                            UNITED STATES DISTRICT COURT
                            FOR THE DISTRICT OF COLUMBIA


SABRE INTERNATIONAL SECURITY,

                Plaintiff,

        v.                                        Civil Action No. 11-806 (GK)
                                                       (sealed)
TORRES ADVANCED ENTERPRrSE
SOLUTIONS, LLC, et al.,

                Defendants.


                                   MEMORANDUM OPINION

        Sabre International Security                ("Sabre")       has sued its former

business        partner,      Torres     Advanced      Enterprise        Solutions,       LLC

("Torres")         and three of its current and former officers,                        Jerry

Torres        ("Jerry    Torres"),      Rebekah       Dyer    ("Dyer"),        and    Kathryn

Jones    ("Jones")       (collectively, the "Individual Defendants"),                     for

breach        of      contract,      tortious       interference         with        business

relations, and conversion of property.

        This       matter     is     before   the      Court        on   the    Individual

Defendants'         Motions    for    Summary Judgment          [Dkt.    Nos.    377,    407,

and 408].          Upon consideration of the Motions, Oppositions                       [Dkt.

Nos. 384, 431, & 432] and Replies [Dkt. Nos. 404, 435, and 436],

and   the      entire    record herein,         and    for    the    reasons     set    forth

below,       Jones'    Motion shall be granted,              and the Motions of Dyer

and Jerry Torres shall be denied.
I.   BACKGROUND

     A.      Factual Background1

     For     purposes      of    the     instant     Motions,       the     facts    can   be

briefly     stated.          Sabre       and     Torres     are      private        security

contractors       providing      security        services      to     various       entities

around     the    world,     including         the    United        States    Government.

Individual       Defendant      Jerry    Torres      is   Torres'      Chief    Executive

Officer ("CEO")         and sole shareholder.             Individual Defendant Dyer

previously served as Torres'              Vice President and Chief Operating

Officer     ("COO") .      She    left    the    company     in     2013.       Individual

Defendant     Jones      previously      served      as   Torres'      Chief    Financial

Officer ("CFO").         She left the company in January 2011.



1
  The factual and procedural background in this case has been set
forth in great detail in the Court's Memorandum Opinions of
January 30, 2014 [Dkt. No. 288], June 16, 2014 [Dkt. No. 359],
and August 20, 2014 [Dkt. No. 373], and the Court's Memorandum
Order of August 21, 2014 [Dkt. No. 376].       See generally Sabre
Int'l Sec. v. Torres Advanced Enter. Solutions, LLC, No. 11-806,
2014 WL 341071 (D.D.C. Jan. 30, 2014)       ("Sabre tii"), appeal
dismissed, No. 14-7026, 2014 WL 1378771 (D.C. Cir. Apr. 3,
2014); Sabre Int'l Sec. v. Torres Advanced Enter. Solutions,
LLC, No. 11-806, 2014 WL 3859164 (D.D.C. June 16, 2014) ("Sabre
IV"); Sabre Int'l Sec. v. Torres Advanced Enter. Solutions, LLC,
No. 11-806, 2014 WL 4162236 (D.D.C. Aug. 21, 2014) ("Sabre VI").
Familiarity with these prior decisions is assumed.    The facts in
this Memorandum Opinion are taken from the pleadings,          the
parties' briefs,   and the parties'    Statements of Undisputed
Material Facts ("SOMFs") submitted pursuant to Local Civil Rule
7(h). The facts are undisputed unless otherwise stated.

                                           -2-
       Between 2007 and 2010,                 Sabre and Torres partnered as prime

contractor and            subcontractor to perform site-specific security
                                                                        '
contracts        for        the      United       States       Government        at      military

installations          in    Iraq.        Each    of    these     security     contracts       was

known as a "Task Order."                  The parties' relationship in competing

for and performing these Task Orders was governed by a series of

contracts,      the most relevant of which is known as the "Teaming

Agreement."

       On     December       2,   2009,     the    Government          awarded     the    Torres-

Sabre Team a Task Order at Joint Security Station ("JSS") Shield

in Iraq.        This Task Order had a base period of performance of

one year - extending from January 1,                          2010,    through December 31,

2010          and     two    six-month        option         periods.        The      Government

exercised both options and subsequently modified the Task Order

to provide for an additional extension.                               As a   result of these

extensions,         the     Team did not          conclude       its    performance       at   JSS

Shield until March 31, 2012.

