                                        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

        Sabre International Security                           ("Sabre    11
                                                                               )   has sued its former

business              partner,           Torres      Advanced       Enterprise            Solutions,       LLC

("Torres     11
                  )         and     Torres        officers,       Jerry     Torres,           Scott    Torres,

Rebekah Dyer,                     and Kathryn Jones           (collectively,              the    "Individual

Defendants            11
                           ),    for breach of contract, tortious interference with

prospective                     economic      advantage,           fraud,          and        conversion    of

property.

        This               matter        is   before        the     Court           on    the     Individual

Defendants' Motions to Dismiss for Lack of Personal Jurisdiction

[Dkt.    Nos.               260     &    276] .      Upon     consideration              of    the    Motions,

Oppositions                     [Dkt. Nos.    273 & 284]          and Replies            [Dkt. Nos.     275 &

292],    and the                   entire     record herein,          and          for   the    reasons    set

forth below, the Motions shall be denied.·
I .    BACKGROUND

       A.      Factual Overview1

       Sabre     is    an     Iraqi    limited        liability      company        with    its

principal      place    of    business       in Baghdad,          Iraq.      Torres    is    an

American limited liability company organized under the laws of

Virginia    with       its    principal       place    of   business         in Arlington,

Virginia.        Both        companies       are   private        security     contractors

providing       security          services     around       the     world      to     various

entities, including the United States Government.

       From 2007 until 2010, Sabre and Torres partnered to perform

security    services         at    United    States     military          installations      in

Iraq   pursuant       to     two   Theater-Wide        Internal       Security       Services

("TWISS")      Multiple Award Task Order Contracts with the United

States Government. 2           This relationship was governed by a Teaming



1
  The factual allegations are taken from the First Amended
Complaint ( "FAC") [Dkt. No. 242] and the facts alleged in the .
parties' briefs and accompanying exhibits.
2
  Under the TWISS framework, the Government initially issued a
competitive "Request for Proposals" which resulted in the award
of Multiple Award Task Order Contracts ("MATOCs") to a number of
contractors for a fixed period of performance.     See FAC ~ 57.
The Government did not, however, "procure any specific work in
[a] TWISS [] MATOC itself."   Id. ~ 94.   Instead, a TWISS MATOC
simply required the Government to issue to each of the TWISS
MATOC awardees ("TWISS Contractors") TWISS Task Order Proposal
Requests ( "TOPRs") for each military installation in Iraq for
which it required TWISS services.        Id. ~ 95. Each TWISS
Contractor was then permitted but not required to compete for a
                                             -2-
Agreement, which designated Torres as the "prime contractor" and

Sabre      as     the        "subcontractor"           vis      a   vis    the      United       States

Government.            According to Sabre, the Teaming Agreement required,

inter alia,           that:       (1)   Sabre and Torres compete exclusively as a

team     for      any        TWISS       proposal       submitted         to     the        Government;

(2) both         parties          approve        any     such       proposal        prior      to     its

submission; and (3) Torres, as prime contractor, offer Sabre any

work awarded that fell within a defined "Scope of Work."

        Sabre contends that,                   in the spring of 2010,               the Individual

Defendants            made    a     secret      internal      decision         to   terminate         the

Teaming Agreement and enter into direct competition with Sabre.

Pursuant to this decision,                      the Individual Defendants allegedly

caused Torres to breach the Teaming Agreement by,                                       among other

things·,        (1)        secretly       reducing       Sabre's       prices          in     proposals

submitted         to       the    Government;          (2)    refusing         to   pay       Sabre    in

accordance             with        previously          agreed-upon             pricing         schemes;

(3) bidding            on     new       Task    Orders       without      Sabre's           consent    or

knowledge; and (4) usurping work that fell within Sabre's "Scope

of Work."             It     is   further alleged that each of the                           Individual

Defendants fraudulently concealed these activities from Sabre.




TWISS Task Order by submitting a Task Order proposal in response
to the TOPR. Id. ~~ 96-97.
                                                   -3-
            B.      Procedural Background

            On    April      29,     2011,     Sabre    filed     its     original          Complaint

naming Torres as the sole defendant                            [Dkt.    No.    1] .        On July 5,

2013, Sabre moved to amend its Complaint to add a claim of fraud

against           the     Individual      Defendants,      as well        as       seven new tort

claims against Torres                    [Dkt. No.     197].     On October 3,              2013,   the

Court granted Sabre's Motion [Dkt. No. 240], and on October 10,

2013, Sabre filed its FAC [Dkt. No. 242] . 3

            On December 2,            2013,     specially appearing Defendant                     Jerry

Torres filed his Motion to Dismiss the FAC for Lack of Personal

Jurisdiction ("J. Torres Mot.")                        [Dkt. No. 260].             On December 30,

2013,        Sabre        filed    its    Opposition      ("Opp'n to          J.      Torres Mot.")

    [Dkt.    No.     273].         On January 9,         2014,    Jerry Torres              filed his

Reply ("J. Torres Reply")                     [Dkt. No. 275].

            On January 10,           2 014,    specially appearing Defendants Scott

Torres,           Dyer,    and Jones filed their Motion to Dismiss the FAC

for Lack of Personal Jurisdiction                         ( "Jt. Mot.")            [Dkt.    No.   276] .

On January 27,               2014,    Sabre filed its Opposition                    ("Opp'n to Jt.

Mot . ")         [Dkt . No.2 84] .       On February 6, 2014, Scott Torres, Dyer,

and Jones filed their Reply ("Jt. Reply")                          [Dkt. No. 292].



