                              UNITED STATES DISTRICT COURT
                              FOR THE DISTRICT OF COLUMBIA


SABRE INTERNATIONAL SECURITY,

                  Plaintiff,

         v.                                           Civil Action No. 11-806 (GK)

TORRES ADVANCED ENTERPRISE
SOLUTIONS, LLC, et al.,

                  Defendants. ·


                                  MEMORANDUM OPINION

         Pending     before       the    Court     are    twelve    Motions       in   Limine

filed by Plaintiff              Sabre    International          Security     ("Sabre")      and

six     Motions     in    Limine        filed    by      Defendant      Torres     Advanced

Enterprise        Solutions       ("Torres") . 1         Upon    consideration         of   the

Motions and Responses, and the entire record herein, and for the

reasons stated below, the Court rules as follows.

                               SABRE'S MOTIONS IN LIMINE

I.      Sabre's Motion in Limine to Exclude Torres' Spreadsheet of
        Alleged Costs Incurred [Dkt. No. 390] ("Sabre's Motion in
        Limine No. 1")

        Sabre's     Motion       in     Limine   No.      1     seeks   to    exclude,       as

hearsay, four versions of a financial spreadsheet Torres used to

track    payments        it    made     to   Sabre       and    expenses     it   allegedly

1
  In accordance with the Pretrial Order entered on August 26,
2014 [Dkt. No. 382], the parties filed their Motions in Limine
on September 9, 2 014 [Dkt. Nos. 3 85-4 03] and their respective
Oppositions on September 23, 2014 [Dkt. Nos. 411-428] .
incurred on Sabre's behalf (the "Tracking Sheet") . 2               Torres

contends   that   the   Tracking       Sheet   is    admissible     both        as     a

business record under Fed.        R.   Evid.   803(6)    and as a summary of

voluminous writings under Fed. R. Evid. 1006.

     A.      Rule 803{6)

     The   "business    record"    rule    creates      an   exception     to        the

hearsay rule for a "record of an act, event,                 condition, opinion

or diagnosis" if:

     (A) the record was made at or near the time by - or
     from  information  transmitted by      someone with
     knowledge;

     (B) the record was kept in the course of a regularly
     conducted   activity  of  a   business,   organization,
     occupation, or calling, whether or not for profit;

     (C) making the record was a regular practice of that
     activity;

      (D) all these conditions are shown by the testimony of
     the custodian or another qualified witness, or by a
     certification that complies with Rule 902(11) or (12)
     or with a statute permitting certification; and

    (E) the opponent does not show that the source                         of
    information   or  the   method   or  circumstances                     of
    preparation indicate a lack of trustworthiness.

     Fed. R. Evid. 803(6).



2
  The four versions of the Tracking Sheet at issue are dated
between October 20, 2010, and January 7, 2011, Pl.'s Mot. at 1,
and contain entries dated from January 1, 2010, to December 31,
2010. See generally id. Exs. 1-4.
                              -2-
        Sabre's primary argument against admission of the Tracking

Sheet is its contention that Torres created the Tracking Sheet

in anticipation of litigation and not as a "regularly conducted

activity."      Pl.'s Mot. at 2. 3

        Torres claims,       however,        that it created the Tracking Sheet

before it was on notice of any legal action.                            Def.'s Opp'n at 1.

It has submitted the Declaration of its                            former Chief Financial

Officer    ( "CFO") ,      Kathryn     Jones,         who   explains     that    she    created

the Tracking Sheet on or around August 27,                           2010,     as an "ongoing

accounting     of    extraordinary           expenses        that    were     being    incurred

above normal business operating expenses."                              See    Declaration of

Kathryn    Jones     ("Jones     Decl.")        <JI    4     Ex.    2   [Dkt.    No.    427-1].

Jones    states     that    "[i] t     was    the      regular      business     practice    of

Torres    []   to   track      [the]     expenses           [included     in    the    Tracking

3
  Sabre is correct that business records created for purposes of
litigation    do   not satisfy   Rule  803 (6)  because  they  are
inconsistent with one of the central assumptions behind the
exception: that "the employees who generate [business records]
have a strong motive to be accurate and none to be deceitful."
Certain Underwriters at Lloyd's, London v. Sinkovich, 232 F. 3d
200,   205   (4th Cir.  2000).    Therefore,   records created in
anticipation of litigation do not fall within the business
records    exception because   they are    not created "for the
systematic conduct and operations of the enterprise but for the
primary purpose of litigating."    Id.; see also United States v.
Feliz, 467 F.3d 227, 234 (2d Cir. 2006) ("We know that because
Rule 803(6) requires business records to be kept in the regular
course of a business activity, records created in anticipation
of litigation do not fall within its definition.").

                                              -3-
Sheet]          in order to support variance analysis for the company's

financial          statements"           and     in     situations             where        "performance

issues with a subcontractor arose."                              Id.    <]I   4.     Furthermore,         she

expressly          denies        that    the     Tracking          Sheet           was     prepared       "in

anticipation            of     litigation or          for    a    litigious              purpose."        Id.

<]I   5.

           Based on this          Declaration,          and because this                   case was       not

filed       until       April     29,    2011,        approximately                nine    months     after

Jones       claims to have created the                      Tracking Sheet,                Torres     shall

have the opportunity at trial to demonstrate that the Tracking

Sheet       was     not       created    in    anticipation             of         litigation       and    is

admissible as a business record.                            Sabre's Motion to exclude the

Tracking Sheets under Rule 803(6) shall therefore be denied.

           B.       Rule 1006

           Torres also argues that the Tracking Sheet is admissible

under Rule 1006, which permits the use of a "summary, chart, or

calculation" to prove the content of "voluminous writings

that cannot be conveniently examined in court."                                           Fed.   R.   Evict.

1006.            "For     a    summary    of     documents             to     be     admissible,          the

documents must be so voluminous as to make comprehension by the

jury difficult and inconvenient;                        the documents themselves must

be admissible;                the documents must be made reasonably available


                                                  -4-
for     inspection       and     copying;       the    summary must      be   accurate       and

nonprejudicial; and the witness who prepared the summary should

introduce it."            United States v.             Fahnbulleh,     752 F.3d 470,         479

    (D.C. Cir. 2014)      (citation omitted).

         Torres contends that it "has underlying documentation for

amounts reflected in the spreadsheet,                         including wire transfers,

receipts and invoices."                     Def. 's   Opp~   n at 2;   see also Decl.         of

Daniel      Cotter        ("Cotter           Decl.")            3   [Dkt.     No.      427-6].

Consequently,           Torres     shall       have    the    opportunity     at     trial    to

demonstrate that the Tracking Sheet is admissible as a summary

of voluminous records pursuant to Fed. R. Evid. 1006. 4

         For     both     of     the    foregoing       reasons,       Sabre's      Motion    in

Limine No. 1 shall be denied.                     However, the Tracking Sheet shall

not be admitted into evidence unless and until Torres has laid

the     proper    foundation           at    trial     by    establishing,       through     the

testimony of former CFO Jones,                    current CFO Cotter, or any other

4
  Sabre contends that the Tracking Sheet is inaccurate because it
commingles TWISS I and TWISS II costs.     Pl.'s Mot. at 4.   The
Tracking Sheet does not, however, purport to be limited to TWISS
II expenses.    Thus, the inclusion of TWISS I costs does not
render it inaccurate; it merely reflects that the Tracking Sheet
includes information that may not be relevant to Sabre's claims.
Sabre also contends that other entries in the Tracking Sheet are
inaccurate, but in support of this assertion, it misquotes CEO
Jerry Torres' deposition testimony.       Jerry Torres did not
testify that the Tracking Sheet was erroneous; he testified that
"I do not know [why certain charges were included] .  You have to
ask [CFO] Kathy [Jones]." Pl.'s Mot. Ex. 30 at 314:7-8.
                               -5-
qualified witness,          and any necessary documentary evidence,                        that

all    of the      requirements       of Rule      803(6)       and/or    Rule    1006 have

been met.

II.      Sabre's   Motion  in   Limine  to  Exclude   Torres from
         Introducing Evidence of TWISS II Equipment Purchases or
         Sabre's Performance Deficiencies [Dkt. No. 392] ("Sabre's
         Motion in Limine No. 2")

         Sabre's      Motion     in Limine      No.    2    seeks    to    exclude    Torres

from introducing any evidence that it breached its contractual

obligation to provide adequate equipment for the Team's TWISS II

Task     Orders.        Sabre      argues       that       Torres    is    estopped        from

challenging the adequacy of such equipment because it invoiced

the Government for the full amount due on each Task Order,                                 thus

representing        that    all    aspects        of    the      Team's    performance

including      Sabre's      provision      of     equipment          was    satisfactory.

See    Pl.'s   Mot.    at   2.     Sabre    also       argues     that    Torres     has   not

presented evidence of any expenses incurred as a result of any

equipment deficiencies.            Id. at 3.

