United States District Court, District of Columbia
REPORT AND RECOMMENDATION
M. MERIWEATHER, UNITED STATES MAGISTRATE JUDGE.
case arises from a contract dispute between Relman, Dane
& Colfax PLLC (the “Relman Firm” or
“Relman”), a civil rights law firm located in
Washington D.C. (“D.C.” or “the
District”), and its former clients, Defendant Fair
Housing Council of San Fernando Valley (“FHC”)
and Defendant Mei Ling (“Ms. Ling, ” and together
with FHC, “Defendants”). The Relman Firm contends
that Defendants terminated and voided the contracts pursuant
to which they had retained the Relman Firm as counsel in a
matter pending in a federal district court in California,
thereby reneging on their contractual obligation to pay the
Relman Firm a contingency fee equaling a percentage of
Defendants' recovery. See generally Compl., ECF
No. 1. The Relman Firm contends that Defendants' actions
constitute an anticipatory breach of their respective
contracts, and seeks a declaratory judgment and other relief.
See Id. at 15 (prayer for relief).
each separately filed Motions to Dismiss, which are pending
before the Court. See Mot. to Dismiss (“FHC
MTD”), ECF No. 10; Mot. to Dismiss (“Ling
MTD”), ECF No. 22. Both Defendants contend that this
Court lacks subject matter jurisdiction because the claim is
unripe for review. See FHC MTD at 23-32; Ling MTD
15-18. Defendants also both assert that they lacked
sufficient contacts with D.C. for this Court to assert
personal jurisdiction over them. See FHC MTD at
32-41, Ling MTD at 18-24. Defendants alternatively assert
that venue is improper, and ask the Court to transfer the
case to a proper venue in the Central District of California
(CACD), where both Defendants reside, abstain from hearing
the Declaratory Judgment Act claims, or stay the case.
See FHC MTD at 29-32, 41-49; Ling MTD at 24-30. Ms.
Ling also seeks dismissal under Rule 12(b)(6) for failure to
state a claim, asserting that the Relman Firm failed to
assert cognizable damages for its anticipatory breach claim.
See Ling MTD at 30-32.
Initial Meeting and Retention
Relman Firm is a civil rights law firm based in Washington
D.C. with a practice group dedicated to litigating fair
housing matters. See Compl. ¶ 20. Defendant FHC
is a three-employee non-profit that operates in Panorama
City, CA and investigates housing discrimination complaints
and finds fair housing solutions for disabled and low-income
individuals in the Los Angeles area. See Kinlaw
Decl. (“Kinlaw 1st Decl.”). ¶ 2, ECF No.
February 11, 2010, Michael Allen, a Relman partner based in
Washington D.C., travelled to an annual Fair Housing Laws and
Litigation Conference (“2010 Fair Housing
Conference”) in San Diego, CA to make a presentation
about a successful False Claims Act (“FCA”)
matter that the Relman Firm had initiated. See Allen
Decl. (“Allen 1st Decl.”) ¶ 6, ECF No. 14-1.
Defendant FHC's Executive Director, Sharon Kinlaw, was
one of the principal organizers of the conference. See
Id. During the conference, Mr. Allen met Ms. Kinlaw and
Ms. Ling and discussed potential fair housing and disability
rights violations and the nature of the Relman Firm's
work. See Id. ¶ 9. The parties dispute who
solicited whom at the conference. For several months after
the conference, the parties communicated through telephone,
email, and mail regarding investigations into potential
violations of fair housing law by Los Angeles and its
Community Redevelopment Agency. See Kinlaw 1st Decl.
¶¶ 8-10; Allen 1st Decl. ¶ 15.
via mail and telephone, the parties discussed forming an
attorney-client relationship to litigate a FCA lawsuit.
See Allen 1st Decl. ¶¶ 19-21, Kinlaw Decl.
10. On December 8, 2010, FHC and Ms. Ling retained the Relman
Firm by signing separate, but identical retainer agreements
(collectively, the “Agreements”). See
Compl. ¶ 23. The Relman Firm mailed the Agreements to
the parties, and neither FHC nor Ms. Ling traveled to the
District to execute the Agreements. See Allen 1st
Decl. ¶¶ 21, 25-26; Kinlaw 1st Decl. ¶ 13;
Ling Decl. ¶ 15.