       Under the Teaming Agreement,                     the parties agreed that Sabre

would provide "all Site materials, Site equipment, Site supplies

and    Site    life       support     required         for    performance"       of   each Task

Order and that, upon conclusion of each Task Order, Torres would

"release       and     return        to   Member's           (Sabre['s])     possession        and


                                                 -3-
control all such equipment, supplies and facilities .                                     . in the

same     condition         as    originally        provided,       fair      wear       and     tear

excepted."           Teaming       Agreement       §     6.1(B) (1)      [Dkt.      No.       22-2].

Pursuant     to      this       provision,    Sabre          provided    the      Team's       "life

support area" ("LSA") equipment at JSS Shield.

       The Court has already found in a separate Summary Judgment

Opinion      [Dkt.     No.       373]        and       for    purposes       of   the      present

Motions, it appears to be undisputed - that, upon the conclusion

of   the    JSS      Shield       Task    Order,       Torres     did     not     return        this

equipment to Sabre but instead sold it to a                              third party named

Mohammed Hussan            for    $150,000,    and retained the proceeds.                        See

Jones' Mot. at 4-5; Dyer's Mot. at 6; J. Torres' Mot. at 4-7.

       Sabre claims that the three Individual Defendants directed,

consented to,         or otherwise participated in Torres'                         decision to

sell its property to Mr. Hussan.                       The Individual Defendants deny

any such involvement and claim that the decision to sell Sabre's

property was made, without their knowledge or consent, by Robert

Lewis,     a Senior Program Manager working out of Torres'                                Virginia

headquarters         who        left    Torres'        employment       in     January         2013.

Dyer's Mot. at u-7, 8. 2


2
  Sabre claims that Defendants never identified Lewis as a person
with information about this lawsuit.   Pl.'s Opp'n to Dyer's Mot.
at 4 n. 3.   Dyer counters that Defendants were not required to
                               -4-
        B.     Procedural Background

        On April 29,      2011,       Sabre filed this lawsuit against Torres

for     breach    of   contract       and     related   torts.       In   October    2013,

Sabre filed a          First Amended Complaint             ("FAC")    [Dkt.   No.    242].

The FAC added seven new claims against Torres and the Individual

Defendants,       including,      as relevant here,         a claim for conversion

of the life support equipment Sabre supplied at JSS Shield.

        On January 30,          2014,    the Court granted Torres'            Motion to

Dismiss all of the new counts asserted in the FAC except for the

conversion claim.           See generally Sabre III,             2014 WL 341071,        at

*3-9.        On August 20, 2014, the Court granted summary judgment to

Sabre    against       Torres    on     the   conversion claim.           See Mem.    Op.,

dated Aug. 20, 2014         ("Summ. J. Op.")            [Dkt. No. 373] . 3    On August

21,   2014,      the Court granted judgment on the pleadings for the



supplement their interrogatory responses with such information
because  Leggett  testified   about  Lewis   at   his  deposition
(although he did not identify him by name) .  The Court shall not
address this dispute as it has not been squarely presented and
its resolution is unnecessary for purposes of the present
Motions.
3
   In the same Opinion, the Court granted judgment in Torres'
favor on Counts 3, 4, 7, 8, and 9, which asserted claims for
breach of contract, breach of the implied covenant of good faith
and fair dealing, unjust enrichment, and tortious interference
with prospective economic advantage, but declined to grant
judgment for either party on Sabre's breach of contract claims
in Counts 2 and 5, or its claim for tortious interference with
business relations in Count 10. See generally Summ. J. Op.
                               -5-
Individual           Defendants      as   to   all     Counts    except          the    conversion

claim.       Sabre VI, 2014 WL 4162236, at *2-5.

        On     August       22,   2014,   Jones       filed     her     Motion         for   Summary

Judgment on the conversion claim [ Dkt.                        No.    3 7 7] .      On September

8,     2014,     Sabre       filed    its      Opposition        [Dkt.        No.      384].        On

September 12, 2014, Jones filed her Reply [Dkt. No. 404].

        On September 18,             2014,     Jerry Torres and Dyer filed their

Motions        for     Summary     Judgment      on     the     conversion           claim       [Dkt.

Nos. 407        and     408].        On      October    6,      2014,        Sabre      filed      its

Oppositions [Dkt. Nos. 431 and 432].                         On October 17, 2014, Jerry

Torres and Dyer filed their Replies [Dkt. Nos. 435 and 436].

