Sabre International Security v. Torres Advanced Enterprise Solutions, Inc.
820 F. Supp. 2d 62
D.D.C.2011Background
- Sabre, a private Iraqi security company, sues Torres, a Virginia LLC, over TWISS I and TWISS II contracts relating to security services for U.S. government bases in Iraq.
- TWISS I contract was novated on December 30, 2009 to make Torres the prime contractor and Sabre the subcontractor to satisfy Secret Facility Clearance requirements.
- The APA and annexes allegedly included a Sabre services subcontract and a Sabre lease for equipment, with Sabre claiming pre-novation pricing rights under these documents.
- Sabre alleges Torres breached post-novation payment obligations and failed to issue Subtask Orders under the APA framework, causing unpaid invoices.
- Sabre and Torres also formed a Teaming Agreement for TWISS II; Sabre alleges pricing proposals were incorporated into Torres’ TWISS II Task Order Proposals and that Notices to Proceed bound Torres to Sabre’s pricing.
- Torres moves to dismiss the TWISS I claims for lack of contractual basis and for inadequate equitable relief, and moves to dismiss or limit TWISS II claims pending discovery.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Contractual basis for pre-novation payments | Sabre alleges Annexes formed part of APA, supporting pre-novation rates. | APA is silent on pre-novation pricing and annexes were not executed as contracts. | Sabre adequately alleged existence of a contractual basis. |
| Equitable relief for TWISS I | Equitable relief is needed to enforce APA terms and safeguard Sabre’s payments. | Sabre has adequate legal remedies; equitable relief not warranted. | Counts 11-14 dismissed for lack of entitlement to equitable relief; adequate remedy at law exists. |
| TWISS II Count 1 and 2 viability | Constructive trust and injunctive relief are needed; Counts 1-2 assert equitable remedies and damages for pricing. | Adequate legal remedies may exist; relief should be limited without showing injunctive necessity. | Counts 1-2 survive dismissal; issues of remedy and facts remain for trial. |
| Pricing for TWISS II invoices – implied contract | Sabre provided pricing in its scope and Torres accepted it via Notice to Proceed and proposal incorporation. | Notices to Proceed do not prove pricing acceptance; no Subtask Orders issued. | Implied-in-fact contract theory adequately alleged; summary judgment denied at this stage. |
| Tortious interference claims (Counts 9-10) viability | Torres deliberately interfered with Sabre’s future economic relationships and business relations. | Claims fail without stronger showing of intent and causation. | Counts 9-10 survive dismissal; no summary judgment on these counts. |
Key Cases Cited
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (pleading must be plausible, not merely possible)
- Ashcroft v. Iqbal, 556 U.S. 662 (2009) (surface-level allegations insufficient; must plead factual content)
- Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (1986) (mere metaphysical doubt insufficient for summary judgment)
- Liberty Lobby, Inc. v. Liberty Lobby, Inc., 477 U.S. 242 (1986) (credibility and weighing of evidence are jury functions at summary judgment)
- Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133 (2000) (credibility determinations are jury functions at summary judgment)
- Kakaes v. George Washington Univ., 790 A.2d 581 (D.C.2002) (equitable relief not granted where complete and adequate remedy at law exists)
- Armenian Assembly of Am., Inc. v. Cafesjian, 597 F. Supp. 2d 128 (D.D.C.2009) (unjust enrichment claims may survive contract disputes when contract validity is uncertain)
- Celotex Corp. v. Catrett, 477 U.S. 317 (1986) (summary judgment standard: movant must show absence of material fact)
- Liberty Lobby v. Liberty Lobby, Inc., 477 U.S. 242 (1986) (as above)
- Richardson v. J.C. Flood Co., 190 A.2d 259 (D.C.1963) (express contracts defined; implied-in-fact contracts formed by conduct)