3
  On January 30, 2014, the Court granted Torres' Motion to
Dismiss Counts 15-17 and 20-22 of the FAC, but denied its Motion
to Dismiss Count 18 of the FAC. [Dkt. Nos. 287 & 288].
                                                  -4-
II.        LEGAL STANDARDS

           A.    Standard of Review Under Rule 12(b) (2)

           "To prevail          on a       motion        to    dismiss       for     lack of        personal

jurisdiction,             a    plaintiff          must    make        a    prima     facie       showing     of

pertinent jurisdictional facts."                              United States v.              Philip Morris

Inc.,       116 F.       Supp.      2d 116,        121    (D.D.C.          2000)    (citing Edmond v.

U.S.       Postal     Serv.         Gen.    Counsel,          94.9    F.2d 415,           424     (D.C.    Cir.

1991)).         The      "[p] laintiff            must    allege          specific        facts    on which

personal         jurisdiction               can     be        based"        and     "cannot         rely     on

conclusory allegations."                      Moore v. Motz,                437 F.    Supp.       2d 88,     91

(D.D.C.         2006)         (internal        citations             omitted) .            Nor      may     the

plaintiff           aggregate          factual           allegations           concerning           multiple

defendants          in    order       to     demonstrate             personal       jurisdiction over

any individual                defendant.          See Rush v.              Savchuk,        444    U.S.     320,

332        (1980)        (rejecting          aggregation              of     co-defendants'               forum

contacts because               "the        [jurisdictional requirements]                        must be met

as to each defendant").

        When     considering           personal           jurisdiction,             the     Court     is    not

limited to          the       allegations          in the        complaint,          but     "may receive

and     weigh       affidavits         and        other       relevant        matter       to     assist     in

determining          the       jurisdictional            facts."            Philip        Morris,     116    F.

Supp.       2d at 120 n.4             (citations omitted);                  see also Novak-Canzeri

v.    Al    Saud,     864      F.    Supp.     203,      206     (D.D.C.          1994)     ("[T]he Court

                                                      -5-
must accept Plaintiff's claims as true in ruling on a                                               12 (b) (2)

motion,          unless           they         are      directly            contradicted             by     an

affidavit [.] ") .              However,        any     "factual          discrepancies           appearing

in     the     record        must      be     resolved        in    favor       of    the     plaintiff."

Crane     v.     N.Y.        Zoological         Soc'y,       894    F.2d     454,      456     (D.C.      Cir.

1990) .

        B.       Standard Governing Personal Jurisdiction

        "Federal courts ordinarily follow state law in determining

the bounds of their jurisdiction over persons."                                          Daimler AG v.

Bauman,        134   S.       Ct.      746,     753     (2014).           "To    establish          personal

jurisdiction over a non-resident,                            a court must engage in a two-

part    inquiry:           [It]     must       first     examine      whether          jurisdiction is

applicable under the state's long-arm statute and then determine

whether a        finding          of    jurisdiction satisfies                   the    constitutional

requirements          of      due      process."             GTE    New     Media      Servs.       Inc.    v.

BellSouth Corp.,              199 F. 3d 1343,               1347    (D.C.    Cir.      2000)      (citation

omitted).            "[A]       State         may     authorize       its       courts       to     exercise

personal       jurisdiction over an out-of-state defendant                                        [only]    if

the    defendant          has       'certain         minimum       contacts          with    [the     State]

such      that       the       maintenance             of     the     suit       does        not      offend

'traditional         notions           of     fair    play and substantial                   justice [.] '"

Daimler,       134      S.    Ct.      at     754     (citing       International            Shoe     Co.   v.

Washington, 326 U.S. 310                      (1945)).

                                                       -6-
        There       are    two       variants           of    personal           jurisdiction:                general

and      specific.                  General            jurisdiction                  is      "'all           purpose'

adjudicatory authority to entertain a                                  suit against                 a    defendant

without       regard          to        the     claim's        relationship                 vel     non       to     the

defendant's          forum-linked               activity [.]"              Kopff v.              Battaglia,          425

F.    Supp.     2d    76,       81       (D.D.C.        2006)        (citing           Steinberg v.                Int'l

Criminal Police Org.,                     672 F.2d 927,. 928                (D.C.          Cir.    1981))            The

exercise of general                     jurisdiction is consistent with due process

only    if     the    defendant's               "'affiliations              with           the    State       are     so

continuous and systematic as to render                                     [it]       essentially at home

in    the     forum       State. '"             Daimler,        134        s.        Ct.    at    761        (quoting

Goodyear       Dunlop         Tires           Operations,           S.A.        v.     Brown,       131       S.     Ct.

2846, 2851 (2011)).

        Specific           jurisdiction                 is      the         power            to         "entertain

controversies             based         on      acts     of     a     defendant              that       touch        and

concern the forum."                      Kopff,        425 F.       Supp.        2d at       81.         Courts in

the    District       of       Columbia           "may        exercise           specific           jurisdiction

over    a     defendant            if    the     plaintiff           demonstrates                 that       (1)     the

District       of    Columbia's                long    arm     statute,              D.C.    Code        §    13-423,

authorizes          jurisdiction,               and     (2)     the    exercise              of     jurisdiction

comports       with       the        federal           requirement              of     constitutional                due

process."        Nat'l Cmty.                  Reinv.    Coal. v.           NovaStar Fin.,                Inc.,       631

F.    Supp.   2d 1,       4    (D.D.C.          2009)        (citation omitted).                    Due process

                                                        -7-
    is    satisfied if the defendant                                has    "purposefully direct [ed]                 his

    [or her]          activities toward forum residents                                              such that he

    [or    she]        should             reasonably           anticipate       being       haled        into    court

there"          or has               "'purposefully avail [ed]"                  himself or herself                  "of

the privilege of conducting activities within the                                                    forum State,

thus        invoking                  the           benefits    and       protections         of        its    laws.'"