II.     LEGAL STANDARDS

        A.      Standard on Summary Judgment

        Summary judgment may be granted only if the pleadings, the

discovery and disclosure materials on file,                             and any affidavits

show that there is no genuine issue as to any material fact and

that the moving party is entitled to                          judgment as            a matter of

law.     See Fed. R. Civ. P. 56(c); Arrington v. United States, 473

F.3d 329, 333 (D.C. Cir. 2006).                      "A dispute over a material fact

is     'genuine'       if    'the evidence       is    such that         a    reasonable         jury

could return a verdict for the non-moving party.'"                                      Arrington,

473 F.3d at 333              (quoting Anderson v.             Liberty Lobby,             Inc.,     477


                                               -6-
u.s.    242, 248       (1986)).          A fact is "material" if it might affect

the     outcome       of    the     case   under       the     substantive      governing           law.

Liberty Lobby, 477 U.S. at 248.

        As the Supreme Court                stated in Celotex Corp.                    v.    Catrett,

"the plain language of Rule 56(c) mandates the entry of summary

judgment,       after        adequate      time       for    discovery        and    upon motion,

against     a     party       who     fails      to    make     a     showing       sufficient        to

establish the existence of an element essential to that party's

case,    and on which that party will bear the burden of proof at

trial."         477        u.s.   317,     322     (1986).           The    Supreme         Court    has

further explained,

        [w] hen the moving party has carried its burden under
        Rule 56(c), its opponent must do more than simply show
        that there is some metaphysical doubt as to the
        material facts.          Where the record taken as a
        whole could not lead a rational trier of fact to find
        for the nonmoving party, there is no genuine issue for
        trial.

        Scott v. Harris,             550 U.S.         372,   380     (2007)    (quoting Liberty

Lobby, 477 U.S. at 247-48 and Matsushita Elec. Industrial Co.                                         v.
Zenith     Radio       Corp.,        475    U.S.        574,    586-87        (1986)         (internal

quotation marks omitted)).

        However, the Supreme Court has also consistently emphasized

that,    "at the summary judgment stage,                            the    judge's function           is

not .      . to weigh the evidence and determine the truth of the


                                                 -7-
matter,      but to determine whether there is a                               genuine issue for

trial."            Liberty        Lobby,        477       u.s.    at        249.       "Credibility

determinations, the weighing of the evidence, and the drawing of

legitimate         inferences         from the         facts,     are       jury functions,            not

those of a judge" deciding a motion for summary judgment.                                              Id.

at 255.

       In deciding a motion for summary judgment,                                   "the court must

draw all reasonable inferences in favor of the nonmoving party,

and    it    may    not      make       credibility         determinations            or     weigh     the

evidence."          Reeves v.         Sanderson Plumbing Prods.,                     Inc.,      530 U.S.

133,   150    (2000).           Ultimately,         the court must determine "whether

the    evidence          presents         a    sufficient         disagreement             to     require

submission         to    a   jury or          whether      it    is    so    one-sided          that   one

party must prevail as a matter of law."                               Liberty Lobby, 477 U.S.

at 251-52.

       B.     Standard Governing the Personal Liability of the
              Individual Defendants

       As    the        Court     has     recently         held       in    Sabre     VI,       although

corporate      officers           are         not     automatically            liable        in     their

personal      capacity          for     torts       committed         by    the     corporation         in

which they serve, they also "cannot avoid personal liability for

wrongs      committed        by     the       corporation        with       their    knowledge         and

with their consent or approval."                          2014 WL 4162236, at *3                  (citing
                                                    -8-
Vuitch v.       Furr,        482 A.2d 811,           821    (D.C.   1984)).         Consequently,

to hold the Individual Defendants personally liable for Torres'

acts    of conversion,                Sabre must         establish that        each        Individual

Defendant       -    acting with knowledge that the equipment at                                  issue

belonged       to         Sabre          "meaningfully          participated"         in      Torres'

decisions           not     to        return      such     equipment     to        Sabre     at     the

conclusion of the JSS Shield Task and to sell it instead.                                         Sabre

VI,    2014 WL 4162236, at *3                    (citing Lawlor v. Dist. of Columbia,

