SABRE INTERNATIONAL SECURITY v. TORRES ADVANCED ENTERPRISE SOLUTIONS, LLC
Filing
376
MEMORANDUM ORDER granting in part and denying in part 363 366 the Motions for Judgment on the Pleadings filed by Jerry Torres, Scott Torres, Rebekah Dyer, and Kathryn Jones (see Order for details). Signed by Judge Gladys Kessler on 8/22/14. (CL, )
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
SABRE INTERNATIONAL SECURITY,
Plaintiff,
Civil Action No. 11-806 {GK)
v.
TORRES ADVANCED ENTERPRISE
SOLUTIONS, LLC, et al.,
Defendants.
MEMORANDUM ORDER
Individual
Dyer,
and
Defendants"),
Defendants Jerry Torres,
Kathryn
have
Jones
filed
(collectively,
two
Pleadings pursuant to Rule 12(c)
Procedure
a
omnibus
Motions
Opposition
for
the
Rebekah
"Individual
Judgment
on
the
of the Federal Rules of Civil
[Dkt. Nos. 363 & 366].
single
Scott Torres,
[Dkt.
On July 17, 2015, Sabre filed
No.
368],
and on July
2014,
the Individual Defendants filed their Replies
369
370] . 1
&
[Dkt.
28,
Nos.
The Motions shall be granted in part and denied in part for
the following reasons.
1
Jerry Torres filed a Motion ("Jerry Torres Mot.") [Dkt. No.
363], and Rebekah Dyer, Kathryn Jones, and Scott Torres jointly
filed an almost identical Motion ("Jt. Mot.") [Dkt. No. 366].
Because the Motions make exactly the same arguments, often word
for word, the Court shall cite only to Jerry Torres' Motion.
1.
been
The factual and procedural background in this case has
set
forth
in
great
Opinions of January 30,
[Dkt .
No.
Advanced
3 59] .
(D.D.C. Jan.
2014
See
Enter.
detail
2014)
[Dkt.
the
No.
generally
Solutions,
30,
in
288]
Sabre
LLC,
Memorandum
and June 16,
2014
Int'l
Sec.
v.
Torres
11-806,
No.
("Sabre III"),
Court's
2014
WL
341071
appeal dismissed, No. 14-
7026, 2014 WL 1378771 (D.C. Cir. Apr. 3, 2014); Sabre Int'l Sec.
v.
Torres Advanced Enter.
3859164
(D.D.C.
June 16,
Solutions,
2014)
LLC,
No.
("Sabre IV").
11-806,
2014 WL
Familiarity with
these prior decisions is assumed.
2.
Sabre
International
private security company.
LLC ("Torres")
the
2007
("Sabre")
is
an
Iraqi
Torres Advanced Enterprise Solutions,
is an American private security company, of which
Individual
Between
Security
Defendants
and
2010,
are
Sabre
current
and
and
Torres
former
officers.
partnered
as
prime
contractor and subcontractor to perform security contracts for
the United States Government at military installations in Iraq.
3.
Torres
2013,
On April
29,
2011,
for breach of contract
Sabre
filed
( "FAC")
lawsuit against
and related torts.
Sabre obtained permission to file,
Amended Complaint
this
[Dkt. No.
-2-
242] .
In October
and did file,
a First
The FAC included all
of the claims alleged in the original Complaint
and
seven
claims
for
Defendants
new
against
fraud,
Torres
and
misappropriation,
and
(Counts 1-14) 2
the
Individual
conversion
of
property (Counts 15-21) .
4.
Torres then filed a Motion Pursuant to Fed. R. Civ. P.
12 (b) (6)
253]. 3
to Dismiss Counts 15-18 and 20-22 of the FAC [Dkt. No.
On January 3 0,
Motion
and
other
than
dismissed
Count
18,
2 014,
all
the Court partially granted that
of
which
the
it
FAC' s
newly
concluded
claim for conversion of property.
asserted
adequately
Counts
stated
a
See generally Sabre III, 2014
WL 341071, at *3-9 (D.D.C. Jan. 30, 2014).
5.
Torres'
Relying
on
many
Motion to Dismiss,
of
the
the
same
arguments
underlying
Individual Defendants now seek
Judgment on the Pleadings as to Counts 15-20 of the FAC. 4
2
Some of these Counts were dismissed by the Court's Memorandum
Opinion of October 27, 2011 [Dkt. No. 39] .
See generally Sabre
Int '1 Sec. v. Torres Advanced Enter. Solutions, Inc., 820 F.
Supp. 2d 62 (D.D.C. 2011) ("Sabre I").
3
Sabre's Motion to Amend its Complaint attached a Proposed FAC
that included Counts 15-22 [Dkt. No. 197-1].