Agreements state that the Relman Firm “is entitled to
its reasonable attorney's fees” and certain costs,
“[i]n the event relief is obtained.” FHC Retainer
Agreement 2, ECF 10-3; Ling Retainer Agreement at 2. If the
litigation is resolved by settlement or an offer of judgment
that does not separately address the provision of fees, the
Agreements entitle the Relman Firm to one-third of a monetary
award, or its actual fees and costs, whichever is greater.
See Id. If the litigation is resolved by a summary
judgment ruling or a trial at which FHC or Ms. Ling prevails,
the Relman Firm is entitled to one-third of the monetary
award, plus costs, or the court's award of fees and
costs, whichever is greater. See Id. If FHC or Ms.
Ling does not prevail in the litigation, the clients are not
responsible for the Relman Firm's fees, and are
responsible only for costs. See Id. The Agreements
define reimbursable costs to include “duplicating
costs, telephone charges, postage, travel, computer research,
filing fees, deposition costs, and the like.” See
Id. at 3.
The Relman Firm's Representation of FHC and Ms.
being hired, the Relman Firm investigated the City of Los
Angeles's and a California agency's alleged failure
to comply with Section 504 of the Rehabilitation Act and the
Fair Housing Act. See Compl. ¶ 29. The Relman
Firm memorialized its investigation in a disclosure statement
to the U.S. Department of Justice on January 28, 2011.
See Id. ¶ 30. Subsequently, the Relman Firm
filed a FCA suit (“the FCA Litigation”) on behalf
of the Defendants on February 1, 2011 in the CACD.
Id. ¶ 31. Four Relman attorneys - two of whom
were not barred in Washington D.C. - represented the
Defendants and entered their appearances in the FCA
Litigation. See FHC MTD at 11 n.1, 13; id.,
Ex. 3 (ECF Docket, No. 11-cv-00974 (CACD) (“FCA CACD
Docket”). The case remained under seal for more than
six years, but the Relman Firm regularly consulted with
government counsel regarding legal analysis and factual
evidence including architectural site surveys, expert
reports, and deposition transcripts. See
Compl. ¶¶ 32-33. During that six-year
period, the Relman Firm developed the evidence and legal
theories to support the claims against Los Angeles and the
California agency and prepared to litigate the matter if DOJ
declined to intervene in the case. See Id. ¶ 5.
FHC's and Ms. Ling's Termination of the Relman
December 18, 2016, Ms. Kinlaw terminated the Relman Firm as
counsel for FHC in the FCA Litigation via email and accused
the Relman Firm of unethical conduct. See Compl.
¶ 35; Pl.'s Opp'n to FHC, Ex. E (FHC Termination
Email), ECF No. 14-6. Later, FHC's lawyers emailed the
Relman Firm's lawyers to void FHC's Agreement with
the Relman Firm. See Compl. ¶ 36; Pl.'s
Opp'n to FHC, Ex. F (FHC Void Letter), ECF No. 14-7.
Ling also terminated the Relman Firm via email and
subsequently mailed a letter to void the Agreement. See
id., Ex. D (Dec. 19, 2016 Email from Mei Ling), ECF No.
14-5; id., Ex. G (April 30, 2018 Letter from Mei
Ling's Counsel “Voiding” Contract), ECF No.
14-8. Ms. Ling contended that her termination of the
relationship with the Relman Firm terminated “any
contingency agreement with Relman, Dane and Colfax.”
Compl. ¶ 48. In a filing in the FCA Litigation, Ms. Ling
asserted that the Relman Firm had “forfeited any fee to
which it may have been entitled by breaching its fiduciary
duty to Ms. Ling.” Id. ¶ 9.
The Government's Intervention in the FCA
2017, the federal government intervened in the FCA
Litigation. See Id. ¶¶ 38- 39. The Relman
Firm contends that the evidence it uncovered factored into
the government's decision to intervene. See Id.
¶¶ 39-41. Once the government intervened and took
control over the litigation, little work remained for the
Relman Firm to perform. See Id. ¶ 41 (citing
Boese, John T., The Department of Justice's Role, in
Civil False Claims and Qui Tam Actions § 4.05). In
the FCA Litigation, the government seeks damages exceeding $2
billion, and the relators (FHC and Ms. Ling) would be
entitled to 15-25% of the proceeds in the action.
See Compl. ¶ 44 (citing 31 U.S.C.
Relman Firm filed its Complaint in this Court on March 1,
2018. See id. The complaint seeks to enforce the
Agreements. See Id. ¶ 1. Specifically, the
Relman Firm alleges that Defendants' repudiation of their
relationship with the Relman Firm while the FCA Litigation
remained pending constituted an anticipatory breach of the
Agreements, thereby depriving the firm of the legal fees due
under the Agreements' contingency fee arrangement.