758 A.2d 964, 977 (D.C. 2000)).

       "'Sufficient               [meaningful]           participation        can     exist        when

there is an act or omission by the officer which logically leads

to the inference that he                        [or she]    had a share in the wrongful

acts of the corporation which constitute the offense.'"                                        Harvey

v.    Mohammed,       841        F.    Supp.     2d 164,     179    (D.D.C.        2012)     (quoting

Lawlor,    7 58      A. 2d at          977) .      Where    such    evidence         exists,       "the

precise        extent         of        an      officer's       "'participation              in     and

responsibility for the alleged                       [conversion is]          a quintessential

question of fact'" that must be submitted to the                                     jury.        Sabre

VI,    2014 WL 4162236,                at *3     (quoting Luna v. A.E.              Eng'g Servs.,

LLC, 938 A.2d 744, 748 (D.C. 2007)). _ Conversely, if the record,

taken as a whole,                could not lead a reasonable jury to conclude

that    each    Individual              Defendant        "had   a   share     of    the      wrongful


                                                    -9-
acts," summary judgment is appropriate.   Celotex Corp.,      477 U.S.

at 322

III. JONES' MOTION

     Jones contends that summary judgment must be granted in her

favor because Torres'   conversion of the life support equipment

did not take place until mid-2012, more than one year after her

employment with Torres ended. 4    She claims that this timeline

demonstrates that she could not have "meaningfully participated"

in Torres' tortious acts.

     Sabre does not dispute that Jones'    employment with Torres

ended in January 2011 or that the conversion of property did not

occur until approximately June 2012.   See Pl.'s SOMF   <J[   12   [Dkt.

No. 384-12].   It claims, however, that the sale to Mr. Hussan in

June 2012 was simply "the final act" of a long-running "scheme"




4
  The Individual Defendants assert that the Court previously held
that the conversion at issue first occurred in June 2012.     This
is incorrect.   The Court previously held that Torres sold the
equipment to Mr. Hussan "in or around June 2012."    Summ. J. Op.
at 61.      This conclusion was based on Torres'        undisputed
Responses to Sabre's Rule 30(b) (6) Written Deposition Questions.
See Pl.'s Opp'n to J. Torres Mot. Ex. 11, at 5-6 [Dkt. No. 384-
11].  The Court has never, however, identified a precise date on
which the conversion first occurred, and it is unnecessary to do
so for purposes of the pending Motions.    What is both material
and undisputed is that the JSS Shield Task Order did not
conclude until March 31, 2012, and the conversion did not take
place until after that date.
                              -10-
to convert its property, which Jones allegedly "inspired" during

her tenure as Torres' CFO.          See generally Pl.'s Opp'n at 2-5. 5

     Sabre's     s-ole evidence of such a               "scheme" is        a    series        of

emails dated November 28, 2010, in which Jerry Torres, Dyer, and

Torres'    Program     Manager,     Jerald       Barnes,       discussed         the     life

support equipment at issue in light of the Government's recent

decision   to    extend   the     JSS    Shield    performance         period          for    an

additional      six months   beyond       the    original      completion         date        of

December 31,      2010.   See Pl.'s Opp'n,              Ex.   8.     The impetus for

this email was that Sabre - who had not yet been advised of the

Government's      decision         had    sent     an     inquiry      regarding             the

removal    of    its   equipment        from    the     Task       Order       site.          In



5
  Jones correctly points out that she is not named as a defendant
in Count 18, which is the conversion count.    See Mot. at 4 n.1;
FAC <JI<JI 452-457. Sabre's only attempt to plead that Jones was
personally involved in the events alleged in that Count is its
allegation in Count 19 that "[o]n or about early 2012, each of
individual defendants Jerry Torres, Rebekah Dyer and Kathryn
Jones, acting in concert and with common intent as principals
and/or aiders and abetters, willfully and maliciously authorized
and implemented the sale of Sabre['s] property at JSS Shield .
. fully aware that the property and proceeds belonged to Sabre."
Id. <JI 469 (emphasis added).  Sabre styled Count 19, however, as
a claim for "Fraud, Aiding and Abetting Fraud, [and] Unjust
Enrichment," not a claim for conversion, and the Court dismissed
that Count on the pleadings in Sabre VI.      2014 WL 4162236, at
*4.    Notwithstanding this lack of clarity in Sabre's pleadings,
the parties have thus far generally proceeded on the assumption
that Count 18 is asserted against the Individual Defendants.
Consequently, the Court does the same.
                                -11-
     discussing     this    inquiry     with     other     Torres   personnel,     Jerry

     Torres wrote:

           If this is another option period and NOT A CONTRACT
           EXTENSION, THEN THE GOODS BELONG TO THE GOVERNEMNT
           [sic] UNTIL SHIELD IS CLOSED.