         It is well established that "motions in limine are a means

for arguing why         'evidence should or should not,                   for evidentiary

reasons, be introduced at trial'" and "are not another excuse to

file     dispositive        motions     disguised          as    motions     in    limine."

Graves v. D.C.,        850 F. Supp. 2d 6, 10-11                 (D. D.C. 2011)     (emphasis

added)    ( citations omitted) .         In other words,            a Motion in Limine
                                            -6-
    is   not   a   "vehicle        for    a     party to           ask       the    Court    to weigh      the

    sufficiency of           the    evidence [,]"            id.    at       11,    which    is     precisely

what       Sabre asks         the    Court         to   do    as    a       basis     for    categorically

excluding          all       evidence           that         it     breached           its     contractual

obligations             to    provide         satisfactory                  equipment. 5          Therefore,

Sabre's Motion in Limine No. 2 shall be denied.

III.       Sabre's   Motion   in  Limine   to  Exclude   Torres   from
           Introducing Evidence of Alleged Costs for Vehicles or
           Sabre's Performance Deficiencies in Providing TWISS II
           Vehicles [Dkt. No. 393] ("Sabre's Motion in Limine No. 3")

           Sabre's       Motion          in   Limine         No.        3     seeks    to     exclude      all

evidence relating to any "offset or defense to Sabre's Count 2

claims,        including           the    defense       that        Sabre          allegedly      failed    to

perform all of Sabre's contract obligations to Torres                                                relating

to       vehicles."          Pl.'s       Mot.      at   1.         As        with    Sabre's      Motion    in

Limine No.         2,    this Motion is directed at the merits of Torres'

claim that          Sabre      failed         to    provide         satisfactory vehicles,                 and

the sufficiency of evidence to support that claim,                                             rather than

any      specific       admissibility              issues.          Therefore,          it     is    not   the


5
   Furthermore,  contrary to Sabre's contention,      Torres has
presented evidence that it purchased equipment after concluding
that Sabre's equipment was inadequate.    For example, Torres has
presented documentary and testimonial evidence that Sabre failed
to provide uniforms, boots, body armor, vehicles, and other
equipment it was contractually required to provide under the
Teaming Agreement, and that Torres purchased and provided such
equipment after concluding that Sabre had not satisfactorily
done so.  See Def.'s Opp'n Exs. 1-9 [Dkt. No. 413].
                               -7-
proper subject of a motion in limine.                           See Graves,       850 F.    Supp.

2d at 10-11.

         Furthermore,          as     already          noted    in      footnote     5     supra,

contrary       to   Sabre's     contention,            Torres     has    presented       evidence

that Sabre failed to provide serviceable vehicles in accordance

with     its   obligations          under    the Teaming Agreement            and that,        to

make up for         Sabre's     failures,          it was      required to purchase and

lease     extra     vehicles        to     satisfy      the    Government.         See,     e.g.,

Def.'s     Opp'n     Ex.   1    (Rule        30(b)(6)      deposition       tr.    of     Rebekah

Dyer)     at 74:21-75:3         ("[W]e bought new vehicles to replace ones

that Sabre tried to pass off as new to the government because

they actually complained about the quality of the vehicles.") ;

id. Ex. 4 (deposition tr. of Jerald Barnes) at 74:9-14                                  ("Even at

the Victory Base Complex we had to lease vehicles.                                  Sabre gave

us   a    broke-down       truck          that     wouldn't       have    passed     anybody's

inspection[.]")        [Dkt.        No.    415].       Finally,      Sabre admits that the

record includes evidence of "vehicle deficiencies at some sites

on some days."        Mot. at 4.

         For these reasons,               Sabre's Motion in Limine No.              3 shall be

denied.




                                                 -8-
IV.      Sabre's   Motion   in  L~ine    to  Exclude   Torres   from
         Introducing Evidence of Alleged Uniform Purchases or
         Sabre's     Performance Deficiencies in Providing TWISS II
         Uniforms [Dkt. No. 394] ("Sabre's Motion in Limine No. 4")

         Sabre's       Motion     in    Limine      No.        4     seeks       to     exclude        any

evidence     or    argument       that     Sabre's        provision              of    uniforms        for

TWISS II Task Orders was deficient.                           Sabre contends that Torres

has    failed     to    present      any   evidence           to     support          such    a     claim.

Mot.    at 1.      As discussed above,              a motion in limine is not the

proper    vehicle       to   address       the   sufficiency of                  the    evidence          in

support of a claim.             Moreover,        contrary to Sabre's assertions,

Torres has presented evidence that it purchased uniforms Sabre

failed    to provide.           See     supra    note         5.      Consequently,                Sabre's

Motion in Limine No. 4 shall be denied.

V.      Sabre's   Motion  in   L~ine   to   Exclude  Torres   from
        Introducing Evidence of Alleged Payments of Third Country
        National Guard Salaries [Dkt. No. 395] ("Sabre's Motion in
        L~ine No. 5")


         Sabre's       Motion   in     Limine      No.    5        seeks    to    exclude           Torres

from     introducing         evidence       that     it        paid        for        Third        Country

National    ("TCN")      guard services Sabre was contractually required

to provide.        To the extent Sabre seeks to categorically exclude

such evidence,          the Motion shall be denied for the same reasons

as    Motion Nos.       2-4:    first,      that     a    Motion in Limine                    is    not   a

proper vehicle to argue the merits of a claim,                                   and second, that


                                             -9-
Torres    has    produced evidence             that,   as   a   result   of    TCN       guard

shortages and other performance issues,                     it paid for TCN guard

services     even       though        that    responsibility      was     contractually

allocated to          Sabre.     See       Def.'s Opp'n at       Exs.    1-8   [Dkt.       No.

416] .

         Sabre    also      makes      a     more    specific    argument      that        the

Tracking Sheet          in particular must be excluded as                  evidence of

Torres' TCN guard costs because it includes guard costs for Task

Orders    not    at    issue     in    this    case,   specifically TWISS            I    Task

Orders and the FOB Cruz Morris Task Order, which was a TWISS II

Task Order in which Sabre was not involved.                      Pl.'s Mot.      at 1-4.

Sabre argues that such costs are irrelevant and their inclusion

in the Tracking Sheet renders it "erroneous," "inaccurate," and

likely to be unnecessarily confusing to the jury.                        Pl.'s Mot. at

1-3.

         Torres argues,        by contrast,          that   inclusion of TCN guard

costs incurred at FOB Cruz Morris is appropriate because it "is

entitled to seek these costs given Sabre's anticipatory breach

and repudiation of its obligations under the Teaming Agreement,

causing Torres         []   to take over TWISS II operations and bid for

and stand-up      [i.e.,       equip the Task Order site at]               Cruz Morris

without Sabre's involvement."                 Def.'s Opp'n at 4.

                                              -10-
         As both sides agree,                damages      in connection with TWISS                    I

Task Orders are not at issue in this case.                                  See Def. 's Mot.         in

Limine No.        1 at 1-2         [Dkt.    No.     385].       Therefore,           any expenses

Torres paid for TWISS I TCN guard services are not relevant and

shall     not    be    admitted       at     trial.            See     Fed.     R.    Evid.        402.

However,        because      Torres        has    asserted       a     defense        that        Sabre

anticipatorily         breached       the        Teaming       Agreement        by    failing        to

provide     adequate      TCN      guard     force       services       for     TWISS     II      Task

Orders          including at        FOB Cruz Morris                   its     TCN     guard costs

resulting from the alleged anticipatory breach at                                     Cruz Morris

are   relevant.         Moreover,          the    entries       for    TCN     guard     costs       at

TWISS II sites at which Sabre did participate are also relevant.

         Because      some    of    the     entries       in    the     Tracking        Sheet      are

relevant,       exclusion of the entire document is only appropriate

if its probative value is "substantially outweighed" by a danger

of    unfair      prejudice,        jury         confusion,          undue     delay,     or       the

needless presentation of cumulative evidence" resulting from the

inclusion of irrelevant entries.                        See Fed.       R.     Evid.   403.        This

standard is not met.

        First,     Sabre      has     not        explained       why        redaction        of    the

entries related to the TWISS I costs is not sufficient,                                       rather

than exclusion of the entire document.                           Second,        Sabre has only

                                                 -11-
identified        a    handful          of        line     items          in      the   Tracking        Sheet

pertaining to TWISS            I    TCN costs.                     See P 1 . ' s    Mot .   at   2.      Even

without       redaction,      these entries are not                            so numerous       as    to be

confusing       to     the    jury.               Third,           Sabre        may,    through        cross-

examination        and the     use           of    demonstrative                evidence     -   highlight

the     specific      expenses      that           are   not         at       issue,    thereby       further

reducing the          chance of any                jury confusion.                  Fourth,      Sabre may

seek    a     jury instruction               instructing             the       jury that      it may not

consider TWISS I costs as evidence.

