SABRE INTERNATIONAL SECURITY v. TORRES ADVANCED ENTERPRISE SOLUTIONS, LLC, No. 1:2011cv00806 - Document 376 (D.D.C. 2014)
Court Description: 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, )
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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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