           Kathy [Jones] and Reb[ekah Dyer] - right?

           Id.

     Dyer responded:

           Yes, this. is the exercise of option 1. Nothing can be
           removed.    The usg owns everything paid for under the
           mob [ilization] clin per the FAR [Federal Acquisition
           Regulations].

           Id.

           These    emails,     taken      alone,      simply    could    not    lead   a
'
I.
I
     reasonable jury to conclude that its participants were engaged

     in a scheme to convert Sabre's property.                   Neither Jerry Torres

     nor Dyer denied that Sabre provided the equipment at issue, nor

     did they suggest that,          once the Task Order was completed,             they

     intended to assert Torres' ownership over such property.                     To the

     contrary,     in an earlier email in the same email string,                   Jerry

     Torres wrote that "We may just want to do this ourselves and buy

     the   stuff   from    [Sabre]    or   buy   all     new   stuff,"   id.    (emphasis




                                            -12-
added),      thereby expressly acknowledging Sabre's property rights
                          6
in the equipment.

       Moreover,      Jones           had    no    role       in   this     exchange       of    emails,

other than the            fact       that     she was         copied as      a     recipient.           Her

passive       receipt            of         emails        stating         the      uncontroversial

proposition that life support equipment at Camp Shield could not

be removed "UNTIL SHIELD IS CLOSED" simply does not "logically

lead []     to the inference that                    [she]      had a     share" in,        much less

"inspired,"        Torres'         ultimate        decision,         more    than a       year     and    a

half      later    (and       more     than       one    year      after     she    was    no      longer

employed by Torres)                to sell Sabre's equipment to a third party.

Lawlor, 758 A.2d at 977.

       As    our   Court        of     Appeals          has     repeatedly        observed,        "[t] he

mere   existence      of       a      scintilla         of    evidence       in    support       of     the

plaintiff's        position            will       be      insufficient;            there        must     be

evidence      on    which          the      jury       could       reasonably       find        for     the

plaintiff."         Talavera           v.     Shah,       638      F.3d   303,     308     (D.C.       Cir.




6
  This comment appears to rBflect the fact that, in OctobBr 2010,
for reasons disputed by the parties and not at issue in the
pending Motions, Torres took over the life support services at
JSS Shield, which previously had been performed by Sabre.     See
Decl. of Kevin Robinson, dated Feb. 17, 2014 ("Robinson DBcl.
I") !! 17-18 [Dkt. No. 432-15].

                                                   -13-
2011)     (citing Liberty Lobby,       477   U.S.   at   252) . 7   Because the

November 28, 2010, email is Sabre's only evidence that Jones was

personally     involved   in     the   conversion    of     property   at   Camp

Shield, 8 and because that email could not lead a reasonable jury

to find Jones personally liable for Torres' acts of conversion,

there is no genuine issue for trial. 9

        Consequently,   Jones'   Motion for Summary Judgment shall be

granted.




7
  Sabre repeatedly quotes the Court's statement in Sabre VI that
"the precise extent of an officer's 'participation in and
responsibility for'" Torres' conversion is "a quintessential
question of fact[.]"       Pl.'s Opp'n at 1.      However, Sabre
conveniently omits the remainder of the Court's sentence, which
is that such "question [ s] of fact        cannot be answered at
the pleading stage." Sabre VI, 2014 WL 4162236, at *3 (emphasis
added) .  As is well established, the standard of proof for
judgment on the pleadings is considerably different than the
standard of proof at summary judgment.
8
  Sabre has also presented an April 26, 2012, email from Sabre's
Head of Operations, Kevin Robinson, to Torres' Iraq Country
Manager, Alfred Leggett, stating that, "[t] here has never been
one comment made over the past 2 years and 6 months where Torres
have   [sic]  claimed ownership of Sabre TWISS       stores  and
equipment."   Pl.'s Opp'n Ex 9 [Dkt. No. 384-9].      This email
refutes, rather than supports, Sabre's claim of a long-running
"scheme" to convert it equipment.   Therefore, it too could not
lead a reasonable jury to find in Sabre's favor.
9
  For the same reason, there is no evidence on which a jury could
reasonably   find   that  Jones   "aided  and   abetted"  Torres'
conversion, as Sabre alleges in the alternative.
                               -14-
IV.     DYER'S MOTION

        Dyer argues       that       summary judgment must be granted in her

favor on the conversion claim because "[t]here is simply nothing

in    the   record which         a    jury could          rely    on"       to   find     that   she

meaningfully       participated          in    Torres'          conversion         of   property.