Burger King Corp.                              v.    Rudzewicz,       471    U.S.    462,     473,       475    (1985)

    (citations omitted) .

III. Jurisdictional Facts

           A.         Defendant Jerry Torres

           Defendant                 Jerry Torres              is   Torres'     Chief       Executive Officer

and sole shareholder.                                 Opp'n to J. Torres Mot.               at 1-2.            He is a

resident              of    the           State       of   Florida,        where he     has         lived      for   the

past ten years.                           Decl.        of Jerry Torres          ("J.    Torres Decl.")               '    2

    [Dkt. No.         260] .              He does not maintain an office in the District

of Columbia.                        Id.    '    4.     Other than for depositions taken in this

case,           he         has            not        visited        the     District        of       Columbia            in

approximately four years.                                  Id. '     5.

           Jerry Torres did not sign the Teaming Agreement on Torres'

behalf.               [Supplemental]                   Decl.    of Jerry Torres             ( "J.    Torres Supp.
                                4
Decl . ")         '        3.              Sabre        alleges,          however,     that        he     "reviewed,


4
 The Teaming Agreement was signed on Torres' behalf by John R.
Smith, Torres' Director of Operations.   See Teaming Agreement
                              -8-
approved,           signed           and     submitted"              a     TWISS     proposal           to     the

Government           that       included the          Teaming Agreement.                       Opp' n    to J.

Torres Mot. at 1.                    Sabre further alleges that he had "extensive

and direct"           involvement in and influence over multiple aspects

of Torres'           performance under the Teaming Agreement.                                     Id.        at 9.

For      example,        Jerry         Torres       allegedly              directed       Torres'        former

Chief Financial Officer Kathryn Jones and former Vice President

Rebekah        Dyer      to      reduce           Sabre's        prices       in    the     team's           TWISS

proposals and supervised the                          submission of these proposals to

the Government.                 S.ee, e.g.,         FAC     ~~       99,    271,   273,    292.         He also

is alleged to have overseen the implementation of unauthorized

reductions from Sabre's invoices and to have tightly controlled

Torres'         communications               with      Sabre             personnel        regarding           such

reductions.             Id.      ~~        271,    304,     315.           There   is     no    indication,

however,        and     Jerry         Torres        expressly denies,                that       any     of     his

TWISS-related activities took place in the District of Columbia.

J. Torres Decl.             ~   6.

         B.        Defendant Scott Torres

         Scott Torres            is        Jerry Torres'              brother.          During     the        time

period        at     issue,          he     served     as        a       project     manager,           project

coordinator,           and program and security contracts manager for the


[Dkt .    No.       2 2-2] .         Smith is not named as a                       defendant          in this
case.
                                                      -9-
TWISS program.                 Decl. of Scott Torres               ( "S. Torres Decl. ")                 ~~   5

[Dkt. No. 2 76-2]

        Scott Torres             lives       in the     State of Kansas,                where he has

been a resident for more than 29 years.                              Id.   ~   2.           He has never

worked        or    lived       in     the        District    of   Columbia,            and        has   "not

personally transacted any business or committed any acts in the

District of Columbia that would give rise to the allegations" in

the FAC.           Id.    ~~    8I    10.     The last time he visited the District

of Columbia was more than three years ago, for leisure purposes.

Id.    ~ 9.

        Scott Torres is not an owner,                         member or manager of Torres

under        its    corporate documents                and does      not   have             authority to

direct        or     control           its        corporate     policies,        procedures,                  or

operations.              Id.   ~~     6-7.        In his capacity as a project manager,

project coordinator,                  and program and security contracts manager

for    the     TWISS program,                he    "recruited personnel,                built pricing

models and calculated manning requirements."                               Id.      ~    9.

        C.         Defendant Kathryn Jones

        Kathryn Jones                ("Jones") was Torres' Chief Financial Officer

( "CFO")       from January 2009,                   through January 2011,                   during which

time     she       worked        out     of       Torres'     headquarters              in        Arlington,

Virginia.           Decl. of Kathryn Jones                   ("Jones Decl. ")           ~     6    [Dkt. No.



                                                     -10-
276-3].    She has been a resident of the Commonwealth of Virginia

for more than fifteen years.                    Id.       ~   2.

       The parties disagree as to whether Jones had "authority to

direct or control the creation of                             [Torres']          corporate policies,

procedures          or    operations"          in     her              capacity        as    CFO.             Jones

declares       that      she did not.               Id.       ~    8.      Sabre claims she did.

Opp'n to Jt. Mot. at 15.                  More specifically, Sabre contends that

Jones "was one of only a few Torres personnel who Jerry Torres

claimed had the authority to bind                                 [Torres]       by signing official

documents."              Id.       Sabre        further                 alleges        that        Jones        had

"extensive and direct" participation in the price reductions at

the    heart     of      this    case     as        well          as    efforts        to     conceal          such

reductions from Sabre.                  Id. at 15-18.                     Sabre does not contend,

however,   that Jones performed these activities in the District

of Columbia, and Jones has attested that she did "not personally

transact[]      any business or commit[]                          any acts in the District of

Columbia that would give rise to the allegations"                                              in the FAC.

Jones Decl.         ~   11.

       Jones has never lived in the District of Columbia, although

she    visits       occasionally        for         leisure             purposes.            Id.    ~~        9-10.

From    February          1,    2011,     through             November           18,        2013,       she     was

employed       in       the    District        of     Columbia             as     Vice        President          of

Finance and. Administration for TSyrnmetry,                                     Inc.         Id.    ~    4.      On
                                                    -11-
November 18,          2013,    her employment for TSymmetry was terminated

and, since then, she has been unemployed.                          Id.      ~~        4-5.

