United States District Court, District of Columbia
MEMORANDUM OPINION AND ORDER
RANDOLPH D. MOSS, UNITED STATES DISTRICT JUDGE
the Law Offices of Arman Dabiri & Associates, P.L.L.C.,
is suing the Agricultural Bank of Sudan (“ABS”),
the Central Bank of Sudan, the Ministry of Agriculture an
Forests, and Salah Edin Hassan Ahmed, the General Manager of
ABS, for breach of a retainer agreement. The matter is before
the Court on the institutional defendants' motion to
dismiss, Dkt. 12, and defendant Ahmed's motion to
dismiss, Dkt. 14. For the reasons set forth below, the Court
will GRANT the institutional defendants'
motion to dismiss with respect to the Central Bank of Sudan
and the Ministry of Agriculture and Forests and will
DENY the motion with respect to ABS. The
Court will also DENY defendant Ahmed's
motion to dismiss.
purposes of the pending motion, the Court accepts as true the
facts alleged in the complaint, Dkt. 1. See Wood v.
Moss, 572 U.S. 744, 755 n.5 (2014); see also
Williams v. Ellerbe, 317 F.Supp.3d 144, 146 (D.D.C.
the Law Offices of Arman Dabiri & Associates, is “a
professional limited liability company existing under the
laws of, and doing business in, the District of
Columbia.” Dkt. 1 at 2 (Compl. ¶ 2)
(capitalization omitted). “On or about March 2017,
[Plaintiff] was contacted by [ABS] through a designated
agent, seeking legal representation and legal counsel for
[ABS] in the United States.” Id. at 6 (Compl.
¶ 17). At the time, the United States was
“loosening . . . sanctions against Sudan, ” which
had long been designated as “a State Sponsor of
Terrorism, ” “on a probationary basis.”
Id. at 4, 6 (Compl. ¶¶ 10, 16). On April
27, 2017, ABS followed up this inquiry by sending Plaintiff a
“Letter of Interest, ” seeking legal assistance
for “establishing relationships with the USA and U.S.
financial institutes” and “completing the removal
of [US] sanctions.” Id. at 6 (Compl. ¶
18) (alteration in original).
5, 2017, ABS and Plaintiff “executed a Retainer
Agreement.” Id. at 7 (Compl. ¶ 19).
Although Plaintiff did not attach the retainer agreement to
the complaint, the institutional defendants submitted the
agreement as an attachment to their motion to dismiss,
see Dkt. 12-2 (Attachment A). The retainer
agreement sets forth the following terms:
1. Counsel will provide the following services to ABS:
a. Serve as the attorney of record and provide legal services
in connection with achieving the above state[d] goals for
b. Serve as legal Counsel in any meeting or negotiations
between ABS and the United States Government or any of its
departments and/or agencies.
c. Serve as legal Counsel in drafting any necessary
agreements, accords, treaties or understandings between ABS
and the United States Government or any of its departments
d. Serve as legal counsel in any meeting or negotiations with
U.S. financial institutions.
d. Serve as legal Counsel in negotiating, reviewing,
drafting/editing of necessary contracts or agreements with
U.S. financial institutions.
e. Serve as legal Counsel in any disputes between ABS and the
United States Government or any of its departments and/or
f. Serve as legal Counsel in in any disputes between ABS and
U.S. financial institutions and entities.
Id. at 3 (Attachment A). The agreement also includes
the following provision regarding the “computation of
fees” and their payment:
3. In consideration for the services rendered and to be
rendered on ABS's behalf by Counsel, the ABS hereby
agrees to pay a lump sum agreed upon fee. . . .
4. Counsel will require a retainer of $200, 000 USD. The
retainer fee will be due immediately to Counsel upon the
execution of the “Retainer Agreement” in the
manner provided for in attached Appendix A to this Agreement.
Id. at 5 (Attachment A). Each page of the retainer
agreement bears the stamp of the General Manager of ABS, and
the final page is signed by Mr. Ahmed. See ...