See Id. ¶¶ 67-68. The complaint seeks a
declaratory judgment that Defendants have anticipatorily
breached their contract with the Relman Firm and that
Defendants' “payment obligations under the retainer
agreements with the Relman Firm remain in full force and
effect.” Id. ¶ 11.
filed a Motion to Dismiss on April 10, 2018. See FHC
MTD. On May 9, 2018, District Judge Trevor N. McFadden
referred this matter to Magistrate Judge Robin M. Meriweather
for full case management up to but excluding trial.
See 05/09/2018 Min. Order. Subsequently, Ms. Ling
filed a Motion to Dismiss on June 26, 2018. See Ling
20, 2018, FHC filed a notice related to a jurisdictional
challenge to “mandatory fee arbitration
proceedings” between FHC and the Relman Firm before the
Los Angeles Bar Association Dispute Resolution Services, Inc.
Fee Arbitration Program. See Notice of Related
Ruling, ECF No. 21. The arbitrator's June 8, 2018 ruling
overruled the Relman Firm's jurisdictional challenges,
finding that the arbitration program had jurisdiction to hear
the matter. See id., Ex. A (Ruling by Los Angeles
Co. Bar Ass'n) 4-7, ECF No. 21-1.
Litigation continues to be litigated in the Central District
of California. See generally Docket, United
States v. City of Los Angeles, No. 2:11-cv-00974-PSG-JC
(CACD). On July 25, 2019, the Relman Firm filed a
supplemental notice advising the Court that the City of Los
Angeles had unsuccessfully moved to dismiss the
Government's amended complaint, and that the Community
Redevelopment Agency of the City of Los Angeles
(“CRACLA”), a defendant in the FCA Litigation,
had reached an agreement to settle with the Government which
was being finalized. See Pl.'s Not. Supp. Auth.
at 2; United States v. City of Los Angeles, No.
2:11-cv-00974, 2019 WL 3213581, *3-4 (C.D. Cal. July 15,
2019). In response, FHC advised the Court that Ms. Ling did
not join the settlement with CRACLA and has challenged the
proposed settlement. See Def. FHC's Resp. Supp.
Auth. ¶ 4.
Subject Matter Jurisdiction - Rule 12(b)(1)
review challenges to the ripeness of a case under Federal
Rule of Civil Procedure 12(b)(1), which requires courts to
dismiss claims over which they lack subject-matter
jurisdiction. See Sierra Club v. U.S. Dep't of
Energy, 825 F.Supp.2d 142, 154 (D.D.C. 2011); see
also Fed. R. Civ. P. 12(b)(1). The party invoking
federal jurisdiction bears the burden of establishing by a
preponderance of the evidence that the court has subject
matter jurisdiction. Lujan v. Defenders of Wildlife,
504 U.S. 555, 561 (1992). “Because Rule 12(b)(1)
concerns a court's ability to hear a particular claim,
the court must scrutinize the plaintiff's allegations
more closely . . . than it would under a motion to dismiss
pursuant to Rule 12(b)(6).” Barry Farm Tenants v.
D.C. Housing Auth., 311 F.Supp.3d 57, 63 (D.D.C. 2018).
The Court may resolve a Rule 12(b)(1) motion based on the
complaint, or, “where necessary, the court may consider
the complaint supplemented by the undisputed facts evidenced
in the record, or the complaint supplemented by undisputed
facts plus the court's resolution of disputed
facts.” Coalition for Underground Expansion v.
Mineta, 333 F.3d 193, 198 (D.C. Cir 2003); see also
Herbert v. Nat'l Acad. of Sciences, 974
F.2d 192, 197 (D.C .Cir. 1992) (noting that district courts
may consider materials outside the pleadings when reviewing
motions to dismiss for lack of jurisdiction). The Court must
nonetheless “treat the complaint's factual
allegations as true . . . and must grant plaintiff[s] the
benefit of all inferences that can be derived from the facts
alleged.” Sparrow v. United Air Lines, Inc.,
216 F.3d 1111, 1113 (D.C. Cir. 2000) (internal citations
omitted); see also Jerome Stevens Pharms., Inc. v.
FDA, 402 F.3d 1249, 1253 (D.C. Cir. 2005).