        D.      Defendant Rebekah Dyer

        Rebekah Dyer was employed by Torres from 2008 through 2013,

most     recently      in     the     positions      of   Vice      President                 and    Chief

Operating Officer ("COO").                  Decl. of Rebekah Dyer ("Dyer Decl.")

~~ 6-7.        She has resided in the Commonwealth of Virginia for the

last fourteen years and, while employed by Torres, worked out of

its headquarter offices in Virginia.                      Id.     ~~ 2,          6.

        The    parties        again      disagree    as     to     whether             Dyer     had       the

authority        to    direct       or    control     Torres'           corporate              policies,

procedures or operations.                   Dyer claims she did not,                           id.    ~    9;

Sabre        claims    she     did.        Opp'n     to     Jt.     Mot.              at     9-11.         In

particular,       Sabre       contends      that     Dyer    collaborated                    with    Jerry

Torres       in making key decisions;                could bind Torres                       by signing

official       Government       documents;      and had           "extensive and direct"

involvement in the TWISS price reductions at issue as well as

efforts to conceal them from Sabre.                       Id. at 9-13.                       There is no

indication, however, that Dyer performed any of these activities

in the District of Columbia.                 See Dyer Decl.             ~   12.

       Dyer is currently self -employed in Virginia and obtaining

her Ph.D. from Georgetown University.                        Id.    ~       5.        She visits the

District of Columbia approximately one time per week for school-
                                              -12-
related reasons and also occasionally for leisure purposes.                                      Id.

~~ 5,    11.

IV.     ANALYSIS

        Sabre's primary argument                 in support             of   jurisdiction over

the Individual Defendants is that the forum selection clause in

the Teaming Agreement, and Torres' other forum contacts, may be

"attributed"          to   them    for    purposes          of    assessing      their minimum

contacts because they held high level positions within Torres'

corporate           hierarchy     and    were    closely          involved      in     the   events

giving rise to this lawsuit.                    Sabre further claims that Jones is

subject        to    general      jurisdiction         based       on    her    employment       for

TSymmetry, Inc. in the District of Columbia.

        A.      The Court         Does    Not     Have       General         Jurisdiction       over
                Jones

        Under District of Columbia law, courts can exercise general

personal        jurisdiction       over    a     "person         domiciled       in,      organized

under the laws of, or maintaining his                            [or her]      or its principal

place of. business in, the District of Columbia [.]"                                 D.C. Code     §


13-422.         Sabre      contends      that     Jones'         approximately         three-year

employment          with   TSymmetry. · Inc.           in    the     District        of    Columbia

satisfies       the     "principal place of business"                        clause of       Section

13-422       and thus gives rise to general jurisdiction over Jones.

Opp'n to Jt. Mot.           at 5-7.        Jones counters that mere employment


                                                -13-
in     a     subordinate           capacity      for     another          does       not      satisfy        the

"principal place of business" clause of Section 13-422 and thus

cannot support general jurisdiction.                           Jt. Reply at 2-6.

           The    Court        need    not   resolve         whether       employment            satisfies

Section 13-422 because there is a more basic defect to Sabre's

theory.           Sabre's case for general jurisdiction is based on the

fact       that       Jones was        employed for TSymmetry,                    Inc.      at    the    time

"the Complaint and First Amended Complaint were filed."                                                 Opp'n

to Jt.           Mot.    at    5   (emphasis      added) .         It      is     "uniformly held,"

however, that "jurisdiction is to be determined by examining the

conduct          of     the    defendants       as     of    the   time         of     service      of       the

complaint."             Brandir Int'l, Inc. v. Cascade Pac. Lumber Co., No.

84-1411, 1988 WL 78382, at *1 (S.D.N.Y. July 18, 1988)                                            (emphasis

added)           (citations        omitted);      see,       e.g.,        Wego       Chern.      & Mineral

Corp.       v.     Magnablend Inc.,             945    F.    Supp.        2d 377,          386    (E.D.N.Y.

2013)        ("[I] t      is    well-settled          that                  the        Court      looks       to

whether it could assert personal jurisdiction over the defendant

at the time jurisdiction is sought to be asserted.")                                              ( citation

omitted);             Clark v.        Meijer,    Inc.,       376     F.    Supp.        2d 1077,         1085

(D.N.M. 2004)             (same).

           Jones'       employment       for     TSymmetry,          Inc.        was       terminated         on

November 18, 2013, due to a loss of business.                                        Jones Decl.         ~    5.

Sabre did not                 send her waiver of service form until                               two days
                                                     -14-
later       on    November     20,    2013.       See    Waiver     of     the   Service       of

Summons for Kathryn Jones                   [Dkt. No.   255].      Thus,    Jones was not

employed in the District of Columbia at the time Sabre sought to

assert the Court's jurisdiction over her by serving her with the

FAC.     As Jones'           District-based employment is the only basis on

which Sabre argues that general jurisdiction is proper, and that

employment had ceased when Sabre sought to invoke the Court' s

jurisdiction,           the Court does not have general jurisdiction over

Jones.

       B.        The Court Does Not Have Jurisdiction over the
                 Individual Defendants Under a uMinimum Contacts"
                 Analysis

       As        to    the   remaining       Individual     Defendants,          and    as     an

alternative basis for jurisdiction over Jones, Sabre argues that

jurisdiction            is   proper    based     on     Torres'     contacts        with      the

District         of    Columbia,      which     Sabre     seeks     to     impute      to     the

Individual            Defendants      for    purposes     of      the    Court's       minimum

contacts analysis.                Opp'n to J.     Torres Mot.           at 7-20;    Opp'n to

Jt. Mot. at 8-25.