         In    sum,   the Tracking Sheet                   shall not be excluded in its

entirety as        evidence        of    Torres'           TCN guard costs;                 however,      the

entries       related    to    Torres'             TWISS       I        TCN    guard    costs     shall    be

redacted and excluded.

         For the foregoing reasons,                      Sabre's Motion in Limine No.                       5

shall be granted in part and denied in part.

VI.      Sabre's   Motion  in  Limine   to  Exclude Torres                                               from
         Introducing Evidence of Medical Costs [Dkt. No.                                                 396]
         ("Sabre's Motion in Limine No. 6")

         Sabre's      Motion       in    Limine          No.        6     seeks    to   exclude       Torres

from introducing any evidence that it paid for medical services

Sabre    was    contractually obligated to                              provide.        Sabre     contends

that Torres has not presented evidence to support such a claim.

Pl.'s Mot. at 1.


                                                    -12-
          As    with   Motion        Nos.    2-5,       a    motion      in    limine           is     not    a

proper vehicle to address the sufficiency of evidence underlying

a     claim.      Furthermore,         contrary to            Sabre's         assertions,             Torres

has      produced      evidence       of    medical          expenses         it     incurred           as    a

result     of     Sabre's    allegedly            deficient        performance                 on     certain

TWISS     II Task Orders.             See Def.'s Opp'n at Exs.                           1-4    [Dkt.       No.

418] .         Therefore,       Sabre's      Motion          in   Limine           No.     6        shall    be

denied.

VII.      Sabre's   Motion  in  L~ine    to Exclude   Torres  from
          Introducing Evidence of Alleged Damages Relating to the
          FOB Adder, Cruz  Morris, Doura, Cobra, Bucca, and Ramadi
          Task Order Competitions [Dkt. No. 397]  ("Sabre's Motion
          in L~ine No. 7")

          Sabre's      Motion    in    Limine          No.   7    seeks       to     exclude          Torres

from introducing "evidence of any alleged                                'breach of contract'

or 'lost profits'           relating to its Forward Operating Base                                    ("FOB")

Adder Task Order Counterclaim,                      or alleged br.eaches                   relating· to

FOB Cruz Morris,           Doura,      Cobra,       and Ramadi Task Orders."                           Pl.'s

Mot. at 1.

         Sabre's Motion is again directed to the merits of Torres'

claims and the sufficiency of the evidence to prove them,                                             rather

than     the    admissibility         of    any     specific           evidence.               See,    e.g.,

Pl.'s Mot.        at   3   ("Torres has           no    reasonable basis                  for       claiming

any    Sabre     'breach'       or    loss    relating            to    the     FOB       Cruz        Morris


                                              -13-
competition.") ; id.           ("Torres also has not produced or identified

any documentary evidence in support of these breach claims.") .

As    explained     repeatedly above,            a     motion          in    limine    is    not    the

appropriate        vehicle       to    seek    dispositive             relief        based    on    the

sufficiency of evidence.                 Moreover,         although these Task Orders

are   not    at   issue     in    Sabre's      claim       for        breach    of     contract      in

Count 2, they are relevant to Torres' counterclaim for breach of

contract.

         Consequently,         Sabre's        Motion       in        Limine    No.     7    shall    be

denied.

VIII. Sabre's   Motion   in  Limine   to  Exclude  Torres   from
      Introducing   Evidence  of  Alleged  Termination   of  the
      Parties' Teaming Agreement [Dkt. No. 398] ("Sabre's Motion
      in Limine No. 8")

         Sabre's      Motion      in   Limine        No.     8       seeks     to    exclude       "any

evidence or argument at trial of an alleged termination of the

parties'     Teaming Agreement[.]"               Pl.'s Mot.             at 1.        To the extent

this Motion seeks to categorically exclude any and all evidence

supporting        Torres'        claim    that         the           Teaming        Agreement       was

terminated,       that request shall be denied for the reasons stated

throughout this Memorandum Order:                     a Motion in Limine is not the

proper      vehicle    to    seek       disposal       of        a     substantive          claim    or

defense.



                                              -14-
            Sabre also seeks to exclude a                      specific letter terminating

the Teaming Agreement, which Torres claims to have sent to Sabre

on     or    around       September        30,     2010        (the      "Termination               Letter").

Sabre claims that the Termination Letter is inadmissible because

Torres       has    not    presented any               evidence         that       it    was    ever     sent.

See    Pl.'s Mot.          at     1-3.      Contrary to             this       assertion,           there    is

evidence that the Termination Letter was sent:                                           Torres'         former

Vice President Rebekah Dyer testified that she sent the letter

via Federal Express.                 Pl.'s Mot.           at 2      &   Ex.    5     (Dyer R.        30(b)(6)

deposition tr.            at 194:5-7) . 6          Moreover,            even if the Termination

Letter was          not    sent,     Sabre has           not     identified any evidentiary

principal requiring its exclusion on that basis alone.

            Sabre   also     contends           that    the    Termination               Letter must         be

excluded because             it    is     hearsay.            The       hearsay         rule    applies      to

statements that "a party offers in evidence to prove the truth

of     the    matter       asserted         in     the     statement."                   Fed.       R.   Evid.

801(c)(2).          It does not apply to evidence that is not offered

for    its     truth       but     for    another         purpose,            such      as     to    prove    a

party's state of mind.                    See Whitbeck v.                Vital Signs,               Inc.,   159

F.3d    1369,       1374    (D.C.        Cir.     1998)       (holding         that       "[w]e      have    no


6
  Sabre argues that Dyer's testimony lacks "credibility" due to
the absence of any Federal Express records establishing that the
letter was mailed.  Dyer's credibility is an issue for the jury.
                              -15-
doubt that the magistrate judge erred in excluding" out of court

statement that "would have explained [plaintiff's] state of mind

[and] was relevant for this non-hearsay purpose") .

         In addition,        it is well-established that the hearsay rule

does not apply to "verbal acts" or out-of-court statements that

have     "independent        legal    significance."         See    United     States    v.

Stover,       329 F.3d 859,     870     (D.C. Cir. 2003)       (noting that "verbal

acts" and "statements that have independent legal significance"

are not hearsay)            (citation omitted);           see also Echo Acceptance

Corp.    v.      Household    Retail     Servs.,    Inc.,     267    F.3d     1068,    1087

(lOth     Cir~     2001)     (holding    that     hearsay    rule     is    inapplicable

"where     the    out-of-court        statement    actually        'affects    the    legal

rights of the parties, or where legal consequences flow from the

fact that the words were said'")                (citation omitted).

         To the extent the Termination Letter is offered for a non-

hearsay purpose,           it need not be excluded under Rule 802.                       For

example,      Torres may attempt to demonstrate that the Termination

Letter terminated the parties' contractual relationship, thereby

having        independent       legal      significance.              See       Remington

Investments,       Inc. v. Berg Prod.           Design,    Inc.,    172 F.3d 876        (9th

Cir.    1999)     (holding that hearsay rule was "not implicated" by

"contractual        documents").          Moreover,        Torres    has      asserted     a


                                          -16-
    defense        of    accord       and       satisfaction,        which     requires      it    to

establish the existence of a bona fide dispute as to amounts due

under        the        Teaming   Agreement.             The    fact   that    Torres     wrote     a

 letter purporting to terminate the Teaming Agreement is evidence

that it believed there was a dispute,                               separate and apart from

whether           any     of   the    specific         factual      assertions     made      in   the

Termination              Letter      are       true.     Therefore,       Sabre's      Motion      in

Limine No.              8 to exclude the Termination Letter shall be denied

to the extent Torres seeks to admit the Termination Letter for

any non-hearsay purposes. 7

         Torres           also       argues       that     the       Termination       Letter      is

admissible for hearsay purposes,                         i.e.,      as evidence of the truth

of     the        statements      made        therein.         It   advances    two    arguments:

first,        that the Termination Letter is admissible as a "business

record" under Rule 803(6), and second,                              that it is admissible as

a prior consistent statement under Rule 801(d) (1) (B).

         As        discussed,        to       satisfy the      business      record exception,

Torres must establish that the Termination Letter "was kept in

the course of a                regularly conducted activity" and that "making

[such        a]     record      was       a    regular    practice[.]"          Fed.    R.    Evict.

803(6) (B)-(C).                Furthermore,        to be admissible,           the record must

7
  The Court emphasizes, however, that all evidence is subject to
the authenticity requirements of Rule 901(a).
                              -17-
be    "typical       of    entries made               systematically or                  as   a    matter      of

routine to record events or occurrences, to reflect transactions

with       others,        or    to     provide          internal              controls."           Palmer      v.

Hoffman, 318 U.S. 109, 113 (1943).