Personal Jurisdiction - Rule 12(b)(2)
12(b)(2) “authorizes a motion to dismiss based upon the
traditional defense that the court lacks jurisdiction over
the defendant's person, which raises a question as to
whether the controversy or defendant has sufficient contact
with the forum to give the court the right to exercise
judicial power over defendant.” Wiggins v. Equifax
Inc., 853 F.Supp. 500, 501 (D.D.C. 1994) (citation
omitted); see also Fed. R. Civ. P. 12(b)(2).
plaintiff bears the burden of establishing personal
jurisdiction over each defendant “by the preponderance
of the evidence.” Shapiro, Lifschitz & Schram,
P.C. v. Hazard, 90 F.Supp.2d 15, 20 (D.D.C. 2000);
see also Crane v. N.Y. Zoological Soc'y, 894
F.2d 454, 455-56 (D.C. Cir. 1990). The plaintiff “must
allege specific acts connecting the defendant with the
forum.” Thompson Hine LLP v. Smoking Everywhere
Inc., 840 F.Supp.2d 138, 141 (D.D.C. 2012) (citing
Second Amendment Found. v. U.S. Conference of
Mayors, 274 F.3d 521, 524 (D.C. Cir. 2001)). When
reviewing a 12(b)(2) motion, the court may consider materials
outside of the pleadings, including declarations and evidence
produced during jurisdictional discovery. See Frost v.
Catholic Univ. of Am., 960 F.Supp.2d 226, 231 (D.D.C.
2013); see also Artis v. Greenspan, 223 F.Supp.2d
149, 152 (D.D.C. 2002). Factual discrepancies should be
resolved in favor of the plaintiff. See Crane, 894
F.2d at 455-56. However, the Court need not treat all of the
plaintiff's jurisdictional allegations as true. See
United States v. Philip Morris Inc., 116 F.Supp.2d 116,
120 n. 4 (D.D.C. 2000). “Instead, the court may receive
and weigh affidavits and any other relevant matter to assist
it in determining the jurisdictional facts.” In re
Papst Licensing, 590 F.Supp.2d at 98 (internal quotation
marks and citation omitted).
Failure to State A Claim - Rule 12(b)(6)
motion to dismiss under Federal Rule of Civil Procedure
12(b)(6) “tests the legal sufficiency of a
plaintiff's complaint.” Herron v. Fannie
Mae, 861 F.3d 160, 173 (D.C. Cir. 2017); see also
Browning v. Clinton, 292 F.3d 235, 242 (D.C. Cir. 2002).
To survive such a motion, “a complaint must contain
sufficient factual matter, accepted as true, to ‘state
a claim to relief that is plausible on its face.'”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570
(2007)); see also Fed. R. Civ. P. 8(a)(2). A
complaint states a facially plausible claim if the facts
alleged “allow the court to draw the reasonable
inference that the defendant is liable for the misconduct
alleged.” Iqbal, 556 U.S. at 678.
“[L]abels and conclusions, ” or “threadbare
recitals of the elements of a cause of action, supported by
mere conclusory statements, do not suffice.”
reviewing a Rule 12(b)(6) motion, “the complaint is
construed liberally in plaintiff's favor, and the Court
should grant plaintiff ‘the benefit of all inferences
that can be derived from the facts alleged.'”
Redding v. District of Columbia, 828 F.Supp.2d 272,
278 (D.D.C. 2011) (quoting Kowal v. MCI Commc'ns
Corp., 16 F.3d 1271, 1276 (D.C. Cir. 1994)). The Court
does not, however, accept “inferences drawn by
plaintiffs if such inferences are unsupported by the facts
set out in the complaint.” Browning, 292 F.3d
at 242 (quoting Kowal, 16 F.3d at 1275); see
also Redding, 828 F.Supp.2d at 278. Further, the
presumption of truth accorded to the complaint applies only
to factual allegations, not legal conclusions. See
Iqbal, 566 U.S. at 678 (“[T]he tenet that a court
must accept as true all of the allegations contained in a
complaint is inapplicable to legal conclusions.”);
see also Harris v. D.C. Water and Sewer Auth., 791
F.3d 65, 68 (D.C. Cir. 2015) (quoting Iqbal, 566
U.S. at 678). As part of its review, the Court may consider
documents attached to the complaint and “matters of
which we may take judicial notice.” Parks v. Giant
of Md., LLC, 295 F.Supp.3d 5, 8 (D.D.C. 2018) (quoting
EEOC v. St. Francis Xavier Parochial Sch., 117 F.3d
621, 624 (D.C. Cir. 1997)).
defendants contend that the complaint should be dismissed for
lack of subject matter and personal jurisdiction.