       The Supreme Court has held that an individual defendant's

"contacts with [a forum] are not to be judged according to their

employer's activities there."                    Calder v.        Jones,    465 U.S.         783,

790    (1984); see also Keeton v. Hustler Magazine,                         Inc., 465 U.S.

770,    781 n.13         (1984)      ("Jurisdiction over an employee does not
                                              -15-
automatically          follow    from        jurisdiction        over       the     corporation

which       employs    him      [or    her.]")       (citations           omitted) .        While

conceding this general principle,                    Sabre points to a handful of

decisions in this District holding that the rule does not apply

where an individual is "more than an employee" of a company and

that    it    is    proper,     under        certain    circumstances,             to     exercise

jurisdiction          over    high-level        employees        based        on    the      forum

contacts ·of        their     employers.         See,     e.g.,       Nat'l       Cmty.     Reinv.

Coal., 631 F. Supp. 2d at 8 (holding that company contacts could

be imputed to their founder and president because s/he exerted

"significant        influence"         over    their    "policies,          procedures,        and

operations").          Sabre invokes this doctrine as a basis to impute

Torres' jurisdictional contacts to the Individual Defendants.

       As    previously        mentioned,        Torres     is        a    Virginia        limited

liability      company        with     its     principal       place        of     business     in

Virginia.          Sabre has      identified only three                   forum contacts of

Torres, none of which,               as discussed below,          support jurisdiction

over    the        Individual         Defendants       under      a       minimum.        contacts

analysis. 5


5
   Because the Court concludes that Torres'       jurisdictional
contacts are insufficient to satisfy the minimum contacts
requirement in any event, it need not fully consider the
applicability of the "more than an employee doctrine," which has
its genesis in a single unreported Superior Court decision,
Covington and Burling v. Int' l Marketing & Research, Inc. , No.
                                              -16-
               1.       Torres' Work for the Far.m Services Agency

        First,      Sabre contends that in 2009,                     seven Torres employees

worked in the District of Columbia.                           Opp'n to J. Torres Mot. at

7.     Jerry Torres has clarified in a sworn declaration that these

seven     employees         "worked     in       the    United           States    Department     of

Agriculture South Building .                            under       [an unrelated]         contract

with     the     Farm      Services    Agency           [ 'FSA']"         which    provided     that

performance         could     occur        "in    up     to        150    FSA     county     offices

nationwide; FSA Headquarters in Washington D.C. and the location

where    [contracting officer's technical representative]                                  resides."

See J. Torres Supp. Decl.              ~   2 & Ex. 2 at 2.

        The    District      of   Columbia-based work of                     the    seven Torres

employees was unrelated to the 'TWISS program and is, therefore,

irrelevant       to     specific      jurisdiction.                Furthermore,       a     limited,

contract-based arrangement for Torres employees to perform work

at United States Government facilities nationwide,                                  including in

the District of Columbia,                  does not render Torres                   "at home"     in

the District          of   Columbia and is              also       insufficient       to     support

general       jurisdiction.        Daimler,            134    S.    Ct.    at 761;    see,     e.g.,

Saudi v. Marine Atlantic, Ltd., 306 F. App'x 653, 655 (D.C. Cir.



01-4360, 2003 WL 21384825, at *6 (D.C. Super. Ct. Apr. 17,
2003), and has not been endorsed by either the Court of Appeals
for the District of Columbia or our Court of Appeals                                        for the
D.C. Circuit.
                                                 -17-
2009)     (company that               had no office,         bank account,        property,         or

employees "permanently stationed"                          in forum could not be subject

to general           jurisdiction despite small amount of                       time employees

spent there) .

        In    sum,     even          if   Torres'     contract     work    for        the    FSA   was

"attributed"          to       the     Individual     Defendants     for    purposes          of   the

minimum contacts analysis,                    it would not         support either general

or specific jurisdiction over them.

                2.      Torres' Retention of a District of Columbia Fir.m

        Second,       Sabre          relies   on     the    fact   that    Torres       contracted

with a       law firm located in the District of Columbia to provide

representation related to the TWISS program and that                                        it did so

"independent of and before this suit was filed."                                  Opp'n to Jt.

Mot.    at    8;     see also Opp' n          to J.        Torres Mot.     at    7.         Sabre has

not,    however,       made          any argument        related to the nature of ·this

contractual relationship or why it should give rise to personal

jurisdiction over Torres under the District of Columbia's long

arm statute and the Due Process Clause.                            As our Court of Appeals

recently held,             a    nonresident's         "mere retention of attorneys                   in

the     District           of        Columbia       is      insufficient"        to         establish

jurisdiction,          even where such retention relates                        to the subject

matter of the case.                   Thompson Hine, LLP v. Taieb,               734 F.3d 1187,

1194    (D.C.      Cir.        2013)      (citations omitted)             Consequently,            even

                                                    -18-
if    Torres'       retention       of    a    District      of    Columbia      law    firm    to

perform     work          related   to     this       case   was    "attributed"        to     the

Individual          Defendants       for       purposes      of    the   minimum       contacts

analysis,       it too is insufficient to support general or specific

jurisdiction over them.

               3.         The Forum Selection Clause

       The third and final jurisdictional "contact" of Torres that

Sabre seeks to impute to the Individual Defendants for purposes

of the Court's minimum contacts analysis is the forum selection

clause in the Teaming Agreement, which provides that:

       Should any dispute arise under,       relating to or
       concerning this Agreement, each party shall submit to
       the jurisdiction and venue of any court of competent
       jurisdiction located in the District of Columbia,
       United States of America, and shall not obj ec.t to the
       exercise of jurisdiction and venue by any such court.