Reply at 4 [Dkt. No. 436].               The Court disagrees.

        First,    unlike Jones,         it is undisputed that Dyer was still

employed as       Torres'    Vice       President               one    of    its    two    highest

officers - when Torres sold Sabre's equipment to Mr.                                    Hussan in

2012.       Furthermore,    Dyer testified that,                 as Vice President,              she

was intimately involved in oversight of the TWISS program.                                       See

Pl.'s Opp'n Ex.       6    (deposition tr.             of Rebekah Dyer)             at 99:11-14

(Q:     Is the vice president typically on the phone with the other

party .       . discuss[ing] pricing?                A:     "At Torres, yes, you are.

I do everything.").

        Second,   Leggett        testified that,           upon the          completion of a

Task Order (a process the parties refer to as "demobilization"),

Dyer was generally one of the three people who instructed him as

to whether equipment located at the Task Order site belonged to

Sabre or Torres,          so as to enable him to return any equipment

belonging to Sabre.              See Pl.'s Opp'n Ex.              16    (deposition tr.          of

Alfred Leggett)       at    288:3-21)          [Dkt.      No.    432-16].           Dyer argues


                                              -15-
that this testimony pertains to a Task Order at First Operating

Base Husayniyah,              not JSS Shield.                 The deposition excerpt cited,

however, does not make reference to any specific Task Order.                                                        In

any     event,        the     fact    that       Dyer        advised      Leggett         regarding             the

ownership        of    equipment          at     one    Task Order           site may           support             an

inference        that       she    did so        at     other Task Order              sites          as       well,

including the one at JSS Shield.

        Third,        the     November          28,    2010,        emails     discussed             above          in

connection            with         Jones'        Motion            further       demonstrate                   that

disposition           of     Sabre's      equipment           at    the   conclusion of                   a    Task

Order site was precisely the type of matter in which Dyer was

directly       involved.             Moreover,          the    first        email     in       that           set

which    was     forwarded           to   Dyer        for     her    input,      and      to     which          she

responded              is     an     email       from       Sabre     asking        for     a    "plan              of

demobilization"              given     that       the     "Life      Support        Units        have          been

purchased        by    Sabre                      [and]       we    would      have    to       send           in    a

workforce        to    start        dismantling             [them    for]      removal          to    Basra."

Pl.'s Opp'n,           Ex.    10     [Dkt.      No.     432-10].          This    is evidence that

Dyer knew specifically that Sabre claimed ownership of the life

support equipment at JSS Shield.

      Fourth          and     finally,           Sabre's       Head       of     Operations,                  Kevin

Robinson,      has         submitted        a    Declaratio-n         stating       that        he    visited


                                                      -16-
the    JSS    Shield      site    in     May     2012    and   demanded    the      return     of

Sabre's      equipment,          to    which      Leggett      responded     that      he     had

instructions from Torres' "corporate headquarters" not to return

any equipment that was not registered as Sabre's with the Iraqi

Ministry      of    Interior          ("MOI").        See   generally     Decl.      of     Kevin

Robinson, dated Oct.             4, 2014       ("Robinson Decl.       II")     ~~   7-9 [Dkt.

No.    432-17].        Again,         based on Dyer's high          level position and

past involvement in such matters, a jury could reasonably infer

that    she        took    part        in   this        instruction     from        "corporate

headquarters. " 10

       Based on all of this evidence, a reasonable jury could find

that Dyer consented to,                approved of, or otherwise "meaningfully

participated" in the events giving rise to Torres' conversion of




10
   Dyer objects that this Declaration is "double-hearsay and
inadmissible." See Def. 's Reply to Pl.'s Rebuttal SOMF ~ H ( 14) .
To survive summary judgment, however, Sabre need only produce
evidence that is "capable of being converted into admissible
evidence."    Greer v. Paulson, 505 F.3d 1306, 1315 (D.C. Cir.
2007)   (citation   omitted).     The   statements  in Robinson's
Declaration are capable of being converted into admissible, non-
hearsay, evidence when he testifies at trial, as Sabre has
indicated that he will do.    See Pl.'s SOMF in Opp'n to J. Torres
Mot. ~ 17 [Dkt. No. 431-27].      Consequently, Dyer is incorrect
that the Declaration must be disregarded for purposes of summary
judgment.

