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Tom Sawyer Productions, Inc. v. Progressive Partners Achieving Solutions

May 6, 2008


The opinion of the court was delivered by: Rosemary M. Collyer United States District Judge


When a team of three companies lost a federal contract, litigation in the Superior Court of the District of Columbia ensued. Portfolio Mgmt. Group, Ltd. v. Tom Sawyer Prod., Inc., No. 34-07 (D.C. Super. Ct. filed June 23, 2007). Sued for an alleged breach of contract, the defendant in Superior Court became a Plaintiff in federal court, suing one of the former teammates and its president for alleged tortious interference with contractual relations. The questions raised by the Defendants' motion to dismiss concern proper service and whether this Court should allow the same essential dispute to be litigated in two fora. After consider the parties' briefs carefully, the Court will grant Defendants' Motion to Dismiss, or in the Alternative, for Summary Judgment [Dkt. # 6].


Progressive Partners Achieving Solutions, Inc. ("PPAS"), Portfolio Management Group, Ltd. ("PMG"), and Tom Sawyer Productions, Inc., ("TSP") entered into a teaming agreement to provide event services to the Federal Highway Administration ("FHWA") in connection with a National Civil Rights Summit to be held by FHWA's Office of Civil Rights. The contract was awarded to the teaming partners on April 22, 2006; TSP was listed as the prime contractor.

There were some strains in the relationships among the teaming partners from the start. Asked by TSP to develop a justification for three regional conferences, Ms. Renata Roy, president of PPAS and a Defendant here, responded with questions: she wanted to know whether the FHWA had issued a task order and whether they should bill hours on unrelated regional conferences to the contract for a national summit. It appears that TSP forwarded only a portion of Ms. Roy's e-mail to the client, FHWA. On July 21, 2006, Ms. Roy sent an e-mail to PMG, TSP, and various officials at FHWA. That e-mail stated:

Mr. Isler and Team, I received an email note this morning from Ms Sawyer [of TSP], that was sent to the entire team. It only contained a portion of the message that I sent to her for clarification of the request to develop additional justification/proposal for regional conferences. Only one sentence from my email was forwarded to the team. It did not convey my full response to her request. I am forwarding you the original email which is below for your review. It is important that the use of hours are applied appropriately against the specified contract. I did not want to use the hours that are contracted to the Summit to meet the needs of other tasks without the permission of the Client. I am more than willing to fulfill all requirements in support of the Client's request if the Prime Contractor informs all team members fully that it is a "Client request." As a small business, it is also important to have an understanding of contract hours and protect[i]on of in tellectual [sic] property. Mr. Isler and Brenda, if this is a Client's request, it was not fully communicated or translated to the team as such. I will move forward if this is your request. Based on the time frame for planning a quality National Summit, we may need to consider other options instead of regional conferences.

I sincerely apologize for any confusion or discrepancies the email information forwarded by Ms Sawyer may have caused since it was an excerpt from the complete note. I look forward to being a team member and a partner to support the program goals of FHWA.

Defs.' Mem. in Supp. of Mot. to Dismiss or, in the Alternative, for Summ. J. ("Defs.' Mem."), Ex. 3.

On September 6, 2006, FHWA terminated the contract with the teaming partners for the "convenience of the government." See Defs.' Mem. at 3. On October 24, 2006, TSP sent a letter to PMG and PPAS. That letter represented that one-third of the remaining balance in the FHWA account was being distributed to each of the teaming partners as final distribution of contract revenues. TSP did not provide a complete and full financial accounting of all monies collected and spent, as requested by PPAS.

PPAS and PMG sued TSP in Superior Court on January 4, 2007, alleging breach of contract and breach of fiduciary duty. On or around March 5, 2007, TSP filed its Answer but did not include any counterclaims. In June 2007, all parties propounded interrogatories and document requests. On July 23, 2007, TSP took the Federal Rule of Civil Procedure 30(b)(6) deposition of PPAS through Renata Roy. Discovery in the Superior Court case was slated to close on September 28, 2007.

At the conclusion of Ms. Roy's 30(b)(6) deposition, counsel for TSP served her with two summonses and complaints in this case. One summons was directed at PPAS and one was directed to Ms. Roy personally. TSP argues that Ms. Roy's e-mail to FHWA officials was "not permitted nor [sic] authorized under the FHWA contract" and that the e-mail "revealed dissension, disagreement and insubordination by Roy with TSP." Pl.'s Opp'n to Defs.' Mot. to Dismiss or, in the Alternative, for Summ. J. ("Pl.'s Opp'n") at 5. TSP contends that Ms. Roy's e-mail caused FHWA to terminate the contract. Id.

When the parties "were in the final stages of discovery," for the Superior Court action, "TSP became aware of all of PPAS and Roy's interferences in the FHWA contract, and their relationships with FHWA contracting personnel who terminated the FHWA contract." Id. at 6. "TSP does not dispute that some of the parties and facts that are involved in the Superior Court law suit are similar to those in this law suit." Id. However, "TSP sued in this Court because the FHWA could at some point become a party to this federal law suit, and the Superior Court does not have jurisdiction over the FHWA. In addition, the time for filing a counterclaim in the Superior Court matter passed by the time TSP became aware of FHWA officer's relationship with Roy and PPAS." Id.

Defendants PPAS and Ms. Roy ask the Court to dismiss the Complaint. TSP urges the Court to accept jurisdiction or, alternatively, to stay these proceedings so that TSP can apply to Superior ...

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