       Teaming Agreement            §    3.2    [Dkt. No.     22-2]         See Opp' n to J.

Torres Mot. at 7; Opp'n to Jt. Mot. at 8.

       Sabre        has    not   cited        any   provision       of   the     District       of

Columbia's long arm statute that authorizes jurisdiction over an

individual employee or officer based on a forum selection clause

executed    by       its     employer.          Nor    has    it    cited    a   single       case

treating a          forum selection clause as a                    juri·sdictional contact

for   purposes        of     a   minimum       contacts      analysis,       much      less    one




                                                -19-
attributing such a contact to a defendant under the "more than

an employee" exception.

        The    reason        for    the    apparent       absence       of    any   case    law to

support Sabre's theory is that a forum-selection clause is not

typically treated as a forum "contact" but ·rather is "a distinct

contract                     between       the    parties       to    settle     disputes      in    a

particular forum [.]"                Marra v.       Papandreou,            216 F. 3d 1119,     1123

(D.C.    Cir.       2000)     (emphasis added).             As such,         a forum selection

clause is generally considered to be a consent to the exercise

of personal jurisdiction in a particular forum and is governed

by     contract          principles            rather     than       the     minimum       contacts

framework.          See Holland Am. Line Inc. v. Wartsila N. Am.,                              Inc.,

485     F.3d    450,        458    (9th    Cir.     2007)        ("Under      general      contract

principles, a forum selection clause may give rise to waiver of

objections          to      personal           jurisdiction[.]")             (emphasis      added);

Hadley v. Shaffer, No.                99-144, 2003 WL 21960406, at *3                      (D. Del.

Aug.     12,    2003)         (valid       forum        selection       clause      renders      "an

analysis       of    minimum        contacts                     unnecessary")          (citations

omitted) .      Consequently, the Court shall not consider the forum

selection clause in its assessment of minimum contacts but shall

consider       it    separately           in    determining          whether    the     Individual

Defendants           have         consented        to     the        Court's        exercise        of

jurisdiction.
                                                  -20-
     In     sum,     even     if    the       Court    was        to    attribute        Torres'

jurisdictional contacts to the Individual Defendants under the

so-called "more than an employee" doctrine, those contacts would

still be        insufficient       to    subject      them to general            or specific

jurisdiction.         Therefore,         Sabre has not            demonstrated that            the

Individual Defendants are subject to either general or specific

jurisdiction under the "minimum contacts" framework.

     C.      The Individual Defendants Are Deemed to Have Consented
             to Jurisdiction Under the Forum Selection Clause

     Although       there     is    no     authority        for    attributing          a    forum

selection       clause   to    a        nonparty      for    purposes       of    a      minimum

contacts     analysis,      there        is   ample    authority          for    binding       the

Individual Defendants to the forum selection clause as a matter

of contract law.

     As     a      threshold       matter,       forum       selection          clauses        are

presumptively        enforceable.             Marra,    216       F.3d    at     1124.         The

Individual       Defendants do not            argue    that       the    clause    is       either

unenforceable or inapplicable to this case.                             Instead, they rely

solely on the fact          that they were not parties to the Teaming

Agreement and contend that "[t] here is no precedent for binding

a non-signatory and non-party to a                     forum selection clause for

purposes    of     establishing          personal      jurisdiction."              J.       Torres

Reply at 8; see also Jt. Reply at 7.

                                              -21-
       Contrary to this assertion, the Second, Seventh, Ninth, and

Eleventh     Circuits     have      all       agreed       that,         "where    the      alleged

conduct of the nonparties is closely related to the contractual

relationship,       'a range of transaction participants, parties and

non-parties,        should     benefit         from        and     be     subject      to     forum

selection clauses. '"           Holland Am.            Line       Inc.,     485    F. 3d at     456

(citations     omitted);      accord Lipcon v.                   Underwriters         at    Lloyd's

London, 148 F.3d 1285, 1299 (11th Cir. 1998).                              These courts have

reasoned     that     "[w]ere       it     not       for     judicial           willingness      in

appropriate     circumstances            to    enforce           forum    selection         clauses

against      [non-parties] ,        such       clauses           often     could      easily     be

evaded."      Adams v.       Raintree Vacation Exch.,                    LLC,     702 F.3d 436,

441    (7th Cir.    2012), cert.         denied, 133 S.             Ct.     2862      (2013);    see

also Magi XXI,       Inc. v. Stato della Citta del Vaticano, 714 F.3d

714,   722   (2d Cir.     2 013)     (noting that            "[a]       literal approach to

interpreting forum           selection         clauses"           could         "undermine      the

contribution       that       clauses         have    been        praised       for    making     to

certainty in commercial transactions")                           (citations and quotation

marks omitted) .

       In their Joint Reply, Scott Torres, Dyer, and Jones attempt

to distinguish this case law by arguing that it only applies to

third-party beneficiaries of a contract.                           Jt. Reply at 9.              This

too is incorrect.            See,   e.g.,        Hugel v.          Corp.    of Lloyd's,          999
                                              -22-
F.2d 206,        209 n.7       (7th Cir.        1993)     ("While it may be true that

third-party beneficiaries of a                         contract would,          by definition,

satisfy the 'closely related' and 'foreseeability' requirements,

           a     third       party    beneficiary          status     is    not       required.")

(citation omitted);               Leviton Manufacturing Co.                v.    Reeve,   942 F.

Supp.    2d 244,       258     (E.D.N.Y.       2013)      ("The   'closely related'             test

is necessarily satisfied where the defendant                               is a       third-party

beneficiary        of       the     agreement,          but   that     situation          is     not

required.").