When the Court
granted that Motion, Sabre withdrew the previously proposed
Count 21 and renumbered its counts so that the actual FAC
included only Counts 15-21 [Dkt. No. 242]
Torres, however,
based its Motion to Dismiss on the 22-Count Proposed FAC, rather
than the actual FAC.
4
Like Torres, the Individual Defendants also appear to have
based their Motion on the 22-Count Proposed FAC rather than the
actual FAC.
As a result, their Motions request judgment on
-3-
6.
The standard governing a
pleadings under Fed.
as
the
standard
Federal
Rule
Rest.,
2001).
for
v.
To
Civ.
P.
12 (c)
a
motion to
Civil
of
Ltd.
R.
motion for
Procedure
Ashcroft,
survive
the
157
"is essentially the same
dismiss
brought
F.
Supp.
the
2d
61,
accepted as true,
550
662,
678
(2009)
u.s. 544 (2007)).
to
Vill.
(D.D.C.
must
contain
'state a claim
Ashcroft v.
(quoting Bell Atl.
to
66-67
"complaint
to relief that is plausible on its face.'"
556 U.S.
pursuant
Longwood
12(b) (6) "
motion,
sufficient factual matter,
judgment on the
Corp.
v.
Iqbal,
Twombly,
A claim is facially plausible when the
pleaded factual content "allows the court to draw the reasonable
inference
that
alleged."
Id. at 678.
In
7.
the
defendant
Count
15,
is
Sabre
liable
claims
for
that
the
misconduct
the
Individual
Defendants fraudulently concealed their intent not to pay Sabre
in accordance with previously agreed-upon pricing schemes.
Sabre
III,
the
intertwined
claim that
[with],
[Torres]
Consequently,
District
of
Court
the
concluded
if
not
that
wholly
this
Count
duplicative
is
In
"entirely
of[,]
Sabre's
breached the Teaming Agreement." Id. at *3.
Court
Columbia
case
held
that
this
claim
is
law holding that- "even a
barred
by
'willful,
Counts 15-21 of the Proposed FAC but only Counts 15-20 of the
actual FAC.
-4-
wanton or malicious' breach of a contract .
claim
of
fraud"
because
"disputes
cannot support a
relating
to
contractual
obligations 'should generally be addressed within the principles
of law relating to contracts[.]'"
State Farm and Casualty Co.,
This
holding
applies
Id. at *3
(citing Choharis v.
961 A.2d 1080,
equally
to
the
1089
(D.C.
Individual
2008)).
Defendants. 5
Therefore, the Motions shall therefore be granted on Count 15.
8.
In Count 16, Sabre asserts a claim for fraud based on
representations
Torres
allegedly
made
to
the
Government
October 2010 as to whether Sabre had been paid.
the Court held that
regarding
what
in
In Sabre III,
Sabre relied only on its own assumptions
Torres
could
do
or
say,
not
on
what
Torres
actually did or said, and therefore, that Count 16 did not state
a claim for fraud. Id. at *4-5.
the
Individual
Defendants.
This holding applies equally to
Therefore,
the
Motions
shall
be
granted on Count 16.
5
Sabre argues, as it did in its Opposition to Torres' Motion,
that it has asserted a claim for fraudulent inducement, as to
which Choharis does not apply.
See Pl.'s Opp'n at 6-19.
The
Court already rejected this argument in Sabre III, however, and
that ruling is "law of the case."
See, e.g., Coal. for Common
Sense in Gov't Procurement v. United States, 707 F.3d 311, 318
(D.C. Cir. 2013)
(explaining that under the law-of-the-case
doctrine, "the same issue presented a second time in the same
case in the same court should lead to the same result" (citing
LaShawn A. v. Barry, 87 F.3d 1389, 1393 (D.C. Cir. 1996)).
-5-
9.
In
Count
17,
Sabre
claims
that
Torres
fraudulently
misappropriated its Private Security Company ("PSC")
license and
engaged in unfair competition by bidding on certain contracts
without informing Sabre.
Count
failed
to
state
In Sabre III, the Court held that this
a
claim of
fraud,
misappropriation,
or
unfair competition, id. at *6, a holding that applies equally to
the
Individual
Defendants.
Therefore,
the
Motions
shall
be
granted on Count 17.
10.
In
Count
18,
Sabre
claims
that
Torres
unlawfully
converted its PSC license and certain life support equipment it
owned at one of the Team's sites in Iraq.
In Sabre III,
the
Court held that Sabre failed to state a claim for conversion of
the PSC license but did state a claim for conversion of the life
support
equipment.