           Torres has presented the Declaration of its current Chief

Financial Officer,              Daniel P.         Cotter, who states that "[i]t is a

regular       business         practice          of    Torres            []    to   conclude           business

relationships with others when appropriate."                                         See Def.'s Opp'n

Ex.    3    (Decl.    of Daniel P.            Cotter)         <J[    4.        This testimony merely

shows        that         Torres           sometimes                terminates             its         business

relationships;            it    does       not    establish               that      it    "routinely"          or

"systematically" does so through letters of termination or that

the     Termination            Letter       at        issue         is        "typical"          of     letters

routinely used in other circumstances.                                    Palmer,        318 U.S. at 113.

Consequently,         Torres         has    not       demonstrated               that     Rule        803 ( 6) (B)

and (C) are satisfied.

           Second,    Torres         argues           that     the            Termination          Letter      is

admissible as a            prior consistent statement.                               Rule 801 (d) (1) (B)

permits      the     introduction of              such       statements             if    the      "declarant

testifies and is subject to cross-examination about                                               [the]    prior

statement, and the statement" is "offered to rebut an express or

implied      charge       that       the    declarant               recently         fabricated           it   or


                                                      -18-
acted         from       a     recent        improper         influence        or     motive     in     so

testifying [.]"               Fed. R. Evid. 801 (d) (1) (B).

             Torres      is        correct    that         Sabre    has   accused      "Ms.    Dyer     of

'recently           fabricating'             that      a    Termination        Letter    was     sent."

De f . ' s      Opp' n        at     1-2.           However,        the      "declarant"        of     the

Termination Letter is Torres CEO Jerry Torres,                                      not Ms.    Dyer,    as

it is his signature that appears at the bottom.                                       See Pl.'s Mot.

Ex.     2 at 5.          Rule 801 (d) (1) (B)              does not authorize the use of a

prior consistent statement of one witness to rebut a charge that

a    different witness is fabricating her testimony.                                     See Fed.       R.

Evid.        801 (d) (1) (B)         (requiring prior consistent statement to have

been made           by       the    same     "declarant"           accused    of     fabricating       her

testimony) .

             Moreover,        the only part of the Termination Letter that is

"consistent" with Dyer's testimony is a line at the top of one

of the earlier versions of the Termination Letter stating that

it     was     sent      "VIA FEDERAL EXPRESS AND                    E-MAIL."         This     line was

deleted        in     the     version        of     the     Termination       Letter     attached       to

Torres'        Opposition,            which       is   the    version        Dyer    claims    to     have

sent.         Thus,      the Termination Letter on which Torres relies does

not include any reference to the method of transmission and is

not,    therefore,             consistent with Dyer's testimony that                           she sent


                                                       -19-
the Termination Letter by Federal Express.                              See Torres'     Opp' n

Ex. 1 [Dkt. No. 426-1].

        Finally,     even if Torres           sought       to    introduce    the   earlier

version of the Termination Letter stating that it has been sent

"VIA FEDERAL EXPRESS AND E-MAIL," Dyer testified that she only

sent the Termination Letter by Federal Express,                           not email.      See

Pl.'s Mot.    Ex.    5   (Dyer R.        30 (b) (6)      deposition tr.       at 194:2-4).

Therefore, the earlier version of the Termination Letter is not,

in fact,    entirely consistent with Dyer's testimony.                         For all of

these   reasons,     the    Termination Letter is                not     admissible     under

Rule 801 (d) (1) (B).

        Sabre's Motion in Limine No. 8 shall be granted insofar as

it seeks to exclude the Termination Letter for the truth of the

statements made therein and otherwise shall be denied.

IX.     Sabre's   Motion  in   Limine   to   Exclude  Torres   from
        Introducing   Evidence   or   Argument   of   any   Alleged
        Impropriety of Sabre's Proposed Pricing for TWISS II Task
        Orders [Dkt. No. 399] ("Sabre's Motion in Limine No. 9")

        Sabre's     Motion     in    Limine        No.     9    seeks    to   exclude     any

"evidence    or     argument        at    trial       of   any    alleged      impropriety

relating to Sabre's pricing proposals for TWISS II Task Orders"

on    the   basis    that    "[s]uch         claims        are    unsubstantiated         and

irrelevant" and should be excluded under Rule 403.



                                            -20-
        Contrary to Sabre's contention,                       Torres has presented both

documentary        and     testimonial           evidence           that   Sabre's          pricing

proposals were uncompetitive.                    Such evidence includes deposition

testimony and emails               complaining that            Sabre's prices              were    too

high.     See Pl.'s Mot. at 1 & Exs. 2-3; Def.'s Opp'n at 2.

        This evidence is highly relevant to several issues at the

heart of this case.             First, it is relevant to explain why Torres

objected to Sabre's prices and ultimately reduced such prices in

the Team's proposals to the Government.                             Second,    it is relevant

to Torres'       claim that Sabre breached its contractual obligation

to   provide      Torres      with      "most    favored       customer"           pricing    under

Section    5.2(A) (3)         of       the    Teaming       Agreement.             Third,    it     is

relevant    to     whether         a   bona     fide    dispute       existed        between       the

parties     for     purposes            of     Torres'        defense         of     accord        and

satisfaction.         In      sum,      evidence       that    Torres      believed         Sabre's

pricing proposals             were     too    high     or    not competitive           is    highly

relevant and not unfairly prejudicial,                         and therefore shall not

be excluded under Rules 402 or 403.

        Sabre     also     contends,          however,       that    Torres        will     seek    to

introduce testimony that                 Government          officials     complained about

Sabre's    pricing       as    "fraudulent"            and    "unethical."            It     is    not

clear from Torres' Opposition whether it will,                             in fact,         seek to


                                               -21-
introduce     such     testimony     or,    if    so,     what    the       basis   of     such

testimony will be.           Consequently,        if Torres seeks to introduce

such testimony, it shall be required to lay a foundation for the

admissibility        of     such     evidence       and     overcome          any   hearsay

objections.      Moreover, because such testimony, even if otherwise

admissible, may be unfairly prejudicial                    (or,    alternatively, may

be highly probative), Sabre may renew its Rule 403 objection at

that time.

        For the foregoing reasons, Sabre's Motion in Limine No.                               9

shall   be    denied without prejudice              as    to     any    testimony         about

Government officials' view of Sabre's prices as "fraudulent" or

"unethical" and shall otherwise be denied.

X.      Sabre's   Motion   in   Limine  to   Exclude  Torres   from
        Introducing   Evidence,   Representations  of  Counsel   or
        Argument of Investigations or A2leged Criminal Misconduct
        of Sabre or Members of the Sabre Executive Group [Dkt. No.
        400] ("Sabre's Motion in Limine No. 10")

        Sabre's Motion in Limine No.               10 seeks to exclude evidence

relating to:     (1)      an audit by the Defense Contract Audit Agency

( "DCAA")    of another Government contract involving Sabre that is

unrelated to this case             (the "IRD Audit");            (2)    a   DCAA audit of

Sabre's invoices for the TWISS program, which is referred to in

an August 30, 2010, letter from Torres CEO Jerry Torres to Sabre

CEO   Frank    McDonald       (the    "DCAA       TWISS    Audit");          and    (3)     any


                                           -22-
evidence           that        either      Sabre     or        members          of      its        executive

management              team     were      investigated           for         civil         or      criminal

misconduct.              Sabre seeks to exclude this                       evidence as              hearsay,

lacking in foundation, and unfairly prejudicial under Rule 403.

         The       Court       has   already       ruled       that       the    IRD Audit           is    not

relevant, and Torres has stated that it                            ~will         of course abide by

[that]      ruling."            Def.'s Opp'n at 1              [Dkt. No.          419].          Therefore,

Sabre's Motion is granted insofar as it seeks exclusion of the

IRD Audit.

         As       to    the    DCAA TWISS Audit,               Torres         admits        that    no    such

audit was conducted.                    Def. 's Opp'n at              1   &     Ex.    1.        Therefore,

Sabre's Motion shall be denied as moot.

         Torres has,            however,      presented evi'dence of audits by the

Defense Contract Management Agency                            (~DCMA")        regarding the Team's

performance of TWISS Task Orders,                             which led to the issuance of

several       ~Letters         of Concern" and            ~corrective             Action Requests."

See Def.'s Opp'n Exs. 2-5.                     These audits and the related actions

by    the     Government             are     directly          relevant          to     whether          Sabre

adequately performed its TWISS obligations.                                       Furthermore,            they

are   potentially              admissible         under        Rule       803(8) (A) (iii),              which

permits       the       introduction         of    public        records          if    they        set    out

~matter     [s]        observed      while    under       a    legal       duty        to    report"       and


                                                   -23-
"factual findings              from a       legally authorized investigation" and

"neither    the       source         of     information       nor    other      circumstances

indicate        a    lack           of     trustworthiness."             Fed.      R.        Evid.

803 (8) (A) (ii)- (iii),            (B).     Therefore,       to the extent Sabre seeks

to exclude evidence of the DCMA TWISS audits,                               that request is

denied without prejudice.