        Shaheen v. Smith, No. 12-1168, 2013 WL 5995619 (D.D.C. Nov.

13,     2013),     a    case      from     this        District   which         the    Individual

Defendants cite for the broad proposition that a forum selection

clause can never bind a non-party,                       is also inapposite.              Shaheen

did not consider the "closely related" test nor even whether a

non-party        can     be       bound    by     an      otherwise        applicable          forum

selection        clause.          Instead,        it    addressed     the       jurisdictional

significance of a             statement on the website of the plaintiff's

law firm, Burke & Reedy, designating the District of Columbia as

the proper venue "for any and all actions between the user of

the website and Burke & Reedy."                        Id. at *3.     The court held that

this clause.was "inapplicable in this matter" because "Burke &

Reedy     is     not    a     party       in    this      action"     and       "there     is     no

indication" that the defendants had ever used its website.                                       Id.
                                                -23-
(emphasis added) .                Here,    by contrast,          there is no dispute that

the     forum selection clause                  is   applicable        "in this          matter"          and

binding at           least on Torres.                The only question is whether the

Individual       Defendants          are    also bound by it.                   Shaheen does not

speak to that question.

        The     Individual         Defendants           also    are    incorrect         that           "[n] o

case within           this    district       has      applied     th [e]        'closely related'

test     to   confer         personal       jurisdiction         over       a    non-party,              non-

signatory to a forum selection clause."                               J. Torres Reply at 10.

In    fact,     at    least       two    decisions       issued       in    this     District            have

expressly       held       that     a     non-party       may    be        subject       to    a     forum

selection        clause       if    he     or     she    "is     'closely         related          to     the

dispute such that                it becomes foreseeable that                     [he or she]             will

be bound . ' "        Marra v.       Papandreou,         59 F.    Supp.         2d 65,    77       (D.D.C.

1999)     (Urbina,         J.)     (citations         omitted),       aff'd,       216        F.3d       1119

(D.C.    Cir.    2000);          see also Kotan v.             Pizza Outlet,          Inc.,        400 F.

Supp.    2d 44,       49     (D.D.C.      2005)      (Lamberth,       J.)    (applying "closely

related"      test to bind non-parties to forum selection clause in

franchise agreement) .

        Consequently,            the Individual Defendants are subject to the

forum selection clause in the Teaming Agreement if they were so

"closely related to the contractual relationship"                                    between Sabre



                                                  -24-
and Torres that it was foreseeable they would be bound by such

clause.        Holland Am. Line Inc., 485 F.3d at 456.

                1.         Defendant Jerry Torres

        As     discussed,              Jerry        Torres        is     Torres'     CEO    and     sole

shareholder.              Sabre alleges that he "reviewed, approved,                              signed

and submitted the TWISS II Contract proposal to the Government

in August 2009, which included the" Teaming Agreement.                                       Opp'n to

J.   Torres Mot. at 5.                      Sabre also points to evidence that Jerry

Torres was extensively involved in determining the terms of the

team's       proposals           to        the   Government,            including    the    purported

price reductions at issue.                          See Opp'n to J. Torres Mot. at 10-11

& Ex. 15; FAC             ~    292.        In addition, Sabre has made a strong prima

facie     case,         which         is     supported       by        specific    documentary       and

deposition           evidence,              that     Jerry        Torres     personally       tracked

Sabre's       accounts           under       the    Teaming Agreement,              controlled high

level communications with Sabre personnel regarding payments to

Sabre under the Agreement, and expressly sought to terminate the

contractual relationship between Sabre and Torres.                                         See FAC    ~~

271-73,       293,        304,       315,    316,    414;     see also Opp'n to J.                Torres

Mot.,    Ex.       34     (email of Jerry Torres stating that                          "[r] ight now

the priority is giving the complete boot to Sabre").

        Based      on         this     evidence,       the        Court    concludes       that    Jerry

Torres       was     so       "closely related"              to    the    Teaming Agreement          and
                                                     -25-
this dispute that it was foreseeable he would be bound by the

forum    selection       clause.       As    a   result,   he     is      deemed     to    have

consented to the Court's jurisdiction.

             2.     Defendant Dyer

        As discussed,      Dyer was Torres'          Vice President and is also

alleged to have had extensive authority over the company as well

as    an intimate       involvement     in the events giving rise                    to this

case.     There is evidence that she: strategized with Jerry Torres

and Jones regarding what they perceived as mark-ups in Sabre's

pricing;    directly       oversaw     the       preparation    of        the     Task    Order

proposals in which Sabre's prices were reduced; and attempted to

conceal these reductions from Sabre.                   See FAC       ~~    273,    277,    301,

315, 373, 375.          On November 29, 2010, she sent an internal email

to Jerry Torres stating that "we need to get our ducks in a row

and proceed smartly          [regarding our dispute with Sabre] .                          They

have no idea of the          [price]        [r] eductions we have made and think

we are just arbitrarily shorting them."                    Opp'n to Jt. Mot., Ex.

31.     Furthermore, when Sabre began to complain that its invoices

had not been fully paid, Dyer and Jones met with Sabre personnel

to discuss the issue and gave                 (allegedly false)           assurances that

full payment would be forthcoming.                  Id., Ex. 27.

        Consequently, the Court concludes that Dyer was so "closely

related"    to    the    Teaming Agreement           and   this      dispute        that    she
                                            -26-
should       reasonably         have             anticipated       being          bound       by    the     forum

selection          clause.         As        a    result,        she   too        is    deemed         to   have

consented to the Court's jurisdiction.

