Full Opinion

Notice: This opinion is subject to formal revision before publication in the Atlantic and Maryland Reporters. Users are requested to notify the Clerk of the Court of any formal errors so that corrections may be made before the bound volumes go to press. 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 de- escalate 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 Board- approved 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. 14 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 plain- meaning 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.