UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
SABRE INTERNATIONAL SECURITY,
Plaintiff,
v. Civil Action No. 11-806 (GK)
(sealed)
TORRES ADVANCED ENTERPRrSE
SOLUTIONS, LLC, et al.,
Defendants.
MEMORANDUM OPINION
Sabre International Security ("Sabre") has sued its former
business partner, Torres Advanced Enterprise Solutions, LLC
("Torres") and three of its current and former officers, Jerry
Torres ("Jerry Torres"), Rebekah Dyer ("Dyer"), and Kathryn
Jones ("Jones") (collectively, the "Individual Defendants"), for
breach of contract, tortious interference with business
relations, and conversion of property.
This matter is before the Court on the Individual
Defendants' Motions for Summary Judgment [Dkt. Nos. 377, 407,
and 408]. Upon consideration of the Motions, Oppositions [Dkt.
Nos. 384, 431, & 432] and Replies [Dkt. Nos. 404, 435, and 436],
and the entire record herein, and for the reasons set forth
below, Jones' Motion shall be granted, and the Motions of Dyer
and Jerry Torres shall be denied.
I. BACKGROUND
A. Factual Background1
For purposes of the instant Motions, the facts can be
briefly stated. Sabre and Torres are private security
contractors providing security services to various entities
around the world, including the United States Government.
Individual Defendant Jerry Torres is Torres' Chief Executive
Officer ("CEO") and sole shareholder. Individual Defendant Dyer
previously served as Torres' Vice President and Chief Operating
Officer ("COO") . She left the company in 2013. Individual
Defendant Jones previously served as Torres' Chief Financial
Officer ("CFO"). She left the company in January 2011.
1
The factual and procedural background in this case has been set
forth in great detail in the Court's Memorandum Opinions of
January 30, 2014 [Dkt. No. 288], June 16, 2014 [Dkt. No. 359],
and August 20, 2014 [Dkt. No. 373], and the Court's Memorandum
Order of August 21, 2014 [Dkt. No. 376]. See generally Sabre
Int'l Sec. v. Torres Advanced Enter. Solutions, LLC, No. 11-806,
2014 WL 341071 (D.D.C. Jan. 30, 2014) ("Sabre tii"), appeal
dismissed, No. 14-7026, 2014 WL 1378771 (D.C. Cir. Apr. 3,
2014); Sabre Int'l Sec. v. Torres Advanced Enter. Solutions,
LLC, No. 11-806, 2014 WL 3859164 (D.D.C. June 16, 2014) ("Sabre
IV"); Sabre Int'l Sec. v. Torres Advanced Enter. Solutions, LLC,
No. 11-806, 2014 WL 4162236 (D.D.C. Aug. 21, 2014) ("Sabre VI").
Familiarity with these prior decisions is assumed. The facts in
this Memorandum Opinion are taken from the pleadings, the
parties' briefs, and the parties' Statements of Undisputed
Material Facts ("SOMFs") submitted pursuant to Local Civil Rule
7(h). The facts are undisputed unless otherwise stated.
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Between 2007 and 2010, Sabre and Torres partnered as prime
contractor and subcontractor to perform site-specific security
'
contracts for the United States Government at military
installations in Iraq. Each of these security contracts was
known as a "Task Order." The parties' relationship in competing
for and performing these Task Orders was governed by a series of
contracts, the most relevant of which is known as the "Teaming
Agreement."
On December 2, 2009, the Government awarded the Torres-
Sabre Team a Task Order at Joint Security Station ("JSS") Shield
in Iraq. This Task Order had a base period of performance of
one year - extending from January 1, 2010, through December 31,
2010 and two six-month option periods. The Government
exercised both options and subsequently modified the Task Order
to provide for an additional extension. As a result of these
extensions, the Team did not conclude its performance at JSS
Shield until March 31, 2012.
Under the Teaming Agreement, the parties agreed that Sabre
would provide "all Site materials, Site equipment, Site supplies
and Site life support required for performance" of each Task
Order and that, upon conclusion of each Task Order, Torres would
"release and return to Member's (Sabre['s]) possession and
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control all such equipment, supplies and facilities . . in the
same condition as originally provided, fair wear and tear
excepted." Teaming Agreement § 6.1(B) (1) [Dkt. No. 22-2].