Court's
holding
as
equally
to
the
Individual
to
the
Sabre
to
III,
2014
conversion of
WL
341071,
the
Defendants,
PSC
which
at
*7.
license
Sabre
The
applies
does
not
contest.
As
Defendants
argue
conversion of
that
they
equipment
are
claim,
entitled
to
the
Individual
judgment
on
the
pleadings because Sabre alleges only that Torres sold the life
support equipment and retained the proceeds,
so in their personal capacities.
law in the District of
not that they did
Jerry Torres Mot. at 21.
Columbia is well-established,
-6-
The
however,
that
u[c]orporate
officers
which they commit,
'are
personally
participate in,
liable
or inspire,
for
even though the
Lawlor v.
acts are performed in the name of the corporation.'"
Dist.
of
Columbia,
Vuitch v.
words,
for
Furr,
482
A.2d
A.2d
964,
811,
corporate officers
wrongs
knowledge
A.2d
758
committed
and with
[by
their
974-75
821
(D.C.
(D.C.
torts
2000)
1984)).
(citing
urn other
cannot avoid personal liability
the
with
corporation]
consent
at
821
(internal
quotations
however,
ube
premised
upon
or approval [.]"
a
corporate
participation in the wrongful acts."
Vuitch,
Liability
omitted).
their
officer•s
482
must,
meaningful
Lawlor, 758 A.2d at 977.
Sabre has alleged that that uJerry Torres, Rebekah Dyer and
Kathryn Jones
willfully and maliciously authorized and
implemented the sale of [its] property at JSS Shield [one of the
Team's
security
sites]
[while]
fully
property and proceeds belonged to Sabre."
level positions of these individuals,
close
involvement
in
the
events
at
inference that they umeaningful[ly]
of
Sabre's
life
belonged to Sabre.
support
FAC
aware
~
469.
that
the
The high
as well as their alleged
issue,
raise
a
plausible
participat[ed]" in the sale
equipment
with
Lawlor, 758 A.2d at 977.
knowledge
that
it
This is sufficient
to survive a motion under Rule 12(c) because the precise extent
of
an
officer's
uparticipation
in
-7-
and
responsibility
for
the
alleged
[conversion is]
a quintessential question of fact that
[can]not be answered at the pleading stage."
Servs.,
LLC,
938 A.2d 744,
748
(D.C.
Luna v. A.E. Eng'g
2007)
Thus,
Sabre has
adequately alleged that Jerry Torres, Dyer, and Jones are liable
in
their
individual
capacities
for
conversion
Torres'
of
equipment. 6
Sabre has not,
however,
alleged any basis
Torres liable for conversion of property.
to hold Scott
Furthermore,
in its
Opposition brief, it argues only that "the Individual Defendants
(other than Scott Torres)" participated in Torres' conversion of
property.
Pl.'s Opp'n at 21
(emphasis added).
Therefore,
the
conversion claim against Scott Torres shall be dismissed.
For
the
foregoing
reasons,
the
Motions
insofar as Sabre seeks to hold Jerry Torres,
Kathryn
Jones
liable
for
conversion
of
shall
be
denied
Rebekah Dyer,
equipment
and
and
shall
otherwise be granted.
11.
In Count 19,
Defendants
license,
are
liable
Sabre alleges again that the Individual
for
fraud,
unauthorized use
and conversion of property.
6
of
its
PSC
These are precisely the
Sabre has also alleged that Jerry Torres, Dyer, and Jones
"aided and abetted" Torres' conversion of equipment.
Pl.'s
Opp'n at 20-22.
The Court need not reach the sufficiency of
such allegations given its conclusion that Sabre has adequately
alleged a claim of direct liability against these Defendants.
-8-
same allegations asserted in Counts 15-18 and,
therefore,
they
shall be dismissed as duplicative.
Count 19 also asserts a claim for unjust enrichment.
District of Columbia law,
enrichment
are:
defendant;
(2)
(1)
the plaintiff
claim for unjust
conferred a
benefit
on the
the defendant retains the benefit; and (3) under
the circumstances,
unjust."
the elements of a
Under
the defendant's retention of the benefit is
News World Commc'ns, Inc. v. Thompsen, 878 A.2d 1218,
1222 (D.C. 2005).
Sabre claims that the Individual Defendants were unjustly
enriched
by:
( 1)
regarding payment
license;
(3)
Government
their
alleged
and prices;
Torres'
regarding
Instead,
any
on
use
of
Sabre's
and
Sabre;
~~
Sabre
( 4)
Defendants.
paid
Not
connects
a
single
the
not,
result of these circumstances,
the
salaries
the
Torres'
Sabre has
467-70.
