance by the Grant Agreement and the Transfer Agreements. Thus, the question of whether those agreements allow for the recordation of future encumbrances is inapt, and nothing in the agreements precludes recordation of the obligations contained therein. Similarly, AGM & M’s contention that the MOA goes beyond the authority provided by this paragraph because it confers “more than incidental benefits such as naming rights to the Donors” is misguided; the MOA did not confer such benefits, the Grant and Transfer Agreements did. Because a jury could reasonably conclude that the MOA falls within the scope of the “Negotiation of Grant Agreements” authorization contained in the UWC, Plaintiffs motion for summary judgment on this basis shall be denied. b. The MOA as a self-interested transaction. Plaintiff next contends that the MOA was a business transaction between AGM & M, a corporation to which Cafesjian and Waters Jr. owed fiduciary duties, and CFF, a corporation in which Cafesjian and Waters Jr. had substantial interests. See Pl.’s Br. at 19-20. Under District of Columbia law, directors of nonprofit corporations must not engage in self-interested transactions and must disclose potential conflicts of interest to the persons charged with approving such transactions. See Lucy Webb, 381 F.Supp. at 1015. Plaintiff contends that Waters Jr. and Cafesjian breached their fiduciary duties by engaging in such a self-interested transaction and failing to inform the Board of any significant reasons why the transaction might not be in AGM & M’s best interests. Again, however, the MOA purports to reflect obligations that already existed between AGM & M and CFF, so the MOA did not necessarily create “clashing interests” between Cafesjian and AGM & M. Although Plaintiff considers the MOA to be a self-dealing transaction, it could be construed by a reasonable jury as the consummation of the Grant Agreement and Transfer Agreement. Under this latter view, the filing of the MOA is not impermissible as a matter of law because AGM & M has already agreed, through the Transfer Agreement, to accept the obligations memorialized in the MOA. Thus, the alleged failure of Waters Jr. to inform the Board of the MOA — which may be authorized by the Unanimous Written Consent, as explained above — does not necessarily constitute a breach of Waters Jr.’s duty of loyalty to AGM & M. Therefore, summary judgment is not appropriate on this basis. c. Bad faith in the execution and recordation of the MOA. Plaintiff next contends that the evidence clearly shows that the MOA was not filed in good faith and was not in AGM & M’s best interests. A fiduciary breaches his duty to the corporation if he fails to perform his duties honestly and in good faith. Friends of Tilden Park, 806 A.2d at 1210. Plaintiff points to the fact that Waters Jr. executed the MOA while he was planning to resign as Secretary and Treasurer of AGM & M, see Pl.’s Stmt. ¶¶ 52, 58, that Waters Jr. never informed the Board of his actions, see Pl.’s Stmt. ¶¶ 58-59, and that Cafesjian testified at deposition that the purpose of the MOA was to “protect myself,” “to prevent it from being sold out from under me,” and “to protect what was mine, according to the agreement that we had,” see PL’s Stmt. ¶ 46. Plaintiff also contends that the MOA on its face creates a benefit for CFF to the detriment of AGM & M. This self-interested motive is apparent, Plaintiff contends, from Cafesjian’s May 26, 2006, letter from his counsel to the Trustees proposing that he terminate his involvement with AGM & M and recover the Adjacent Properties. This evidence may support an inference that Cafesjian and Waters Jr. acted in their own interest to the exclusion of AGM & M’s in executing and filing the MOA. However, Defendants view the record differently. Cafesjian and Waters Jr. claim that they filed the MOA because they learned that two of the Trustees, Messrs. Hovnanian and Kaloosdian, “indicated an intent to renege on the Grant and Transfer Agreements” by scaling back the plans for the museum, using only the Bank Building and selling off three of the Adjacent Properties. See Cafesjian Defs.’ Opp’n at 9. The Grant Agreement contains language requiring the Adjacent Properties to be used for the museum project, and Cafesjian and Waters Jr. contend that the MOA was in the best interests of the museum because a larger-scale project was what had been agreed upon initially by the Trustees. See PL’s Br., Ex. 1 (Waters Jr. 30(b)(6) Dep. Tr.) at 30-33; Cafesjian Defs.’ Br., Ex. 112 (Waters Jr. Dep. Tr.) at 206-07. As Cafesjian explained at his deposition, “the whole idea of [the MOA], after all, was to save the museum, the whole project. If something was sold out from under that big footprint that we had agreed to, then it ruins everything.” See PL’s Br., Ex. 5 (G. Cafesjian Dep. Tr.) at 308. There is also evidence in the record beyond Cafesjian’s and Waters Jr.’s testimony that supports this view. AGM & M. See, e.g., Cafesjian Defs.’ Br., Ex. 107 (R. Vartian Dep. Tr.) at 94 (“Ultimately, the group decided to accept the contributions of the additional buildings, embrace the larger budget, and proceed.... [A]t some point it was the unanimous opinion of all of them that ... it should include all of the properties in the entire footprint.”); Cafesjian Defs.’ Br., Ex. 37 (26 April 2006 Board of Trustees Meeting Minutes) at 2-3 (“Hovnanian inquired about a likely fallback position in the event Phase I targets were not reached. Kaloosdian proposed considering renovation of the bank building as one option. Cafesjian advised that should funds raised prove insufficient to proceed, the additional properties would revert back to him.”) The record is replete with evidence of disputes between Cafesjian and the other Trustees over the scope of the museum project. The fact that Cafesjian acknowledged his own reversionary interest in the Grant Property does not necessarily mean that he acted in bad faith. “As a general proposition, ‘whether a director or officer has properly discharged his or her duty of loyalty is a question of fact to be determined in each case in view of all of the circumstances.’ ” Willens v. 2720 Wis. Ave. Co-Op. Ass’n, Inc., 844 A.2d 1126, 1136 (D.C.2004) (quoting Fletcher Cyc. Corp. § 837.60, p. 186). Ultimately, a jury may or may not credit Cafesjian’s and Waters Jr.’s explanation for their conduct, and it is the jury’s role to weigh the evidence in the record and determine which party’s version of events is more credible. The record contains disputed issues of material fact that preclude the award of summary judgment for either party on the issue of breach. 3. Proximate Cause and Damages Cafesjian and Waters Jr. (as well as Waters Sr.) contend that even if they did breach a fiduciary duty by filing the MOA and lis pendens, they are entitled to summary judgment because AGM & M has suffered no damages as a proximate result of those actions. “To establish proximate cause, the plaintiff must present evidence from which a reasonable juror could find that there was a direct and substantial causal relationship between the defendant’s breach of the standard of care and the plaintiffs injuries and that the injuries were foreseeable.” Convit v. Wilson, 980 A.2d 1104, 1125 (D.C.2009). Proximate cause is ordinarily a question of fact for the jury. Id. at 1126. “[I]n order to survive a motion for summary judgment based on the asserted insufficiency of proof of damages, ‘a plaintiff need not, at this stage, show th