        Finally, neither party has presented any evidence of civil

or criminal misconduct.                    Consequently, to the extent Sabre seeks

to    exclude       evidence         of     criminal     or    civil     misconduct,          that

request is also denied without prejudice.

        For the foregoing reasons, Sabre's Motion in Limine No. 10

shall be granted in part and denied in part.

XI.
                           .    \
        Sabre's Mot1on in Limine to Exclude Torres'      Proposed
        Trial   Exhibit No.   412  (Declaration   of  Baryamujuru
        ("Moses") Matsiko)  [Dkt. No. 401]   ("Sabre's Motion in
        Limine No. 11")

        Sabre's      Motion          in     Limine     No.    11    seeks    to    exclude       a

Declaration allegedly executed by Baryamujuru                            ("Moses")      Matsiko

on January 27,           2014       (the "Torres Matsiko Declaration"),                     and an

accompanying letter of the same date                         (the "Watertight Letter"),

stating that "[a]ll monies relating to TWISS I and TWISS II have

been paid in full to Watertight Services."                          Watertight Services,

an    affiliate     of    Pinnacle          Security/Pinnacle          Group,     is    a    guard



                                               -24-
force company located in Uganda,                      which supplied TCN guards for

the TWISS program.          Matsiko is its Chief Executive Officer.

         Although     Sabre           has     not         directly           challenged           the

authenticity of the Torres Matsiko                       Declaration as          a    basis       for

exclusion,     it    has     submitted            a     different       Declaration,             also

purportedly    signed       by     Moses      Matsiko,       which       states        that       the

Watertight Letter ·and the Torres Matsiko Declaration are "false"

and a "forgery" and that "both Torres [] and Sabre owes [sic] us

money and its extremely shocking and bizarre that I would say,

write, swear or even think otherwise."                       Pl.'s Mot. Ex.             2   (Decl.

of Baryamujuru Matsiko, dated Mar. 17, 2014) ~~ 4-6. 8

         Sabre contends that the Torres Matsiko Declaration and the

Watertight Letter must be excluded as hearsay.                               Torres has made

clear,    however,    that       it    does       not     seek    to    admit        the    Torres

Matsiko    Declaration as          evidence.            Rather,     the sole purpose of

the   Declaration      is     to      lay     a       foundation       for     admitting          the

Watertight    Letter        under      Rule       803(6).          Def.'s       Opp'n       at     1.




8
  To distinguish Sabre's Declaration from the one submitted by
Torres, the Court shall refer to it as the "Sabre Matsiko
Declaration."
                             -25-
Consequently,         the     Court         need     not      consider           whether         the

Declaration is independently admissible. 9

        As to the Watertight Letter,                   Torres      seeks to admit that

Letter under the business                  records exception.             As discussed,            a

business    record      is        only    admissible       if,     among       other         things,

"neither     the      source         of     information           nor     the         method      or

circumstances          of          preparation          indicate           a           lack       of

trustworthiness."           Fed. R. Evid. 803(6) (E).

        Sabre   has    shown        that     the    circumstances          surrounding           the

preparation     of     the         Watertight        Letter       indicate        a     lack      of

trustworthiness.             In     particular,       it    has     produced           the     Sabre

Matsiko    Declaration,           which     states    that       the    Watertight            Letter

proffered by Torres "is not authentic" and that the signature on

the letter appears to be forged.                      See Pl.'s Mot.             Ex.    2     (Sabre

Matsiko    Decl.)     ~~     A(4)        & B(4)    [Dkt.     No.       401-2].         Moreover,

although Torres contends that the Watertight Letter was sent in

response to a January 8, 2014, letter of its current CFO, Daniel

Cotter,    Torres has not presented any sworn declaration of its

own officers to that effect.                      See Def.'s Opp'n Exs.                 1-4.      In

fact,   Torres has not proffered any sworn testimony of its own


9
  Preliminary questions regarding the admissibility of evidence
are   not  governed by evidentiary rules,    except   those  of
privilege. See Fed. R. Evid. 104(a).
                              -26-
witnesses          regarding the           authenticity of the Watertight Letter.

Thus,     the       Court    concludes        that       the     Watertight        Letter       is    not

trustworthy, and, therefore, is inadmissible under Rule 803(6) . 10

         Sabre's          Motion      in     Limine        No.       11   shall     therefore          be

granted.

XII.     Sabre's Motion in Limine to Exclude Torres from Calling
         Daniel P. Cotter as a Witness [Dkt. No. 402] ("Sabre's
         Motion in Limine No. 12")

         Sabre's Motion            in Limine         No.       12    seeks    to prevent         Torres

from calling CFO Cotter as a witness at trial.                                     Sabre contends

that    CFO        Cotter    was     not     employed       by       Torres      until    after       the

events        at    issue     in      the     case       and,       therefore,          that     he    is

incompetent          to     testify    as     a    lay     witness        because        he    "has    no

personal knowledge of the matters at issue."                                 Pl.'s Mot. at 1.

         Torres       does     not     deny        that     CFO       Cotter      lacks        personal

knowledge.          It claims, however, that his testimony is admissible

because he was Torres'                 corporate designee for purposes of Fed.

R.   Civ.       P .. 30 (b) (6).            Rule    30(b) (6)         pertains      to        corporate

depositions          for    purposes        of     discovery.             See,    e.g.,        McKesson

Corp.    v.     Islamic      Republic        of    Iran,       185    F.R.D.      70,    79     (D.D.C.

1999)    ("Rule       30(b) (6)       is    intended       to       streamline     the        discovery




10
   Having so concluded, the Court need not decide whether the
other elements of the business-record exception are satisfied.
                              -27-
    process.").        It does not govern the admissibility of testimonial

    evidence at trial. 11

            Moreover, Rule 602 of the Federal Rules of Evidence, which

    does govern the admissibility of testimonial evidence at trial,

    clearly states that "[a] witness may testify to a matter only if

    evidence is introduced sufficient to support a finding that the

    witness has personal                   knowledge of the matter."              Fed.   R.   Evid.

    602; see also L-3 Commc'ns Corp. v. OSI Sys., Inc., No. 02-9144,
I
I
I
    2006 WL 988143, at *2                   (S.D.N.Y. Apr. 13, 2006)           (holding that, at

    a jury trial, a non-adverse party "may only offer testimony from

    [its own Rule 30(b) (6)                     witness]   as a fact witness based on his

    personal knowledge and in compliance with                          [the]    Federal Rule[s]

    of Evidence         ]   ,   )   .     Consequently, Torres may not offer the live

    testimony     of    CFO             Cotter     on   any   matter   for     which     he   lacks

    personal knowledge.

            As to the use of Cotter's recorded deposition testimony at

    trial, that issue is governed by Rule 32 of the Federal Rules of

    Civil    Procedure,                 which    states    that   deposition      testimony      is


    11
       Torres cites a number of cases recognizing that, at a
    deposition conducted pursuant to Rule 30 (b) ( 6) of the Federal
    Rules of Civil Procedure, the corporate designee need not have
    personal knowledge of the matters on which he or she testifies.
    However, each of these cases involved testimony given at a
    deposition; none pertained to the introduction of live testimony
    at a jury trial.
                                  -28-
    admissible at trial only "to the extent it would be admissible

    under the Federal Rules of Evidence if the deponent were present

    and testifying[.]"             Fed.       R.    Civ.       P.       32 (a) (1) (B).     As discussed,

    CFO Cotter's testimony is inadmissible under Fed.                                        R.    Evict.     602

    because he lacks personal knowledge.                                  Therefore,       his deposition

    testimony is also inadmissible and Sabre's Motion in Limine No.

    12 shall be granted.

    XIII. Conclusion as to Sabre's Motions in Limine

           For    all    of    the           foregoing          reasons,          Sabre's         Motions      in

    Limine Nos.     1-12 shall be granted in part and denied in part as

    set   forth    above.           An         Omnibus          Order         shall       accompany         this

    Memorandum Opinion.

                               TORRES' MOTIONS IN LIMINE

    I.    Torres' Motion in Limine to Exclude Evidence of Portions
          of the First Amended Complaint that Have Been Rendered
          Irrelevant by the Court's Summary Judgment Rulings [Dkt.
          No. 385] ("Torres' Motion in Limine No. 1")

          Torres'       Motion in Limine No.                        1    seeks to exclude evidence

    pertaining     to   claims       that          are     no       longer      pending,      having        been

    dismissed     either      pursuant             to    Fed.       R.     Civ.    P.     12 (b) (6)     or    on

    summary     judgment.           In        particular,                Torres     seeks         to   exclude

    evidence     relating     to    <JI<JI    47-56,       99-102,           117-128,       137,       143-145,

    and Counts 3 and 4 of the First Amended Complaint                                        ("FAC")        [Dkt.

    No. 242].
                                                        -29-




I
         A.               Paragraphs 47-56 and 143-145 of the FAC

         Paragraphs 47-56 and 143-145 of the FAC allege that Torres

failed to pay Sabre for work performed under the TWISS I MATOC.