                  3.        Defendant Jones

          As previously discussed,                       Jones was Torres'                CFO during the

relevant time period and also is alleged to have had substantial

involvement            in    the        events          giving     rise      to        this    case.            For

example,          Sabre      alleges             that     she     prepared         or     supervised            the

preparation            of    "internal            spreadsheets           showing                       planned

price reductions to Sabre's final prices"                                         in the team's TWISS

proposals.             Opp'n to Jt. Mot. at 15; see also FAC                                   ~~   274,     276,

415, 416.          She also is alleged to have been directly involved in

the       efforts       of    Jerry          Torres       and     Dyer       to    conceal          the     price

reductions from Sabre.                           See,    e.g. ,    Opp' n to Jt.              Mot. ,      Ex.    38

(email from Jones to Jerry Torres stating that she told another

employee "to never disclose costing details to Sabre under any

circumstances");              FAC        ~       277.       Finally,         when       Sabre       began        to

complain that its invoices had not been paid, Jones accompanied

Dyer to the meeting with Sabre personnel and thereafter sent a

follow-up         email       stating            that     Torres       was        "fully      committed          to

paying all of Sabre's invoices promptly [,]" which Sabre alleges

was knowingly false.                    Opp'n to Jt. Mot. at 17 & Ex. 28; see also

FAC   ~    275.

                                                        -27-
        Based     on   these     particularized                 allegations          and    the     record

evidence supporting them,                  the Court concludes that Jones was so

"closely related" to the Teaming Agreement and this dispute that

she    too    should reasonably have anticipated being bound by the

forum    selection           clause.       As    a        result,       she   is     deemed        to   have

consented to the Court's jurisdiction as well.

                4.     Defendant Scott Torres

        Scott     Torres       was    a   project          manager,        project         coordinator,

and program and security contracts manager for the TWISS program

and,    according to Sabre,               "the primary [Torres]                 corporate contact

for day-to-day operations on the TWISS II Program."                                          Id.    at 19.

As     with     the     others,        there         is     evidence          that     he     played        a

significant role             in the contractual                  relationship with Sabre as

well as the events giving rise to this case.

       For      example,       two     former        Torres       employees          testified           that

Scott Torres did              "all    the pricing"              for and was           the    individual

with    "de     facto"       day-to-day         authority           over      the    TWISS     program.

See    Opp' n    to    Jt.    Mot.,       Ex.   49        (deposition         tr.    of     Christopher

Herman at 112)           [Dkt. No.        284-49];         id.    Ex.    50    (deposition tr.             of

John Gillespie at 31)                [Dkt. No. 284-50].                 He was also one of the

primary       individuals        responsible              for    directing           Sabre    to        begin

work on specific Task Orders,                    including the Task Orders in which



                                                -28-
Sabre's prices are alleged to have been secretly reduced.                                            See

id., Exs. 24, 53, 54.

        There    is    also    evidence          that   Scott       Torres      was     involved in

calculating the price reductions                        at    issue and concealing those

reductions       from    Sabre.            For    example,         with    respect       to    a    Task

Order at Contingency Operating Site                          ("COS")      Irbil,       Jerry Torres

emailed Scott Torres and asked him to review Sabre's pricing "so

that we know what goes into mobilization."                                Id., Ex. 52.             Scott

Torres responded and noted that he had "adjusted a couple of the

rates    that    looked        out    of    line."           Id.       The   evidence          further

suggests    that,       after        Torres      submitted         a   proposal         for    a    Task

Order at First Operating Base                     ("FOB")     Hammer with reduced prices

for   Sabre' s    scope of       the work,           Scott Torres worked with Sabre

executive Sumeet Mehta to develop responses to a list of follow-

up questions from the Government,                       all while carefully concealing

the fact that Sabre's prices had been reduced.                                  See id.,       Ex.     20

(emails of March 24,             2010,        asking Scott Torres                 "to go through

these    [questions]          and get       Sumeet      on the phone"             but    not    reveal

"that we dropped the prices significantly");                               id.,    Ex.    21       (email

of March 25,          2010,    from Scott Torres to Dyer attaching Mehta's

responses to Government's questions and noting that                                      "I need to

change    the    pricing portion of                the       document      so     it    matches      our

original MOB numbers").

                                                 -29-
        Finally,        there is evidence that,               after Sabre complained to

the      United         States     Government          that        Torres        was      improperly

withholding         payments       due    under        the    Teaming        Agreement,          Scott

Torres and his staff were tasked with developing a "reasonable

market value"           of Sabre's services for the purpose of assuring

the     United     States        Government      that        it    had      "consistently paid

Sabre        the   proper        amount   for     its        services."                Id.,    Ex.    17

    (deposition tr. of Jerry Torres at 112)                         [Dkt. No. 284-17]; id.,

Ex.     18     (letter     from     Jerry     Torres         to     Capt.    John        P.    Turner,

Administrative Contracting Officer,                          dated Jan.          11,    2011)     [Dkt.

No. 284-18]

        Based      on    this     evidence,      the        Court     concludes          that    Scott

Torres was         so    "closely related"             to     the Teaming Agreement                  and

this dispute that he reasonably should have anticipated being

bound by the forum selection clause.                              Consequently,          he is also

deemed to have consented to the Court's jurisdiction.

        In     sum,       the     Court     concludes             that      it     has        personal

jurisdiction over all               of    the    Individual           Defendants          under      the

forum selection. clause in the Teaming Agreement. 6




6
  Having so concluded, Sabre's                     request          to take        jurisdictional
discovery is denied as moot.
                                                -30-
IV. CONCLUSION

      For the foregoing reasons,       the Motions to Dismiss for Lack

of   Personal   Jurisdiction   shall    be   denied.   An   Order   shall

accompany this Memorandum Opinion.




June 16, 2014




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                                 -31-