Defendants' challenge to the Court's subject matter
jurisdiction concerns the ripeness of Relman's claims.
See FHC MTD at 23-32; Ling MTD 15-18. Defendants
base their challenge to the Court's personal jurisdiction
on their assertion that they lack sufficient contact with the
District to be subject to suit in this Court. See
FHC MTD at 32- 41; Ling MTD at 18-24. As an alternative to
dismissing the action for lack of subject matter
jurisdiction, Defendants ask the Court to abstain from
hearing, stay, or transfer the case to the Central District
of California (CACD), where both Defendants reside.
See FHC MTD at 29-32, 41-49; Ling MTD at 24-30. Ms.
Ling also seeks dismissal under Rule 12(b)(6) for failure to
state a claim, asserting that Relman failed to assert
cognizable damages for its anticipatory breach claim.
See Ling MTD at 30-32. The Court will analyze each
argument in turn below.
THE RELMAN FIRM'S CLAIMS ARE RIPE FOR
contend that the Court should dismiss the complaint for lack
of subject matter jurisdiction because the Relman Firm's
claims are unripe. See FHC MTD at 14-20; Ling MTD
15-18. Defendants admit that they terminated their respective
Agreements with the Relman Firm, but state that this suit is
premature because the fees are contingent upon future events
that have not occurred and may never occur, and thus the
Relman Firm is not currently entitled to recover any fees or
costs under the Agreements. See FHC MTD at 15-19;
Ling MTD at 9-10, 17. The Relman Firm counters that its
claims are ripe because Defendants have unequivocally
expressed their intent to repudiate the Agreements, and that
the parties' dispute regarding the enforceability of the
Agreements presents a live and justiciable controversy.
See Pl.'s Opp'n to FHC at 16-19; Pl.'s
Opp'n to Ling at 16-19. In a supplemental filing, the
Relman Firm further asserts that a pending settlement between
FHC and one defendant in the FCA Litigation confirms the
ripeness and non-speculative nature of the claims the Relman
Firm has raised here. See Pl.'s Supp. Auth. at
is a justiciability doctrine . . . drawn both from Article
III limitations on judicial power and from prudential reasons
for refusing to exercise jurisdiction . . .”
Nat'l Park Hospitality Ass'n v. Dep't of the
Interior, 538 U.S. 803, 807-08 (2003) (internal
citations and quotation marks omitted). The constitutional
component of ripeness requires that the party seeking
judicial review demonstrate that there is “an injury in
fact [that is] certainly impending.” Perry Capital
LLC v. Mnuchin, 864 F.3d 591, 632 (D.C. Cir. 2017).
Thus, a claim is “not ripe for adjudication if it rests
upon contingent future events that may not occur as
anticipated, or indeed may not occur at all.” Texas
v. United States, 523 U.S. 296, 300 (1998) (citations
omitted). “The controversy must be definite and
concrete, touching the legal relations of parties having
adverse legal interests . . . It must be a real and
substantial controversy admitting of specific relief through
a decree of a conclusive character, as distinguished from an
opinion advising what the law would be upon a hypothetical
state of facts.” Aetna Life Ins. Co. v.
Haworth, 300 U.S. 227, 240-241 (1937). In essence,
“if a plaintiff's claim . . . depends on future
events that may never come to pass, or that may not occur in
the form forecasted, then the claim is unripe.”
Devia v. Nuclear Regulatory Comm'n, 492 F.3d
421, 425 (D.C. Cir. 2007). The prudential aspect of ripeness
requires courts to evaluate “(1) the fitness of the
issues for judicial decision and (2) the hardship to the
parties of withholding court consideration.” Perry
Capital LLC, 864 F.3d at 632; accord Kaufman v.
Nielsen, 896 F.3d 475, 483 (D.C. Cir. 2018);
Conservation Force v. Jewell, 733 F.3d 1200 (D.C.
fact that the Relman Firm seeks relief under an anticipatory
breach of contract theory affects the application of the
ripeness doctrine to this case. “[I]f a performing
party unequivocally signifies its intent to breach a
contract, the other party may seek damages immediately under
the doctrine of anticipatory repudiation.” Jankins
v. TDC Management Corp., 21 F.3d 436, 443 (D.C. Cir.
1994). Essentially, “anticipatory breach is ‘a
doctrine of accelerated ripeness' because ‘it gives
the plaintiff the option to have the law treat the promise to
breach [or the act rendering performance impossible] as a
breach itself.” Perry Capital, 864 F.3d at
632-33 (D.C. Cir. 2017) (citing Homeland Training Ctr.,
LLC v. Summit Point Auto. Research Ctr., 594 F.3d 285,
294 (4th Cir. 2010) (citing Franconia Assocs. v.
