United States District Court, D. Columbia.
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For Sabre International Security, Plaintiff: Michael Allan Gordon, LEAD ATTORNEY, MICHAEL A. GORDON PLLC, Washington, DC USA; Tennant David Magee, LEAD ATTORNEY, MAGGS & MCDERMOTT, LLC, Brielle, N.J. USA; Timothy B. Mills, LEAD ATTORNEY, MAGGS & MCDERMOTT, LLC, Washington, DC USA.
For Torres Advanced Enterprise Solutions, LLC, Defendant: Aseil Imad Abu Baker, LEAD ATTORNEY, CHARLSON BREDEHOFT COHEN & BROWN, Reston, VA USA; Elaine Charlson Bredehoft, LEAD ATTORNEY, CHARLSON BREDEHOFT COHEN BROWN & SAKATA, P.C., Reston, VA USA; Peter C. Cohen, LEAD ATTORNEY, CHARLSON BREDEHOFT COHEN & BROWN, P.C., Reston, VA USA.
For Jerry Torres, In his individual capacity, Defendant: Richard J. Conway, LEAD ATTORNEY, DICKSTEIN SHAPIRO LLP, Washington, DC USA.
For Scott Torres, In his individual capacity, Kathy Jones, In her individual capacity, Rebekah Dyer, In her individual capacity, Defendants: Patricia E. Bruce, LEAD ATTORNEY, CAULKINS & BRUCE, PC, Arlington, VA USA.
For Torres Advanced Enterprise Solutions, LLC, Counter Claimant: Aseil Imad Abu Baker, LEAD ATTORNEY, CHARLSON BREDEHOFT COHEN & BROWN, Reston, VA USA.
For Sabre International Security, Counter Defendant: Michael Allan Gordon, LEAD ATTORNEY, MICHAEL A. GORDON PLLC, Washington, DC USA; Tennant David Magee, LEAD ATTORNEY, MAGGS & MCDERMOTT, LLC, Brielle, N.J. USA; Timothy B. Mills, LEAD ATTORNEY, MAGGS & MCDERMOTT, LLC, Washington, DC USA.
Gladys Kessler, United States District Judge.
Sabre International Security (" Sabre" ) has sued its former business partner, Torres Advanced Enterprise Solutions, LLC (" Torres" ) and Torres officers, Jerry Torres, Scott Torres, Rebekah Dyer, and Kathryn Jones (collectively, the " Individual Defendants" ), for breach of contract, tortious interference with prospective economic advantage, fraud, and conversion of property.
This matter is before the Court on the Individual Defendants' Motions to Dismiss for Lack of Personal Jurisdiction [Dkt. Nos. 260 & 276]. Upon consideration of the Motions, Oppositions [Dkt. Nos. 273 & 284] and Replies [Dkt. Nos. 275 & 292], and the entire record herein, and for the reasons set forth below, the Motions shall be denied.
A. Factual Overview
Sabre is an Iraqi limited liability company with its principal place of business in Baghdad, Iraq. Torres is an American limited liability company organized under the laws of Virginia with its principal place of business in Arlington, Virginia. Both companies are private security contractors providing security services around the world to various entities, including the United States Government.
From 2007 until 2010, Sabre and Torres partnered to perform security services at United States military installations in Iraq pursuant to two Theater-Wide Internal Security Services (" TWISS" ) Multiple
Award Task Order Contracts with the United States Government. This relationship was governed by a Teaming Agreement, which designated Torres as the " prime contractor" and Sabre as the " subcontractor" vis a vis the United States Government. According to Sabre, the Teaming Agreement required, inter alia, that: (1) Sabre and Torres compete exclusively as a team for any TWISS proposal submitted to the Government; (2) both parties approve any such proposal prior to its submission; and (3) Torres, as prime contractor, offer Sabre any work awarded that fell within a defined " Scope of Work."
Sabre contends that, in the spring of 2010, the Individual Defendants made a secret internal decision to terminate the Teaming Agreement and enter into direct competition with Sabre. Pursuant to this decision, the Individual Defendants allegedly caused Torres to breach the Teaming Agreement by, among other things, (1) secretly reducing Sabre's prices in proposals submitted to the Government; (2) refusing to pay Sabre in accordance with previously agreed-upon pricing schemes; (3) bidding on new Task Orders without Sabre's consent or knowledge; and (4) usurping work that fell within Sabre's " Scope of Work." It is further alleged that each of the Individual Defendants fraudulently concealed these activities from Sabre.
B. Procedural Background
On April 29, 2011, Sabre filed its original Complaint naming Torres as the sole defendant [Dkt. No. 1]. On July 5, 2013, Sabre moved to amend its Complaint to add a claim of fraud against the Individual Defendants, as well as seven new tort claims against Torres [Dkt. No. 197]. On October 3, 2013, the Court granted Sabre's Motion [Dkt. No. 240], and on October 10, 2013, Sabre filed its FAC [Dkt. No. 242].
