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 

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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. 

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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]. 

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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 

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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 twopart 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)). 

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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). 

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Due process 
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. 

Decl . ") ' 3 . 

4 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] . 

case. 

Smith is not named as a defendant in this 

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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. ~~ 8 I 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. 

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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. 

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Id. ~ 4. On 
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. 

Sabre claims she did. 

Dyer claims she did not, id. ~ 9; 

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-

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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 

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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 

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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. 

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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. 

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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) 

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Consequently, even 
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 

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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. 

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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. 

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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 

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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, 

required."). 

but that situation is not 

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. 

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(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. 

speak to that question. 

Shaheen does not 

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, nonsignatory 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 

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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 

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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 

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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. 

415, 416. 

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

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. 3 8 

(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. 

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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 

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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 followup 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"). 

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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. 

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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 

Copies to: attorneys on record via ECF 

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