72 F. Supp. 3d 121
D.D.C.2014Background
- Sabre and Torres partnered under a Teaming Agreement to perform U.S. government security Task Orders in Iraq; Sabre supplied life support area (LSA) equipment for the JSS Shield Task Order.
- The JSS Shield Task Order ran through March 31, 2012; Torres sold the LSA equipment to a third party (Mohammed Hussan) in or around June 2012 and retained the proceeds.
- Sabre sued Torres and three Torres officers (Jerry Torres, CEO/sole shareholder; Rebekah Dyer, former VP/COO; Kathryn Jones, former CFO) for conversion and related claims; prior rulings left the conversion claim against Torres and the Individual Defendants for resolution.
- To impose personal liability on corporate officers for corporate conversion, Sabre must show each officer knew the equipment belonged to Sabre and ‘‘meaningfully participated’’ in Torres’ decision not to return and to sell the equipment.
- Jones moved for summary judgment arguing she left Torres in January 2011 and could not have participated in a 2012 conversion; Sabre relied mainly on a November 28, 2010 email chain in which Jones was copied.
- Dyer and Jerry Torres moved for summary judgment; Sabre relied on (a) testimony that Dyer and Jerry Torres were among the senior officers who instructed site managers on equipment ownership at demobilization, (b) the November 2010 emails showing knowledge of ownership issues, and (c) declarations (Kevin Robinson) that corporate HQ had instructed not to return equipment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Kathryn Jones can be held personally liable for conversion | Jones participated in or inspired a long-running scheme; November 2010 emails (she was copied) show involvement | Jones left January 2011 and had no meaningful participation in the 2012 sale; mere receipt of emails is insufficient | Granted: Jones entitled to summary judgment — emails and evidence insufficient for a reasonable jury to find meaningful participation |
| Whether Rebekah Dyer can be held personally liable for conversion | Dyer, as VP/COO, oversaw TWISS and demobilization, was on email chain about ownership, and corporate HQ instructed site not to return equipment — sufficient for jury | Dyer denies directing or approving the sale and points to other Torres personnel decisions | Denied: factual record (deposition testimony, emails, Robinson decl.) permits a reasonable jury to find meaningful participation |
| Whether Jerry Torres can be held personally liable for conversion | As CEO/sole shareholder he oversaw TWISS, was involved in ownership discussions and was identified by a site manager as the HQ contact instructing non-return — supports personal liability | Jerry Torres denies participation; points to contrary testimony identifying other managers and challenges Robinson decl. as inconsistent/hearsay | Denied: credibility conflicts and evidence that he was involved create genuine issues for trial; sham-affidavit and hearsay objections rejected for summary judgment purposes |
Key Cases Cited
- Lawlor v. Dist. of Columbia, 758 A.2d 964 (D.C. 2000) (officer personal liability where they consented to or participated in corporate wrongs)
- Vuitch v. Furr, 482 A.2d 811 (D.C. 1984) (corporate officers not automatically liable but may be liable for corporate wrongs with knowledge and consent)
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment standard: movant may prevail where nonmoving party lacks evidence of an essential element)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (genuine issue for trial requires evidence on which a jury could reasonably find for nonmoving party)
- Scott v. Harris, 550 U.S. 372 (court must view facts in light most favorable to nonmoving party; limits on creating metaphysical doubt)
- Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133 (at summary judgment court must draw reasonable inferences for nonmoving party; credibility is a jury function)