United States District Court, D. Columbia.
[Copyrighted Material Omitted]
For CORPORATE SYSTEMS RESOURCES, Plaintiff: Frederick D. Cooke, Jr., LEAD ATTORNEY, RUBIN, WINSTON, DIERCKS, HARRIS & COOKE, LLP, Washington, DC.
For WASHINGTON METROPOLITAN AREA TRANSIT AUTHORITY, Defendant: Donald A. Laffert, WASHINGTON METROPOLITAN AREA TRANSIT AUTHORITY, Office of General Counsel, Washington, DC.
For LTK CONSULTING SERVICES INCORPORATED, doing business as LTK ENGINEERING SERVICES, Defendant: Jeffrey Brian Goldberg, LEAD ATTORNEY, PRO HAC VICE, Henry Eric Hockeimer, Jr., LEAD ATTORNEY, BALLARD SPAHR LLP, Philadelphia, PA.
BERYL A. HOWELL, United States District Judge.
The plaintiff, Corporate Systems Resources, alleges in this breach of contract suit tat it is owed approximately $160,000 under a subcontract with Defendant LTK Consulting Services Inc. (" Defendant LTK" ), which served as the " prime" contractor for Defendant Washington Metropolitan Area Transit Authority (" Defendant WMATA" ). Pending before the Court are Motions to Dismiss by both defendants under Federal Rule of Civil Procedure 12(b)(6), and by Defendant WMATA under Rule 12(b)(1). Defs.' Mots. Dismiss, ECF Nos. 5, 7. For the reasons set forth below, the defendants' motions are granted.
The plaintiff is a " District of Columbia Corporation" and a " Certified Disadvantage [sic] Business Enterprise." Compl. ¶ 3, ECF No. 1-3. The claims at issue allegedly arise from work performed by the plaintiff as a subcontractor to a prime contract awarded to Defendant LTK by Defendant WMATA " to provide personnel for contract administration for WMATA's railcar engineering services project." Id. ¶ 6. The plaintiff first entered into a " Time and Materials Subcontract" with another subcontractor of Defendant LTK, called Unified Industries Incorporated (" UII" ), on August 27, 2010 to provide contract administration services. See Compl. Ex. 3 (Subcontract No. 6502-2 between UII and Plaintiff dated August 27, 2010), ECF No. 1-3. The plaintiff subsequently entered into a subcontract directly with Defendant LTK on January 5, 2012 to provide the same services. Compl. Ex. 2 (Subcontractor Letter Agreement between plaintiff and Defendant LTK entered into on January 5, 2012) (the " Subcontract" ) at 1, ECF No. 1-3.
The Subcontract incorporated by reference the Prime Contract between Defendants LTK and WMATA, and stated that the plaintiff " shall be compensated for the services provided" to Defendant LTK. Id. The Subcontract provided that the plaintiff's rates were " subject to review by WMATA's audit group" and " [s]hould the review result in a change to the rates" charged by the plaintiff, " the [plaintiff's] invoices will be adjusted to reflect the change." Id. Finally, the Subcontract stated that " [p]ayments due to [the plaintiff] . . . shall be made within ten calendar days after receipt of payment by LTK from WMATA. Any payments due to [the plaintiff] by LTK are contingent upon LTK receiving payment from WMATA." Id. at 2.
The plaintiff alleges that it " performed all the services required under the contracts from which [Defendant] WMATA greatly benefited" and that the plaintiff " submitted all documentation required by the contracts and invoiced for payments." Compl. ¶ ¶ 10-11. Nevertheless, the plaintiff alleges that Defendant " LTK and UII informed [the plaintiff] that it had not received payment from WMATA for the work performed by [the plaintiff] on the outstanding invoices." Id. ¶ 12. The plaintiff alleges that " [a]fter all reconciliation of payments, accounts and credits given, the Defendants owe the amount of $158,800.76 not including interest." Id. ¶ 13. Despite making a demand for payment, " the Defendants have failed ...