PSC
to
Individual
Defendants
and
bonuses
factual
Individual
to
the
allegation
Defendants'
in
it
directly.
it alleges that it conferred a benefit on Torres,
subsequently
however,
to
See FAC
as a
benefit
Torres'
to
misrepresentations
payments
alleged that,
conferred
(2)
alleged
conversion of property.
however,
misrepresentations
who
Individual
the
salaries
FAC,
and
bonuses to Torres' alleged reductions of Sabre's prices, use of
its PSC license, sale of its equipment, or misrepresentations to
-9-
the Government.
Accordingly, even if salaries and bonuses might
theoretically constitute
enrichment claim,
any
role
Defendants
in
a
benefit
for
a
conferring
or,
these
relatedly,
claim
of
an unjust
Sabre has not plausibly alleged that
benefits
that
for
unjust
on
the
Individual
the
retention of such benefits was unjust.
stated
purposes
it had
Individual
Defendants'
Therefore, Sabre has not
enrichment
against
the
Individual
Defendants and the Motions shall be granted on Count 19.
12.
Finally,
Sabre
does
not
oppose
the
Individual
Defendants' Motions for judgment on Count 20, which is entitled
"Lost
Sabre
Breaches."
Revenues
and
Consequently,
Delay
the
Damages
Motions
through
shall
be
Torres'
granted
as
unopposed on that Count. 7
For the reasons set forth above, it is hereby
ORDERED,
that the Motions for Judgment on the Pleadings are
granted in part and denied in part; and it is further
ORDERED,
that
judgment
is
granted
for
Scott
Torres
on
Counts 15-20 of the FAC and he is dismissed from the case in its
entirety; and it is further
7
The Individual Defendants also seek judgment in their favor as
to Count 20 of the Proposed FAC (entitled "Misappropriation of
Sabre's Past Performance") , but that request is moot because
Sabre voluntarily withdrew that claim in its actual FAC.
See
Jerry Torres Mot. at 23.
-10-
ORDERED, that judgment is granted for Jerry Torres, Rebekah
Dyer, and Kathryn Jones on Counts 15-17 and 19-20 of the FAC.
The
current
status
of
the
claims
against
the
Individual
•
Count 15: Motions
for
Judgment
on
the
granted and claim dismissed in its entirety.
Pleadings
•
Count 16: Motions
the
for
Judgment
on
granted and claim dismissed in its entirety
Pleadings
•
Count 17: Motions
for
Judgment
on
the
granted and claim dismissed in its entirety
Pleadings
•
Count 18: As
Defendants is as follows:
to Defendant Scott Torres, Motion for
Judgment on the Pleadings granted and claim dismissed
in its entirety; as to Jerry Torres, Rebekah Dyer, and
Kathryn Jones, Motions for Judgment on the Pleadings
denied as to conversion of equipment; Motions granted
as to all other theories.
•
Count 19: Motions for Judgment on the
granted and claim dismissed in its entirety
Pleadings
•
Count 2 0: Motions
for
Judgment
on
the
granted and claim dismissed in its entirety
Pleadings
•
Count 21: Claim dismissed by Court Order dated January
30, 2014 [Dkt. No. 287] 8
8
The Individual Defendants have not sought Judgment on the
Pleadings as to this Count (Count 22 in the Proposed FAC) , which
asserts a claim against Torres, Jerry Torres, and Rebekah Dyer
for alleged fraud arising out of events in this litigation.
However, it should be noted that the Court previously granted
Torres' Motion to Dismiss this claim on three bases: ( 1) Sabre
has not alleged any detrimental reliance on the alleged fraud;
(2) Sabre has not cited any authority holding that bad faith
conduct in litigation gives rise to an independent cause of
action and the weight of binding authority is contrary; and (3)
Sabre has alternative remedies under Rule 37 of the Federal
-11-
Therefore,
as
of
August
21,
2014,
Count
18
is
awaiting
trial against Jerry Torres, Rebekah Dyer and Kathryn Jones.
August 21, 2014
Gladys Ke sler
United States District Judge
Copies to: attorneys on record via ECF
Rules of Civil Procedure.
See Sabre III, 2014 WL 341071, at *89 (citing Russell v. Principi, 257 F.3d 815, 821 (D.C. Cir.
2 0 01) ("Plaintiff's] effort to pursue an independent cause of
action for bad faith litigation abuse against [defendant] fails.
[T]o date no circuit court has held that a federal cause
of action exists") ; Interstate Fire & Cas. Co., Inc. v. 1218
Wisconsin, Inc., 136 F. 3d 830, 836 (D.C. Cir. 1998) (rejecting
tort claim for "fraud on the court" because "[a]lthough the act
complained of is styled a 'fraud,' the remedy lies within the
court's equitable discretion") (citations omitted)).
-12-
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