Pursuant to this provision, Sabre provided the Team's "life
support area" ("LSA") equipment at JSS Shield.
The Court has already found in a separate Summary Judgment
Opinion [Dkt. No. 373] and for purposes of the present
Motions, it appears to be undisputed - that, upon the conclusion
of the JSS Shield Task Order, Torres did not return this
equipment to Sabre but instead sold it to a third party named
Mohammed Hussan for $150,000, and retained the proceeds. See
Jones' Mot. at 4-5; Dyer's Mot. at 6; J. Torres' Mot. at 4-7.
Sabre claims that the three Individual Defendants directed,
consented to, or otherwise participated in Torres' decision to
sell its property to Mr. Hussan. The Individual Defendants deny
any such involvement and claim that the decision to sell Sabre's
property was made, without their knowledge or consent, by Robert
Lewis, a Senior Program Manager working out of Torres' Virginia
headquarters who left Torres' employment in January 2013.
Dyer's Mot. at u-7, 8. 2
2
Sabre claims that Defendants never identified Lewis as a person
with information about this lawsuit. Pl.'s Opp'n to Dyer's Mot.
at 4 n. 3. Dyer counters that Defendants were not required to
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B. Procedural Background
On April 29, 2011, Sabre filed this lawsuit against Torres
for breach of contract and related torts. In October 2013,
Sabre filed a First Amended Complaint ("FAC") [Dkt. No. 242].
The FAC added seven new claims against Torres and the Individual
Defendants, including, as relevant here, a claim for conversion
of the life support equipment Sabre supplied at JSS Shield.
On January 30, 2014, the Court granted Torres' Motion to
Dismiss all of the new counts asserted in the FAC except for the
conversion claim. See generally Sabre III, 2014 WL 341071, at
*3-9. On August 20, 2014, the Court granted summary judgment to
Sabre against Torres on the conversion claim. See Mem. Op.,
dated Aug. 20, 2014 ("Summ. J. Op.") [Dkt. No. 373] . 3 On August
21, 2014, the Court granted judgment on the pleadings for the
supplement their interrogatory responses with such information
because Leggett testified about Lewis at his deposition
(although he did not identify him by name) . The Court shall not
address this dispute as it has not been squarely presented and
its resolution is unnecessary for purposes of the present
Motions.
3
In the same Opinion, the Court granted judgment in Torres'
favor on Counts 3, 4, 7, 8, and 9, which asserted claims for
breach of contract, breach of the implied covenant of good faith
and fair dealing, unjust enrichment, and tortious interference
with prospective economic advantage, but declined to grant
judgment for either party on Sabre's breach of contract claims
in Counts 2 and 5, or its claim for tortious interference with
business relations in Count 10. See generally Summ. J. Op.
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Individual Defendants as to all Counts except the conversion
claim. Sabre VI, 2014 WL 4162236, at *2-5.
On August 22, 2014, Jones filed her Motion for Summary
Judgment on the conversion claim [ Dkt. No. 3 7 7] . On September
8, 2014, Sabre filed its Opposition [Dkt. No. 384]. On
September 12, 2014, Jones filed her Reply [Dkt. No. 404].
On September 18, 2014, Jerry Torres and Dyer filed their
Motions for Summary Judgment on the conversion claim [Dkt.
Nos. 407 and 408]. On October 6, 2014, Sabre filed its
Oppositions [Dkt. Nos. 431 and 432]. On October 17, 2014, Jerry
Torres and Dyer filed their Replies [Dkt. Nos. 435 and 436].
II. LEGAL STANDARDS
A. Standard on Summary Judgment
Summary judgment may be granted only if the pleadings, the
discovery and disclosure materials on file, and any affidavits
show that there is no genuine issue as to any material fact and
that the moving party is entitled to judgment as a matter of
law. See Fed. R. Civ. P. 56(c); Arrington v. United States, 473
F.3d 329, 333 (D.C. Cir. 2006). "A dispute over a material fact
is 'genuine' if 'the evidence is such that a reasonable jury
could return a verdict for the non-moving party.'" Arrington,
473 F.3d at 333 (quoting Anderson v. Liberty Lobby, Inc., 477
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u.s. 242, 248 (1986)). A fact is "material" if it might affect
the outcome of the case under the substantive governing law.