On December 2, 2013, specially appearing Defendant Jerry Torres filed his Motion to Dismiss the FAC for Lack of Personal Jurisdiction (" J. Torres Mot." ) [Dkt. No. 260]. On December 30, 2013, Sabre filed its Opposition (" Opp'n to J. Torres Mot." ) [Dkt. No. 273]. On January 9, 2014, Jerry Torres filed his Reply (" J. Torres Reply" ) [Dkt. No. 275].
On January 10, 2014, specially appearing Defendants Scott Torres, Dyer, and Jones filed their Motion to Dismiss the FAC for Lack of Personal Jurisdiction (" Jt. Mot." ) [Dkt. No. 276]. On January 27, 2014, Sabre filed its Opposition (" Opp'n to Jt. Mot." ) [Dkt. No.284]. On February 6, 2014, Scott Torres, Dyer, and Jones filed their Reply (" Jt. Reply" ) [Dkt. No. 292].
II. LEGAL STANDARDS
A. Standard of Review Under Rule 12(b)(2)
" To prevail on a motion to dismiss for lack of personal jurisdiction, a plaintiff
must make a prima facie showing of pertinent jurisdictional facts." United States v. Philip Morris Inc., 116 F.Supp.2d 116, 121 (D.D.C. 2000) (citing Edmond v. U.S. Postal Serv. Gen. Counsel, 949 F.2d 415, 424, 292 U.S.App.D.C. 240 (D.C. Cir. 1991)). The " [p]laintiff must allege specific facts on which personal jurisdiction can be based" and " cannot rely on conclusory allegations." Moore v. Motz, 437 F.Supp.2d 88, 91 (D.D.C. 2006) (internal citations omitted). Nor may the plaintiff aggregate factual allegations concerning multiple defendants in order to demonstrate personal jurisdiction over any individual defendant. See Rush v. Savchuk, 444 U.S. 320, 332, 100 S.Ct. 571, 62 L.Ed.2d 516 (1980) (rejecting aggregation of co-defendants' forum contacts because " the [jurisdictional requirements] must be met as to each defendant" ).
When considering personal jurisdiction, the Court is not limited to the allegations in the complaint, but " may receive and weigh affidavits and other relevant matter to assist in determining the jurisdictional facts." Philip Morris, 116 F.Supp.2d at 120 n.4 (citations omitted); see also Novak-Canzeri v. Al Saud, 864 F.Supp. 203, 206 (D.D.C. 1994) (" [T]he Court must accept Plaintiff's claims as true in ruling on a 12(b)(2) motion, unless they are directly contradicted by an affidavit[.]" ). However, any " factual discrepancies appearing in the record must be resolved in favor of the plaintiff." Crane v. N.Y. Zoological Soc'y, 894 F.2d 454, 456, 282 U.S.App.D.C. 295 (D.C. Cir. 1990).
B. Standard Governing Personal Jurisdiction
" Federal courts ordinarily follow state law in determining the bounds of their jurisdiction over persons." Daimler AG v. Bauman, 134 S.Ct. 746, 753, 187 L.Ed.2d 624 (2014). " To establish personal jurisdiction over a non-resident, a court must engage in a two-part inquiry: [It] must first examine whether jurisdiction is applicable under the state's long-arm statute and then determine whether a finding of jurisdiction satisfies the constitutional requirements of due process." GTE New Media Servs. Inc. v. BellSouth Corp., 199 F.3d 1343, 1347, 339 U.S.App.D.C. 332 (D.C. Cir. 2000) (citation omitted). " [A] State may authorize its courts to exercise personal jurisdiction over an out-of-state defendant [only] if the defendant has 'certain minimum contacts with [the State] such that the maintenance of the suit does not offend 'traditional notions of fair play and substantial justice[.]'" Daimler, 134 S.Ct. at 754 (citing International Shoe Co. v. Washington, 326 U.S. 310, 66 S.Ct. 154, 90 L.Ed. 95 (1945)).
There are two variants of personal jurisdiction: general and specific. General jurisdiction is " 'all purpose' adjudicatory authority to entertain a suit against a defendant without regard to the claim's relationship vel non to the defendant's forum-linked activity[.]"
Kopff v. Battaglia, 425 F.Supp.2d 76, 81 (D.D.C. 2006) (citing Steinberg v. Int'l Criminal Police Org., 672 F.2d 927, 928, 217 U.S.App.D.C. 365 (D.C. Cir. 1981)). The exercise of general jurisdiction is consistent with due process only if the defendant's " 'affiliations with the State are so continuous and systematic as to render [it] essentially at home in the forum State.'" Daimler, 134 S.Ct. at 761 (quoting Goodyear Dunlop Tires Operations, S.A. v. Brown, 131 S.Ct. 2846, 2851, 180 L.Ed.2d 796 (2011)).
Specific jurisdiction is the power to " entertain controversies based on acts of a defendant that touch and concern the forum." Kopff, 425 F.Supp.2d at 81. Courts in the District of Columbia " may exercise specific jurisdiction over a defendant if the plaintiff ...