                                               -17-
property.         Sabre VI, 2014 WL 4162236, at *3. 11                     Therefore, Dyer's

Motion for Summary Judgment shall be denied.

V.     JERRY TORRES' MOTION

       Last,          Jerry   Torres    argues    that     summary        judgment     must     be

granted in his favor on the conversion claim.                             Like Dyer, he has

submitted         a    Declaration      stating    that    he    did       not    "participate

in," "consent to," or "approve of" the sale of property at JSS

Shield.      Mot. Ex. A (Decl. of Jerry Torres)                      ~   2-3 [Dkt. No.        408-

3] .    He argues that there "is not a single fact in the record"

that contradicts these facts.                Mot. at 5.

       Jerry Torres'           Motion shall be denied for                  largely the same

reasons stated above in connection with Dyer's Motion.                                      First,

he     was    the        highest       officer    at     Torres          and     had   intimate

involvement in the TWISS program, including oversight of the JSS

Shield Task Order.               See Mot.,       Ex.   C   (deposition tr.             of    Jerry

Torres)      at       49:19-50:16      (testifying that         he       visited the        Shield



11
   Dyer has submitted a Declaration stating that the decision to
sell Sabre's equipment at JSS Shield was made by former Torres
Senior Program Manager Robert Lewis,      and that she neither
"directed" nor "discussed" that decision.    See generally Decl.
of Rebekah Dyer ~~ 3-7.        Even if a    jury believed these
statements,   Dyer's   Declaration   does   not   foreclose   the
possibility that she had a role in the conversion.      It refers
only to the sale of the property to Mr. Hussan and is completely
silent as to her involvement in any prior decisions regarding
who owned the property and/or whether to return it to Sabre.
                              -18-
Task      Order     site        and     had     general      knowledge         regarding       the

equipment supplied there) .

        Second, Leggett testified that Jerry Torres was, along with

Dyer, one of the three individuals who instructed him regarding

the ownership of the Team's onsi te equipment at the conclusion

of a Task Order.                See Pl.'s Opp'n,            Ex.   16    (deposition tr.         of

Alfred     Leggett)        at    288:3-21          [Dkt.    No.   432-16].            Third,    as

discussed above, the November 28, 2010, emails - on which Jerry

Torres was copied and to which he responded -                               demonstrate both

that he knew Sabre claimed ownership of the JSS Shield equipment

and that responding to such a claim was the type of matter in

which     he    was   generally              involved.        Fourth,        Kevin    Robinson,

Sabre's Head of Operations,                     attested in his             October    4,    2014,

Declaration       that,         when     he     asked      Leggett     to     identify      which

individual at "corporate headquarters" told him not                                   to    return

Sabre's equipment, Leggett specifically identified Jerry Torres.

        Jerry Torres points to Leggett's deposition testimony,                                  in

which     Leggett     stated          that    Torres'      Operations        Manager,       rather

than    Jerry     Torres,        told        him   that     the   property          belonged    to

Torres.        See Mot. Ex. B (deposition tr. of Leggett)                           at 292:7-19

[Dkt.    No.    408-4].         Even if Leggett's testimony is inconsistent

with Robinson's October                 4,    2014,     Declaration,         that    fact would


                                                -19-
not     warrant      summary      judgment.           As        our    Court        of     Appeals    has

repeatedly emphasized:

        'Credibility  determinations, the  weighing  of  the
        evidence, and the drawing of legitimate inferences
        from the facts are jury functions, not those of a
        judge at summary judgment.'   Thus, [the court must]
        not 'determine the truth of the matter,' but instead
        decide only 'whether there is a genuine issue for
        trial.'

        Pardo-Kronemann v.             Donovan,       601       F.3d        599,    604     (D.C.    Cir.

2010)        (quoting Liberty Lobby,           477 U.S.           at 249).               Because Sabre

has presented evidence that                  Jerry Torres was directly involved

in     the     events    related       to    the    conversion               claim,        there     is    a

genuine issue for trial, despite the fact that contrary evidence

also exists.