See FAC          <JI<JI   47-56,     143-145.          Torres does not take the "blanket

position" that all TWISS I matters are necessarily irrelevant,

but     it       argues       that          "the    specific   allegations      of   damages    and

alleged wrongdoing by Torres in connection with the TWISS I task

orders" are not                   relevant         and would create a        danger of unfair

prejudice and jury confusion.                          The Court agrees.

         First,            Sabre       acknowledges        that   its   TWISS    I   claims    were

dismissed by the Court on October 27, 2011 [Dkt. No. 39] and, as

a result, it "is not claiming TWISS I damages."                                  P1 . ' s Opp' n at

1   [Dkt. No.             411].       Consequently, whether Torres breached any of

the parties' several contracts relating to the TWISS I MATOC is

not     relevant.             In      fact,        Sabre   expressly    concedes       that    "the

allegations in FAC                 <JI<JI   143-145 are irrelevant."         Id. at 1 n.2.

         Second,           even if Torres'             alleged breaches relating to any

TWISS        I     Task      Orders           were    marginally    relevant,        the   minimal

probative value of that evidence is substantially outweighed by

the   significant              risk         of     juror confusion and undue          delay that

would result from its introduction.                               Even without any TWISS          I

evidence, this case will require the jury to pay close attention


                                                      -30-
to - and distinguish among - a substantial number of technically

complex        contracts,      Task      Orders,         Proposals,        Requests       for

Proposals, pricing sheets, invoices, and other paperwork.                               In so

doing,     the     jury     will    be    required        to     navigate    substantial

industry-specific terminology and                  familiarize         itself with more

than five pages of acronyms.                    See Joint List of Acronyms and

Contracts,       dated Sept.       22,   2014    [Dkt.    No.    410-1].     There is no

reason whatsoever to overwhelm the jury and confuse the issues

by introducing evidence relating to TWISS I Task Orders that are

not at issue in the case.

         Consequently,       Torres'      Motion         shall    be   granted     to     the

extent    it     seeks    exclusion      of     evidence       pertaining    to   specific

TWISS I Task Orders or any claim of breach related thereto,                                as

alleged in paragraphs 47-56 and 143-145 of the FAC. 12




12
   The parties may, however, briefly address their relationship
under the TWISS I MATOC in order to provide a factual background
for the events related to the TWISS II MATOC.  Moreover, matters
that are otherwise relevant to the parties' claims under TWISS
II MATOC, are not rendered inadmissible simply because they
touch on or are intertwined with issues relating to the TWISS I
MATOC.   However, to the extent either party seeks to introduce
evidence touching on the TWISS I MATOC, they should inform the
Court beforehand in order to discuss protocols for minimizing
jury confusion.
                              -31-
         B.         Paragraphs 99-102 of the FAC 13

         Paragraphs          99-102   of   the   FAC    pertain           to   Sabre's     now-

dismissed claims that Torres unjustly enriched itself by bidding

on and performing Task Orders at FOB Cruz Morris and COS Garry

Owen without Sabre's involvement. 14                   See FAC   <JI<JI    99-100.       Torres

seeks     to       exclude     any    evidence   supporting        these        allegations

because "the task orders that Torres allegedly obtained on its

own" -        namely,   those at FOB Cruz Morris and COS Garry Owen -

"are not included among the seven TWISS II task orders that will

be the subject of the trial[.]"

        Elsewhere, however, Torres has asserted that its TCN guard

costs         at     Cruz      Morris      are    recoverable              because        Sabre

anticipatorily breached the Teaming Agreement, thereby requiring

13
  The parties also mention paragraphs 103-10 9.  However, Torres
does not seek specific relief relating to these paragraphs.  See
Def.'s Mot. at 3 & n.2.
14
   The Task Orders at FOB Cruz Morris and COS Garry Owen were
TWISS II Task Orders that Torres allegedly bid for, obtained,
and performed on its own, without ever seeking Sabre's input or
involvement. Although these Task Orders fell within the scope of
the exclusivity provisions of the Teaming Agreement, Sabre did
not include them in its breach of contract claim in Count 2 and
instead sought to recover under a theory of unjust enrichment.
The Court recently granted summary judgment to Torres on Sabre's
unjust enrichment claims because, as our Court of Appeals has
consistently recogni~ed, "there can be no claim for unjust
enrichment when an express contract exists between the parties."
Mem. Op., dated Aug. 20, 2014, at 54 [Dkt. No. 373] (quoting
Albrecht v. Comm. on Employee Benefits of Fed. Reserve Employee
Benefits, Sys., 357 F.3d 62, 69 (D.C. Cir. 2004)).
                               -32-
it to "stand up Cruz Morris without Sabre's involvement."                                      See

Def.'s Opp'n to Pl.'s Mot. in Limine No. 5, at 4 [Dkt. No. 416].

Consequently,       facts     relating      to    the     Task       Order     at      FOB   Cruz

Morris are relevant to Torres' defense.

        Relatedly,        Torres'       undisputed             decision           to      submit

unilateral bids for the Task Orders at FOB Cruz Morris and COS

Garry    Owen      reflects    its     response         to     the     parties'          ongoing

disagreement over pricing, which extended to the Task Orders at

issue    in   Count      2.     Torres'        alleged         failure       to     convene      a

Management      Committee      meeting         (and    otherwise         coordinate          with

Sabre regarding TWISS II Task Order Proposals) also reflects the

degree to which it attempted to resolve these pricing disputes,

which is a central point of contention in this case.                                Therefore,

Torres Motion to exclude evidence pertaining to paragraphs                                     99-

102 shall be denied.

        C.      Paragraphs 117-128 and 222(b)-(c) of the FAC

        Paragraphs       117-128     also        refer       to      Torres'        unilateral

submission of Task Order Proposals for FOB Cruz Morris and COS

Garry   Owen.       As   discussed     above,         these       issues     are       generally

relevant to the parties' ongoing disagreement on prices.

        However,    paragraphs       222 (b)     and     (c)      assert     that      Sabre    is

entitled to "full payment of the revenue received by Torres" in


                                         -33-
connection         with    the    Cruz    Morris      and    Garry    Owen     Task       Orders.

Sabre has not brought a claim for breach of contract related to

these Task Orders, and its previously-asserted claims for unjust

enrichment         relating      to   such    Task     Orders   have    been        dismissed.

Accordingly,         Sabre      may   not    introduce       evidence    related          to    the

amount       of   revenue       Torres    received     for    work performed at                Cruz

Morris and Garry Owen,                nor may it argue that it is entitled to

such revenue.

         Therefore,       Torres'        Motion shall be granted insofar as                      it

seeks to exclude evidence of the amount of revenue Torres earned

from work at FOB Cruz Morris and Garry Owen and shall otherwise

be denied.

        D.         Paragraph 137 of the FAC

         Paragraph        137    of the      FAC alleges       that   "Torres        concealed

from Sabre the fact that Torres had applied for and was in the

process of receiving"              its own PSC license.               FAC    <JI   137.        This

allegation is not relevant to any currently pending claim,                                      nor

does    Sabre      contend       otherwise.           Consequently,      Torres'          Motion

shall    be       granted       insofar     as   it    seeks     to    exclude        evidence

pertaining to paragraph 137.




                                              -34-
         E.          Counts 3 and 4 of the FAC

         In Counts          3   and      4 of     the    FAC,    Sabre      originally alleged

that Torres breached the Teaming Agreement by failing to convene

a Management Committee meeting to address actions taken by the

United States Government in connection with Task Orders at JSS

Shield and COS Warrior.                     On August 20,         2014,      the Court granted

summary        judgment         in       Torres'        favor     on     these      Counts,        and

consequently,          they are no longer pending in the case.                              See Mem.

Op., dated Aug. 20, 2014, at 42-47 [Dkt. No. 373].

         Sabre       argues       that      these     allegations      are    relevant       to    its

claims in Count 2 alleging breach of contract.                                 See Pl.'s Opp'n

at 4.     However,          that theory in Count 2 is completely distinct -

both     factually          and      legally            from     the     breach      of     contract

theories presented              (and now dismissed)              in Counts 3 and 4.                See

Mem.    Op.,    dated Aug.           20,    2014,     at 42-47     [Dkt.     No.    373].      Thus,

even if the factual allegations underlying Counts 3 and 4 have

any marginal          relevance            to   any    pending    claim or         defense,       that

relevance        is        substantially              outweighed       by     the     danger        of

"conf~sin~ the             issues, misleading the jury,                             [and]    wasting

time."        Fed.    R.    Evict.    403.       Therefore,       Torres'     Motion shall be




                                                  -35-
granted insofar as              it seeks to exclude evidence pertaining to

Counts 3 and 4. 15

         For all of the foregoing reasons, Torres' Motion in Limine

No.    1 shall be granted insofar as it seeks to exclude evidence

pertaining to paragraphs 47-56, 137, 143-145, and Counts 3 and 4

of the FAC,        and denied insofar as it seeks .to exclude evidence

pertaining to paragraphs 99-102 and 117-128 of the FAC.

