857 F. Supp. 2d 97
D.D.C.2012Background
- Sabre, a private Iraqi security company, sues Torres for breach of contract, fiduciary/trust duties, unjust enrichment, and tortious interference.
- Sabre won the TWISS I contract on Sept. 27, 2007 and entered a Nov. 2007 subcontracts with Torres to provide personnel with U.S. security clearances.
- In 2009, the government required a Secret FCL, which Sabre could not obtain as a non-U.S. company, leading to a novation so Torres became the prime contractor under the TWISS I contract.
- The novation (Dec. 30, 2009) included annexes: an Sabre Services Subcontract and an equipment lease; Sabre claims entitlement to pre-novation rates and timely subtask orders.
- Factually, the Government approved the novation on Feb. 5, 2010, and Torres later asserted Sabre breached the Teaming Agreement in May 2010, terminating the Teaming Agreement in June 2010.
- Sabre and Torres also formed a Teaming Agreement (Aug. 6, 2009) for TWISS II; Torres alleges Sabre breached by failing to provide timely information and by discouraging bids, leading to Torres’ counterclaims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| ADR clause effect on counterclaims | Sabre: Section 7 mandates ADR before any litigation | Torres: Section 7 is a pre-litigation condition | Section 7 applies only before formal litigation; counterclaims not dismissed |
| Tortious interference sufficiency of intent | Sabre: counterclaim relies on ordinary allegations | Torres: claims show intentional interference | Count for tortious interference dismissed for lack of alleged intent |
Key Cases Cited
- Twombly, 550 U.S. 544 (U.S. 2007) (pleading must show plausible claim, not mere speculation)
- Iqbal, 556 U.S. 662 (U.S. 2009) (pleadings must contain plausible facts supporting claim)
- Marra v. Papandreou, 59 F. Supp. 2d 65 (D.D.C. 1999) (contract terms govern, ambiguity for surface-level disputes)
- Patterson v. District of Columbia, 795 A.2d 681 (D.C. 2002) (contract interpretation and ambiguity standards in D.C. law)
- Dist. No. 1-Pac. Coast Dist. v. Travelers Cas. & Sur. Co., 782 A.2d 269 (D.C. 2001) (ambiguity defined by reasonable alternative constructions)
- Holland v. Hannan, 456 A.2d 807 (D.C. 1983) (ambiguity and contract interpretation framework)