Liberty Lobby, 477 U.S. at 248.
As the Supreme Court stated in Celotex Corp. v. Catrett,
"the plain language of Rule 56(c) mandates the entry of summary
judgment, after adequate time for discovery and upon motion,
against a party who fails to make a showing sufficient to
establish the existence of an element essential to that party's
case, and on which that party will bear the burden of proof at
trial." 477 u.s. 317, 322 (1986). The Supreme Court has
further explained,
[w] hen the moving party has carried its burden under
Rule 56(c), its opponent must do more than simply show
that there is some metaphysical doubt as to the
material facts. Where the record taken as a
whole could not lead a rational trier of fact to find
for the nonmoving party, there is no genuine issue for
trial.
Scott v. Harris, 550 U.S. 372, 380 (2007) (quoting Liberty
Lobby, 477 U.S. at 247-48 and Matsushita Elec. Industrial Co. v.
Zenith Radio Corp., 475 U.S. 574, 586-87 (1986) (internal
quotation marks omitted)).
However, the Supreme Court has also consistently emphasized
that, "at the summary judgment stage, the judge's function is
not . . to weigh the evidence and determine the truth of the
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matter, but to determine whether there is a genuine issue for
trial." Liberty Lobby, 477 u.s. at 249. "Credibility
determinations, the weighing of the evidence, and the drawing of
legitimate inferences from the facts, are jury functions, not
those of a judge" deciding a motion for summary judgment. Id.
at 255.
In deciding a motion for summary judgment, "the court must
draw all reasonable inferences in favor of the nonmoving party,
and it may not make credibility determinations or weigh the
evidence." Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S.
133, 150 (2000). Ultimately, the court must determine "whether
the evidence presents a sufficient disagreement to require
submission to a jury or whether it is so one-sided that one
party must prevail as a matter of law." Liberty Lobby, 477 U.S.
at 251-52.
B. Standard Governing the Personal Liability of the
Individual Defendants
As the Court has recently held in Sabre VI, although
corporate officers are not automatically liable in their
personal capacity for torts committed by the corporation in
which they serve, they also "cannot avoid personal liability for
wrongs committed by the corporation with their knowledge and
with their consent or approval." 2014 WL 4162236, at *3 (citing
-8-
Vuitch v. Furr, 482 A.2d 811, 821 (D.C. 1984)). Consequently,
to hold the Individual Defendants personally liable for Torres'
acts of conversion, Sabre must establish that each Individual
Defendant - acting with knowledge that the equipment at issue
belonged to Sabre "meaningfully participated" in Torres'
decisions not to return such equipment to Sabre at the
conclusion of the JSS Shield Task and to sell it instead. Sabre
VI, 2014 WL 4162236, at *3 (citing Lawlor v. Dist. of Columbia,
758 A.2d 964, 977 (D.C. 2000)).
"'Sufficient [meaningful] participation can exist when
there is an act or omission by the officer which logically leads
to the inference that he [or she] had a share in the wrongful
acts of the corporation which constitute the offense.'" Harvey
v. Mohammed, 841 F. Supp. 2d 164, 179 (D.D.C. 2012) (quoting
Lawlor, 7 58 A. 2d at 977) . Where such evidence exists, "the
precise extent of an officer's "'participation in and
responsibility for the alleged [conversion is] a quintessential
question of fact'" that must be submitted to the jury. Sabre
VI, 2014 WL 4162236, at *3 (quoting Luna v. A.E. Eng'g Servs.,
LLC, 938 A.2d 744, 748 (D.C. 2007)). _ Conversely, if the record,
taken as a whole, could not lead a reasonable jury to conclude
that each Individual Defendant "had a share of the wrongful
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acts," summary judgment is appropriate. Celotex Corp., 477 U.S.
at 322
III. JONES' MOTION
Jones contends that summary judgment must be granted in her
favor because Torres' conversion of the life support equipment
did not take place until mid-2012, more than one year after her
employment with Torres ended. 4 She claims that this timeline
demonstrates that she could not have "meaningfully participated"
in Torres' tortious acts.
Sabre does not dispute that Jones' employment with Torres
ended in January 2011 or that the conversion of property did not
occur until approximately June 2012. See Pl.'s SOMF