        Finally,        Jerry    Torres      claims        that        Robinson's           October       4,

2014,    Declaration        is    inconsistent           with         his    February        17,    2014,

Declaration and should therefore be disregarded under the "sham

affidavit       rule."      Def.' s     Reply at           7.         This    rule       "precludes        a

party from creating an issue of material fact by contradicting

prior        sworn   testimony        unless       the      'shifting              party    can     offer

persuasive        reasons       for    believing         the      supposed           correction'          is

more accurate than the prior testimony."                               Galvin v.           Eli Lilly &

Co.,     488     F.3d     1026,       1030    (D.C.        Cir.        2007)         (citations       and

quotation marks omitted).                   Our Court of Appeals has made clear,


                                              -20-
however,              that        " [ i] f      the        supplemental              affidavit        does        not

contradict but instead clarifies the prior sworn statement, then

it is usually considered admissible."                                        Id.    (citations omitted).

               Robinson's         October           4 Declaration shall not be disregarded

because it is not inconsistent with his February 17 Declaration.

In the later Declaration,                             Robinson attested that "[o]n or about

Tuesday,              15 May 2012,              I     went      to    Joint        Security Station              (JSS)

Shield           to      assess         what     of       Sabre's      property                      Torres       was

required to return to Sabre" and observed that "[m] ost of the

facilities of the Sabre camp .                                       . were gone. "          Robinson Decl.

II    <JI<JI    :3, 6.     He stated further that,                       when he inquired what had

happened to the equipment,                                he was told that it "had been sold

off by Torres over the previous four months[.]"                                                Id.    <JI   6.      In

the      earlier          Declaration,                Robinson        attested that           he     learned in

May 2012,              that       "Torres           had    sold the          LSA and other equipment"

without Sabre's consent but,                               "[s]ince Sabre had not been allowed

on    the         site,       I     never       saw       the    condition           of    this    equipment."

Robinson Decl. I                  <JI   19.

           Jerry          Torres              claims         that        these            Declarations            are

inconsistent because in the later one, Robinson reports visiting

the JSS Shield site, whereas he previously stated that Sabre had

not      been         allowed           access       to    the       site.         The    Declarations           can,


                                                            -21-
however,         also     be    read,   perfectly         consistently,             to    mean        that

Sabre was not allowed access to the JSS Shield site prior to May

2012,       when Robinson visited and first learned that much of the

equipment had been sold.                   This is a plausible reading in light

of evidence that Torres shut Sabre out of the JSS Shield Task

Order       during      the     performance        period.            See   Robinson           Decl.     I

<JI<JI   17-18     (attesting       that,      by        October        2010,           "Torres        had

essentially          taken      over    the        LSA    services          at     JSS        Shield").

Moreover,         this reading is supported by an April 26, 2012,                                    email

from       Robinson       to    Leggett,      which       stated       that      "[i]f         you     are

available on            [May 5,    2012],      I       will travel to Shield with the

Sabre       Team    and    we     can   have       a    face     to    face      chast        [sic]     on

current/outstanding              issues.           It    will    be     good       to    catch        up."

Pl.'s Opp'n to Jones' Mot.,                   Ex 9       [Dkt. No.      384-9].           Therefore,

because          Robinson's       supplemental           affidavit          does        not     clearly

"contradict but instead clarifies                        [his]    prior sworn statement,"

it shall not be disregarded. 12

          For all of the foregoing reasons,                      there is a genuine issue

of fact as to whether Jerry Torres meaningfully participated in,

and thus can be held personally liable for,                                 Torres'       convers.ion


12
    Jerry Torres also claims that       the October· 14,    2014,
Declaration is hearsay.   The Court has addressed that objection
in connection with Dyer's Motion, above. See supra note 10.
                              -22-
of    property.      Consequently,     his    Motion    for   Summary   Judgment

shall be denied.

VI.    CONCLUSION

       For   the     foregoing   reasons,      Jones'    Motion   for   Summary

Judgment     shall   be granted,     Dyer's    Motion   for   Summary Judgment

shall be denied,         and Jerry Torres'      Motion for Summary Judgment

shall also be denied.         An Order shall accompany this Memorandum

Opinion.




October   Jo ,    2014

                                              United States District Judge




Copies to: attorneys on record via ECF




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