U.S., 536 U.S. 129, 143 (2002)). See generally New
York State Teamsters Conf. Pension & Retirement
Fund, 591 F.2d 953, 957 (D.C. Cir. 1979) (“Under
traditional doctrine, repudiation constitutes a breach of
contract even though made in advance of the time performance
is due.”). Thus, an anticipatory breach claim becomes
prudentially ripe “immediately upon repudiation.”
Perry Capital, 864 F.3d at 633.
motions ignore the accelerated ripeness of anticipatory
breach claims, mistakenly presuming that the Relman
Firm's claims would only ripen when fees are due,
i.e. at the conclusion of the FCA Litigation if
Defendants prevail and obtain monetary relief. To the
contrary, the fact that the FCA Litigation remains pending,
and no attorney's fees or costs are yet due, does not
render the Relman Firm's anticipatory breach of contract
claim unripe. Defendants' repudiation of the Agreement is
the alleged breach, thereby providing the requisite tangible
injury-in-fact. See Perry Capital, 864 F.3d at
incorrectly asserts that the Relman Firm has abandoned its
anticipatory breach claim and that the Court must therefore
evaluate ripeness solely by reference to the Relman
Firm's request for declaratory relief in Count I of the
complaint, which seeks relief under the Declaratory Judgment
Act. See FHC MTD at 28-29. Although the Relman Firm
focuses on its claims for declaratory relief in its response
to FHC's ripeness arguments, the complaint expressly
raises an anticipatory breach of contract claim and alleges
that FHC and Ms. Ling have repudiated the Agreement.
See Compl. ¶¶ 66-68. The Relman Firm
invokes those claims in its opposition to the motion to
dismiss, and thus cannot be said to have abandoned that
theory of relief. See Pl.'s Opp'n to FHC at
17-19; Opp'n to Ling at 22-23.
parties' dispute about the continued enforceability of
the Agreements, and the effect of Defendants' alleged
repudiation of the Agreements, presents a live controversy
for the court to resolve. The Relman Firm asserts that it
“has fully performed or tendered all performance
required under the Agreements, and [Defendants] have
unequivocally repudiated, without basis, their obligations to
pay the Relman Firm . . . [which will and has caused the
Relman Firm to] suffer general and consequential damages . .
.” Compl. ¶¶ 66-68. Defendants disagree. FHC
admits that it terminated its contract with the Relman Firm,
see FHC MTD at 12, but asserts that the Relman
Firm's alleged misconduct voided the entire Agreement.
See FHC MTD 17-18. Ms. Ling also accuses the Relman
Firm of misconduct and contends that the Relman Firm has
suffered no damages and thus has no viable claim because the
Agreement can only be enforced once a contingency fee could
be collected (i.e., if Ms. Ling prevails and
recovers a monetary award in the California litigation).
See Ling MTD at 16-17, 30-31. If the pending
settlement between FHC and CRCLAC is implemented, the parties
likely will dispute whether the Relman Firm is entitled to
receive a portion of the settlement as compensation for its
prior representation of FHC. See Pl.'s Not.
Supp. Auth. at 1-2. These disagreements present legal
disputes regarding whether FHC and Ms. Ling improperly
breached their contracts or were justified, whether the
contract was voided, when the Relman Firm's entitlement
to fees arises and whether the entitlement to fees survives
the termination of the Agreements. Thus, there is a live
controversy regarding the enforceability of the Agreements
that requires judicial interpretation and application of
appear to merge their merits defense into the ripeness
arguments, suggesting that the Court lacks jurisdiction
because the Relman Firm has no viable anticipatory breach
claim as the conditions that would trigger payment of the
contingent fee have not yet arisen and Relman has not yet
suffered damages. See FHC MTD at 28-29; Ling MTD at
16-17, 30-31. However, the 12(b)(1) jurisdictional analysis
does not turn on the merits of the Plaintiff's
allegations. See Best v. Kelly,39 F.3d 328, 331
(D.C. Cir. 1994) (“Dismissals under Rule 12(b)(1) are
not adjudications on the merits, dismissals under 12(b)(6)
are.”) (citing Fed.R.Civ.P. 41(b)); see Perry,
864 F.3d at 633 (noting that the Court's “holding
that the claims are ripe sheds no light on the merit of ...