National Railroad Passenger v. Veolia Transportation Services, Inc.
791 F. Supp. 2d 33
D.D.C.2011Background
- Amtrak sues Veolia for aiding and abetting fiduciary breaches by three former Amtrak employees and for tortious interference with Amtrak's prospective Tri-Rail contract in South Florida.
- RFP for Tri-Rail Operations Contract in 2006–2007 set stringent Key Management Team qualifications; Veolia and Amtrak were the two bidders.
- Veolia recruited Amtrak employees for its bid; several contingent offers were extended to Amtrak personnel who later appeared on Veolia's bid.
- Amtrak submitted its own Tri-Rail proposal with a separate Key Management Team; Veolia’s bid scored higher primarily on price, with similar qualifications.
- Amtrak was notified on January 24, 2007 that Veolia won; Amtrak protested and obtained Veolia’s bid showing Amtrak employees’ names.
- Amtrak seeks partial summary judgment on Count I; Veolia cross-moves for summary judgment on Counts I and II; the court denies both motions.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Exhaustion of administrative remedies applicable | Amtrak not required to exhaust Florida remedies for private-party claims | Exhaustion required under Florida bidding protest framework | Florida exhaustion not required; denial of summary judgment on this basis |
| Whether Veolia aided and abetted fiduciary breaches by Amtrak employees | Employees owed fiduciary duties; Veolia knowingly aided breaches and aided in submitting Veolia bid | Genuine issues of material fact exist; scope and breach contested; knowledge and substantial assistance disputed | Material facts exist; no summary judgment for either side on Count I |
| Whether Veolia tortiously interfered with Amtrak's economic expectancy (Count II) | Amtrak had a valid business expectancy in winning the Tri-Rail contract; Veolia interfered | Amtrak's expectancy invalid or too speculative; privilege of competition and lack of causation | Genuine issues of material fact; denial of summary judgment on Count II |
Key Cases Cited
- Radio TV Reports, Inc. v. Ingersoll, 742 F. Supp. 19 (D.D.C. 1990) (fiduciary loyalty breached when competing bid arises)
- Mercer Mgmt. Consulting, Inc. v. Wilde, 920 F. Supp. 219 (D.D.C. 1996) (preparation vs. breach of loyalty before termination)
- Halberstam v. Welch, 705 F.2d 472 (D.C.Cir. 1983) (knowledge and intent in aiding and abetting liability)
- Aetna Cas. & Sur. Co. v. Leahey Constr. Co., 219 F.3d 519 (6th Cir. 2000) (knowledge and substantial assistance may be shown circumstantially)
- Browning v. Clinton, 292 F.3d 235 (D.C.Cir. 2002) (elements of tortious interference with economic advantage)
- Ellsworth Assocs., Inc. v. United States, 917 F. Supp. 841 (D.D.C. 1996) (reasonableness of expectancy; lost-profits damages context)
- Iconco v. Jensen Constr. Co., 622 F.2d 1291 (8th Cir. 1980) (whether disappointed bidder has viable expectancy)