United States District Court, D. Columbia.
[Copyrighted Material Omitted]
For SABRE INTERNATIONAL SECURITY, Plaintiff, Counter Defendant: Tennant David Magee, MAGGS & MCDERMOTT, LLC, Brielle, NJ; Timothy B. Mills, MAGGS & MCDERMOTT, LLC, Washington, DC.
For TORRES ADVANCED ENTERPRISE SOLUTIONS, LLC, Defendant, Counter Claimant: Alain J. Ifrah, LEAD ATTORNEY, David B. Deitch, IFRAH PLLC, Washington, DC; Jeffrey R. Hamlin, GREENBERG TRAURIG, LLP, Washington, DC.
Gladys Kessler, United States District Judge.
Sabre International Security (" Sabre" ) brings this case against its former business partner, Torres Advanced Enterprise Solutions, LLC (" TAES" ) and several current and former TAES officers, for breach of contract, tortious interference with prospective economic advantage, fraud, and related torts.
This matter is before the Court on TAES's Motion to Dismiss Counts 15-18 and 20-22 of the First Amended Complaint [Dkt. No. 253]. Upon consideration of the Motion, Opposition [Dkt. No. 262], and Reply [Dkt. No. 269], and the entire record herein, and for the reasons set forth below, the Motion to Dismiss shall be granted in part and denied in part.
A. Factual Background 
Sabre is an Iraqi limited liability company with its principal place of business in Baghdad, Iraq. TAES is a limited liability company organized under the laws of Virginia. Both companies provide security services internationally to private and governmental entities.
Between approximately 2007 and 2010, Sabre and TAES worked together to perform security contracts at United States military installations in Iraq. They did so pursuant to two Multiple Award Task Order Contracts (" MATOCs" ) issued by the United States Government: the Theater-Wide Internal Security Services (" TWISS" ) MATOC, number W91GDW-07-D-4026 (" TWISS I MATOC" ), and its successor, TWISS MATOC number W91DGW-09-D-4030 (" TWISS II MATOC" ).
Sabre was awarded the TWISS I MATOC on September 27, 2007, and thereby became eligible to compete for specific TWISS I " task orders," which covered specific projects put out for bid by the Government. To aid it in competing for such task orders, on November 8, 2007, Sabre entered into a subcontractor agreement with TAES, under which TAES agreed to provide personnel holding valid United States Government security-clearances to work on task orders awarded to Sabre under the TWISS I MATOC. The Sabre-TAES team bid for and was awarded several TWISS I Task Orders, which it performed with Sabre acting as prime contractor and TAES acting as subcontractor.
In 2009, the United States amended its policies to require that prime contractors, like Sabre, possess a valid Defense Department Industrial Security Program Facility Security Clearance (" FCL" ). Sabre, as a foreign company, was not eligible to obtain an FCL. Conversely, TAES was not eligible to perform TWISS I work without Sabre, because only Sabre, and not TAES, possessed a Private Security Company (" PSC" ) license issued by the Ministry of the Interior of the Republic of Iraq, which was required to perform private
security services in Iraq. Consequently, on December 30, 2009, the parties entered into an Asset Purchase Agreement (" APA" ) and novation of their subcontractor agreement by which TAES became the prime contractor and Sabre became the subcontractor for TWISS I work. This modification allowed the Team to avoid termination of the TWISS I MATOC.
Under the APA, TAES became responsible for submitting invoices to the Government and for compensating Sabre once it received payment from the Government. The APA also included a form lease agreement, pursuant to which Sabre would lease to TAES equipment necessary to perform TWISS I work. The APA otherwise adopted the parties' original obligations under the TWISS I subcontractor agreement, including its compensation scheme.
On August 6, 2009, Sabre and TAES entered into a separate Teaming Agreement to govern work under the TWISS II MATOC. As with the APA, the Teaming Agreement designated TAES as the prime contractor and Sabre as the subcontractor. It required, inter alia, that: (1) Sabre and TAES compete exclusively as a team for any TWISS II proposal submitted; (2) both parties approve any such proposal; (3) TAES offer Sabre any TWISS II work awarded within Sabre's Scope of Work, as defined under the Agreement; (4) TAES manage the team's affairs and protect Sabre's rights with respect to the Government; and (5) TAES pay Sabre's invoices within 15 working days after receiving payment from the Government.
Sabre alleges that TAES breached the Teaming Agreement, and committed fraud and various other torts, by, inter alia, (1) unilaterally reducing Sabre's prices in TWISS II proposals and refusing to pay Sabre in accordance with previously agreed-upon pricing schemes; (2) bidding on TWISS II task orders without Sabre's consent or knowledge, and thereafter performing such work without Sabre's participation; (3) failing to make timely-payment of Sabre's TWISS II invoices; (4) failing to return leased equipment to Sabre and, instead, selling it to one or more third parties; and (5) failing to protect Sabre's legal rights in relation to certain disputes with the Government. Sabre also alleges that TAES breached the APA by failing to fully compensate Sabre for work performed on TWISS I task orders. Sabre further alleges that TAES made a secret internal decision in the spring of 2010 to cease honoring the Teaming Agreement and the APA and instead enter to into direct competition with Sabre.
B. Procedural Background
Sabre filed its original Complaint on April 29, 2011. On July 5, 2013, approximately three and a half months after the close of fact discovery, Sabre moved to amend its Complaint to add claims of fraud against TAES and several of its officers in light of information obtained during discovery. The Court granted Sabre's Motion to Amend on October 3, 2013, and Sabre filed its FAC on October 10, 2013 [Dkt. No. 242].
On November 14, 2013, TAES filed the instant Motion to Dismiss Counts 15-18 and 20-22 of the FAC [Dkt. No. 253]. On December 6, 2013, Sabre filed its Opposition [Dkt. No. 262]. On December 20, 2013, TAES filed its Reply [Dkt. No. 269].
II. STANDARD OF REVIEW
To survive a motion to dismiss under Rule 12(b)(6), a plaintiff need only plead " enough facts to state a claim to relief that is plausible on its face" and to " nudge[ ] [his or her] claims across the line from conceivable to plausible." Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007).
" [O]nce a claim has been stated adequately, it may be supported by showing any set of facts consistent with the allegations in the ...