II.      Torres' Motion in Limine to Exclude Evidence Pertaining to
         Former Counts 15-17 and 19-21 of the FAC Which Were
         Dismissed from the Case [Dkt. No. 386] ("Torres' Motion in
         Limine No. 2") .

         Torres'       Motion in Limine No.               2 seeks to exclude evidence

pertaining        to     Counts     15-17          and        19-21    of     the     FAC,        which

originally asserted claims of fraud arising out of the parties'

contractual        relationship.              On       January        30,     2014,    the        Court

dismissed these claims under Fed.                        R.    Civ.    P.   12 (b) (6)    pursuant

to Choharis v.          State Farm Fire            &   Cas. Co.,        9ul A.2d 1080             (D.C.

2008),     which       mandates         dismissal         of     fraud      claims       that       are

entirely intertwined with and duplicative of claims for breach

of    contract.         See Mem.        Op.   of       Jan.     30,    2014     ("Jan.       30   Mem.

Op."),    at   8-9      [Dkt.     No.    288].           Torres       seeks    to     exclude       all

15
   Sabre also argues that the evidence related to Counts 3 and 4
is potentially admissible as impeachment evidence. The Court's
Order on Torres' Motion in Limine No. 1 does not extend to any
evidence that is properly used for impeachment purposes under
the Federal Rules of Evidence.
                               -36-
evidence pertaining to these dismissed Counts on the basis that

they are now irrelevant.              See Def.'s Mot. at 2-4.

         Sabre has,        however,       identified several evidentiary topics

related to these dismissed Counts which are also relevant to its

breach    of    contract      claim       in    Count    2.     These    include     Torres'

alleged repeated promises to pay Sabre's invoices and its denial

of the    fact      that    it had reduced Sabre's prices                  in the       Team's

TWISS    II    proposals     to    the Government.              Although this      evidence

cannot be       used to prove         a    claim of       fraud,    it   can be     used to

prove that Torres           did agree to Sabre's proposed prices and to

demonstrate the absence of . a bona fide dispute for purposes of

Torres' defense of accord and satisfaction.

        Moreover,      while Torres vaguely argues                  that   such evidence

is    substantially         more    prejudicial          than    probative,       and     thus

should be excluded under Fed. R. Evid. 403, it fails to identify

which specific evidence it seeks to exclude under Rule                               403 or

explain       how   such    evidence       is    unfairly       prejudicial.         Torres'

Motion in Limine No.           2 shall therefore be denied to the extent

it seeks to exclude all evidence underlying Counts 15-17 and 19-

21.

        However,      the    terms        "fraud"       and   "fraudulent"     are       legal

terms describing claims that have been dismissed.                              The use of


                                               -37-
these terms at trial would be both inflammatory and confusing to

the     jury.      Therefore,       Torres'      Motion      shall be granted to the

extent it seeks to preclude Sabre from using the terms "fraud"

or "fraudulent" to describe its conduct in front of the jury.

         Torres'        Motion in Limine No.           2 shall be granted in part

and denied in part, consistent with the foregoing.

III.     Torres' Motion in Limine to Preclude Karl Thorne From
         Testifying at Trial [Dkt. No. 387] ("Torres' Motion in
         Limine No. 3")

         Torres'        Motion    in   Limine       No.      3    seeks     to     exclude     the

testimony of Karl Thorne, CPA.                   Torres argues that Thorne should

be     precluded        from     testifying       because         ( 1)     Sabre     failed     to

disclose him as           a    witness prior to the parties'                     submission of

their     Joint    Pretrial       Statement       on      August     12,    2014     [Dkt.     No.

372],     and     (2)     because      Torres     expects         him      to    offer     expert

testimony in violation of Rules 701 and 702 of the Federal Rules

of    Evidence     and     Rule   2 6 (a) ( 2)   of    the       Federal     Rules    of     Civil

Procedure.

         Sabre     concedes       that,    even       though       Torres       propounded      an

interrogatory requesting identification of all witnesses                                   to be

called at trial, it failed to disclose Thorne as a witness until

August 11, 2014 - well after the close of discovery.                                 Under the

Federal Rules of Civil Procedure and this Court's Local Rules, a


                                             -38-
party       who     fails     to      provide           information             requested      during

discovery "is not allowed to use that information or witness ...

at    a    trial,    unless    the    failure           was    substantially           justified or

harmless."          Fed. R. Civ. P. 37(c) (1); see also LCvR 26.2.                              Sabre

has       not   even      attempted        to     demonstrate            that    its    failure      to

disclose Thorne during discovery was justified as it has given

no explanation for why it failed to identify him as a potential

witness         until     August     11,        2014,    the       day    before       the    parties

submitted         their    Joint     Pretrial           Statement. 16           Nor    was    Sabre's

failure harmless,           as Torres was thus deprived of an opportunity

to depose Thorne.

           Consequently,       Torres'          Motion        in   Limine        No.   3     shall   be

granted.




16
   Sabre contends that it objected to Torres' Interrogatory as
premature.    But even if Torres' interrogatory was premature on
January 9, 2012, when it was propounded, Sabre was required to
supplement its response in a timely manner as it identified
witnesses for trial.    See Fed. R. Civ. P. 26(e) ("A party who
has .    . responded to an interrogatory .   . must supplement or
correct its disclosure or response[] in a timely manner if the
party learns that in some material respect the disclosure or
response is incomplete or incorrect[.]"        Moreover,  in its
response to Torres' interrogatory, Sabre promised "to provide
this information."

                                                 -39-
IV.      Torres'   Motion   in   L~ine    to    Preclude   Plaintiff's
         Introduction   of   Declarations    of   Alex   Rutwaza   and
         Baryamujuru Matsiko as Evidence at Trial [Dkt. No. 388]
         ("Torres' Motion in Limine No. 4")

         Torres' Motion in Limine No.                   4 seeks to exclude as hearsay

Sabre's Declaration of Alex Rutwaza                       ("Rutwaza Declaration")                  and

accompanying Declaration of Baryamujuru Matsiko                                   ("Sabre Matsiko

Declaration").            Def.'s Mot.       Exs.    1     &   2     [Dkt.    No.    388].        Sabre

admits      that    these      Declarations        are    hearsay,          but     contends      that

they are admissible under the Residual Exception to the hearsay

rules,      which provides that "a hearsay statement is not excluded

by    the    rule       against      hearsay    even          if    the     statement       is     not

specifically covered by a hearsay exception in Rule 803 or 804"

so long as all of the following criteria are met:

       ( 1) the   statement   has  equivalent                             circumstantial
       guarantees of trustworthiness;

       (2) it is offered as evidence of a material fact;

      (3) it is more probative on the point for which it is
      offered than any other evidence that the proponent can
      obtain through reasonable efforts; and

      (4) admitting it will best serve the purposes of these
      rules and the interests of justice.

         Fed. R. Evid. 807.

         Sabre      has        not    shown        that           the     Declarations            have

circumstantial guarantees of trustworthiness equivalent to other

exceptions         to    the      hearsay      rule.               To     the      contrary,       the
                                             -40-
Declarations are self-serving, as they claim outstanding sums of

money      from        both     Sabre     and     Torres.                 Furthermore,             their

authenticity is disputed.                 And,        even if genuine,                they are not

signed in a manner that,                if falsely made, would subject Matsiko

and   Rutwaza      to    criminal       penalties       in        Uganda,    where          they were

allegedly signed.·             See Fed. R. Evid. 902(1) and (12).

        Finally, the Court has already held that Torres' analogous

Declaration        of     Matsiko       must     be         excluded        as     untrustworthy

hearsay.      The interests of justice require exclusion of Sabre's

Declarations for the same reason.                       Torres' Motion in Limine No.

4 shall therefore be granted.

v.      Torres'   Motion  in   Limine  to  Exclude  Objectionable
        Deposition Designations by Sabre [Dkt. No. 391] ("Torres'
        Motion in Limine No. 5")

        Torres'        Motion     in    Limine        No.     5     objects       to    and        seeks

exclusion         of     nearly        seven     hundred            pages        of     deposition

designations and exhibits.                See generally Def.'s Mot.                         Exs.    1-5.

Sabre claims that the parties have not yet meaningfully met and

conferred     on       these     objections.           Moreover,          neither       party        has

provided     any        substantive       explanations              for     their       respective

positions     that       the    designations          and    exhibits        are       or    are     not

admissible.        Consequently,         Torres' Motion in Limine No.                         5 shall

be denied without prejudice to reconsideration after the parties


                                               -41-
conduct a more substantive meet and confer on their respective

deposition        designations.              The       Court    has        already   limited      the

parties to 100 exhibits.                   It will now limit them to 200 pages of

deposition designations.

VI.      Torres' Motion in Limine to Preclude Evidence                                  Based on
         Federal Rules 401, 402, and 403 [Dkt. No. 403]                                 ("Torres'
         Motion in Limine No. 6")

         Finally,       Torres'       Motion in Limine No.                  6 seeks to exclude

two other categories of evidence - evidence of alcohol abuse and

employee      bonuses           as    both        irrelevant          and    substantially more

prejudicial than probative under Rules 401-403.

         A.       Evidence of Alcohol Abuse

         First,        Torres     seeks           to    exclude        any       "references      and

innuendoes that [its CEO] Defendant Jerry Torres is an alcoholic

and/or abuses alcohol."                    Def.'s Mot.         at 2.         In its Opposition,

Sabre contends that there is evidence, which it has presented in

four     exhibits       to   its       Opposition,             that     Jerry      Torres   had     a

"significant alcohol abuse problem."                            P1 . ' s    Opp' n at 1 .      Sabre

argues    that     this      evidence         is       admissible          for   "impeaching      Mr.

Torres' credibility."                Id.

         Rule    608    provides           that    a    "witness's          credibility may be

attacked .          . by testimony about the witness's reputation for

having    a     character       for    truthfulness             or    untruthfulness,       or by


                                                  -42-
testimony in the form of an opinion about that character."                                               Fed.

R.     Evid.        608 (a).          Extrinsic         evidence,         however,       other        than    a

criminal conviction under Rule                           60 9,    is not admissible to prove

specific instances of a witness's conduct in order to attack or

support the witness's character for truthfulness.                                           Fed. R. Evid.

608 (b) .

         As a preliminary matter,                        three of these four exhibits on

which Sabre relies do not even refer to Jerry Torres'                                                 alcohol

consumption              at    all.             See    Pl.'s      Opp'n        at    2      &   Exs.     3-5.

Therefore, the only evidence Sabre has identified that refers to

Jerry       Torres'           alleged       alcohol       abuse      is    a    portion          of    former

Torres        employee          Christopher            Herman's         deposition          testimony        in

which he        referred to a               particular affidavit                    in a matter which

appears        to    have      no     relevance         to    this      case.        Herman       testified

that     he     believed            this        affidavit        contained          false       allegations

because "you could just tell by the text and the wording that it

was written by Jerry Torres when he was intoxicated,                                             which was

often.        And that is a fact."                      Pl.'s Opp'n,        Ex.      6 {Herman tr. at

642:21-643:1).

         Given that it is unclear how this affidavit is r-elevant to

the    case,        or    whether          it    will    be      introduced         by   either        party,

Sabre    shall           be    permitted          to    use      such     evidence       for      only    the


                                                       -43-
following narrow impeachment purpose:                            If Torres presents Jerry

Torres as a witness, Sabre may impeach his credibility by cross-

examining him about the truthfulness                            of his    statements      in the

affidavit         and whether he            was    intoxicated when          he   wrote      them.

See     Fed.       R.     Evict.      608(b)        ("[E]xtrinsic         evidence     is      not

admissible to prove specific instances of a witness's conduct in

order        to    attack       or     support         the      witness's     character        for

truthfulness.             But   the    court may,            on cross-examination,           allow

them    to        be     inquired      into       if     they     are     probative    of      the

[witness's]            character      for     truthfulness         or     untruthfulness.").

Herman's testimony regarding Jerry Torres'                              drinking habits,       and

any other such evidence, shall otherwise be excluded.

        Torres' Motion in Limine No.                     6 shall therefore be granted

in part and denied in part, consistent with the foregoing.

        B.         Evidence of Bonuses

        Torres also seeks to exclude,                        as irrelevant,       any evidence

of the bonuses paid to its former Vice President Rebekah Dyer

and former CFO Kathryn Jones in 2010 and 2011.

        Sabre          claims   that     these         bonuses     "are     relevant    to     Ms.

Dyer's and Ms.           Jones' motivation for taking improper actions to

conceal       Torres'      price       reductions         and    Torres'     breaches        under

Count 2[.]"            Pl.'s Opp'n at 3.            Count 2, however, is a claim for


                                                  -44-
breach     of     contract.              It    is     well-established                that     motive      is

irrelevant        to     a   claim        for        breach       of    contract.             See,    e.g.,

Athridge v. Aetna Cas.                & Sur. Co., No.                  96-2708, 2001 WL 214212,

at *3 (D.D.C. Mar. 2, 2001)                        ("[M]otive is irrelevant to a breach

of contract action[.]"), aff'd,                            351 F.3d 1166          (D.C. Cir.         2003);

Thyssenkrupp Materials,                   Inc.       v.    W.    Bulk Carriers A/S,                 No.   13-

1248, 2014 WL 335595, at *1                        (S.D.N.Y.          Jan. 22, 2014)           ("[M]otive

is      'generally       irrelevant             in        breach       of   contract         actions.'")

(citations omitted) .               Therefore, the bonuses are not relevant to

Sabre's breach of contract claim in Count 2.

         Sabre    also       argues       that        the       bonuses     are       relevant       to   its

claims     for    conversion             of    property          in     Count     18.         The    record

establishes        that,         sometime             after        March        31,     2012,        Torres

converted        $150,000-worth               of     equipment          belonging        to     Sabre     by

selling it to a third party.                         See Mem. Op., dated Aug. 20, 2014,

at 6 7    [ Dkt . No . 3 7 3] .          Sabre contends that Dyer and Jones were

directly        involved       in     these          activities,            and       were    thereafter

"handsomely rewarded with substantial annual bonuses for 2010 of

$1,773,139 for Ms. Dyer and $79,077 for Ms. Jones."                                          Pl.'s Opp'n

at 4.

         The     Court       recently         granted           summary      judgment          for    Sabre

insofar     as    it     seeks      to    hold        Torres       liable       for     conversion         of


                                                     -45-
property       in   Count   18   but    denied       summary     judgment    on    Sabre's

claim for punitive damages.              See Mem. Op.,          dated Aug.     20,    2014,

at 67    [Dkt. No. 373].         In a Memorandum Opinion dated October 30,

2014,     issued     concurrently       with        this    Memorandum     Opinion,       the

Court granted summary judgment for Jones on Count 18 and denied

summary    judgment     with     respect       to    the    claims   against      Dyer   and

Jerry    Torres.       Consequently,       the       only    conversion     claims       that

remain pending are the claims against Dyer and Jerry Torres and

the claim for punitive damages. 17

        Even assuming that motive is relevant to these claims, the

conversion of equipment at issue did not occur until after the

completion of the JSS Shield Task Order on March 31,                         2012.        See

Mem.    Op.,    dated Aug.       20,   2014,    at     61    [Dkt.   No.   373].      Sabre

fails    to establish how bonuses paid in December 2010                           and 2011

are relevant to a tort that did not occur until after March 31,




17
   Under District of Columbia law, " [p] unitive damages may be
awarded 'only if it is shown by clear and convincing evidence
that the tort committed by the defendant was aggravated by
egregious conduct and a state of mind that justifies punitive
damages[]'     . such as maliciousness, wantonness, gross fraud,
recklessness  and  willful  disregard   of  another's  rights.'"
Chatman v. Lawlor, 831 A.2d 395, 400 (D.C. 2003)      (citations
omitted) .

                                          -46-
2012.        Based    on   this     timeline,        the   Court    concludes      that   the

bonuses are not relevant to the outstanding conversion claims. 18

        In     sum,   the        bonuses     are     not   relevant.       Consequently,

Torres'      Motion in Limine No.             6 shall be granted insofar as it

seeks to exclude evidence of bonuses received by Dyer and Jones

for the years 2010 and 2011.

        For the foregoing reasons,                 Torres' Motion in Limine No.             6

shall     be   denied       to     the     limited     extent      Sabre   seeks    to    use

Herman's testimony regarding Jerry Torres'                         intoxication for the

limited impeachment purpose identified by the Court,                            and shall

otherwise be granted.




18
   Sabre points to a series of emails dated November 28, 2010, in
which Torres personnel, including Dyer, discussed the equipment
at issue in light of the Government's recent decision to extend
the Task Order at JSS Shield by an additional six months.     See
Pl.'s Opp'n, Ex. 16.   In particular, Sabre relies on statements
by Dyer and Jerry Torres opining that the equipment could not be
removed from the Task Order site until it was closed.     See
                                                          - --id.
                                                               -
at 2.     These statements do not suggest that Dyer was then
planning to convert Sabre's property much less that such a plan
had anything to do with her annual bonus.

                                             -47-
VII.   Conclusion as to Torres' Motions in Limine

       For     all   of   the    foregoing   reasons,   Torres'   Motions     in

Limine Nos.     1-6 shall be granted in part and denied in part as

set    forth    above.      An     Omnibus   Order   shall   accompany      this

Memorandum Opinion.




October 30, 2014
                                      Gla~s~r~
                                      United States District Judge




Copies to: attorneys on record via ECF




                                      -48-
