United States ex rel. Hawkins v. ManTech Int'l Corp.

UNITED STATES OF AMERICA ex rel. LARRY HAWKINS, et al., Plaintiffs, v. MANTECH INTERNATIONAL CORPORATION, et al., Defendants.

Civil Action No. 15-2105 (ABJ)

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

January 28, 2020

MEMORANDUM OPINION

Larry Hawkins, William Randall Hayes, Clinton Sawyer, James Locklear, and Kent Nelson brought this lawsuit against their former employer, ManTech Telecommunications and Information Systems Corporation ("ManTech"), and its parent corporation, ManTech International Corporation, alleging four violations of the False Claims Act on behalf of the United States, 31 U.S.C. § 3729 (2012), and a violation of the Trafficking Victims Protection Reauthorization Act ("TVPRA"). 18 U.S.C. § 1581 et seq. (2012). The second amended complaint alleges that ManTech submitted claims to the United States government that were false in several respects: the number of labor hours employees reportedly worked; the data entered into a system called "SAMS-E"; the qualifications of the employees; and the company's compliance with the TVPRA. Second Am. Compl. [Dkt. # 30] ("SAC") ¶¶ 22-145; 265-90. Plaintiffs also allege that ManTech violated the TVPRA when it forced them to work under the threat of serious harm and the threatened abuse of legal process. Id. ¶¶ 146-263.

Defendants moved to dismiss all the counts pursuant to Federal Rules of Civil Procedure 9(b), 12(b)(1), and 12(b)(6). Defs.' Mot. to Dismiss the Second Am. Compl. [Dkt. # 41] ("Defs.' Mot."); Defs.' Mem. of Law in Supp. of Defs.' Mot. [Dkt. # 41] ("Defs.' Mem."). Plaintiffs opposed the motion, Pls.' Opp. to Defs.' Mot. [Dkt. # 43] ("Pls.' Opp").

For the reasons stated below, defendants' motion will be granted as to Counts II, III, and V. It will be denied as to Counts I and IV.

BACKGROUND

I. The Contract

On May 31, 2012, the U.S. Army awarded Contract No. W56HZV-12-C-0127 (the "Contract")¹ to ManTech Telecommunications and Information Systems Corporation, a wholly owned subsidiary of ManTech International Corporation. SAC ¶ 5; Contract [Dkt. # 30] at 6. The Contract provided for "logistics sustainment and support" for Mine Resistant Ambush Protected vehicles ("MRAPs"). Contract at 6. These vehicles were developed and designed to protect U.S. military personnel from improvised explosive device attacks and ambushes. Id. ¶ 2. Troops in MRAPs are fourteen times more likely to survive the blast than those riding in other vehicles, and they have saved thousands of lives. Id. ¶ 4. The Contract provided for MRAP repair facilities in Kuwait City, Kuwait. Id. ¶ 5.

The Contract had an original value of $823,446,067.28 for "services consisting of maintenance and repair of MRAP vehicles" with a completion date of November 26, 2012. SAC¶ 23. It also offered successive contract options, which brought the total value of the Contract to $2.85 billion. Id.

The Contract provided for a "phase in" period that would start at the date of contract award and end no later than 180 days after. SAC ¶ 24. This period was compensated on a "firm fixed-price" basis. Id. After the phase-in period came the "early operational readiness" period, which was compensated on a "cost-plus fixed fee level-of-effort" basis. Id. ¶ 25. This would begin after the phase in period but could not exceed 180 days after contract award. Id.

The Contract also included an "operational readiness" period which also began after the phase-in period and ran until January 13, 2013. SAC ¶ 28. Following the operational readiness period, the Contract would proceed to the "operational readiness option period." Id. ¶ 29. There were four option periods (three 12-month options and one 10-month option). Id. Each of these options would be compensated on a cost-plus fixed-fee level-of-effort basis. Id. These periods all included work directives from the government regarding which labor categories were to be used and estimates of labor hours to be expended. Id. ¶¶ 25, 28, 29. The government exercised all four of the Contract options. Id. ¶ 32; Contract at 7.

II. Factual and Procedural History

Plaintiffs, all U.S. citizens, were employed by ManTech and stationed at the Kuwait Maintenance Sustainment Facility ("KMSF"). SAC ¶ 6. Plaintiff Larry Hawkins was employed by ManTech at the KMSF from September 18, 2012 to May 30, 2015. Id. ¶ 12. Plaintiffs Randall Hayes and Kent Nelson worked at the KMSF from October 2012 to May 2013. Id. ¶¶ 13, 16. Plaintiffs Clinton Sawyer and James Locklear worked at the KMSF from November 2012 to May 2013. Id. ¶¶ 14, 15.

Plaintiffs were hired to perform engineering services pursuant to the Contract. SAC ¶¶ 12-16. Plaintiffs' employment contracts committed them to ManTech for two years, id. ¶ 160, and provided financial penalties for early termination in the form of reimbursement for the costs incurred for sponsorship of the employee in Kuwait (approximately $15,000) and the employee's training and certification. Id. ¶¶ 160-62.

In May 2013, Hayes, Sawyer, Nelson, and Locklear were fired from ManTech on the grounds that the labor hours they reported were too low. SAC ¶¶ 66, 67, 69, 71, 73. Hawkins left ManTech in May 2015. Id. ¶ 12.²

Plaintiffs filed their initial qui tam complaint on December 4, 2015, alleging that defendants were in violation of the False Claims Act, the Trafficking Victims Protection Reauthorization Act, and contract law. Compl. [Dkt. # 1] ¶¶ 1-3. While the complaint remained under seal, the United States investigated plaintiffs' allegations regarding the False Claims Act violations. Notice of Election to Decline Intervention [Dkt. # 14].

On September 7, 2017, the United States filed a notice of its decision to decline intervention. Id. at 1. In accordance with the government's notice, the Court entered an order on September 13, 2017 unsealing plaintiffs' complaint and other relevant documents, ordering service of all papers upon the United States pursuant to 31 U.S.C. § 3730(c)(3), and ordering that should the plaintiffs or defendants propose that this action be dismissed, settled, or otherwise resolved,the Court would solicit the written consent of the United States before ruling or granting its approval pursuant to § 3730(b)(1).³ Order [Dkt. # 15] at 1-2.

Plaintiffs filed an amended complaint on February 5, 2018, framing their claim specifically as a qui tam action under the provisions of the False Claims Act. See Am. Compl. [Dkt. #26]. Plaintiffs notified the government, and it reviewed the proposed amended complaint to determine whether it stated any new allegations necessitating intervention. Not. of Proposed Am. Compl. [Dkt. # 25]. The United States determined no further investigation on its part was necessary, and it again declined to intervene. Id. at 1. Plaintiffs amended their complaint a second time, and again gave notice to the United States. See SAC. Their second amended complaint omitted the breach of contract claim. See id. The United States again declined intervention on August 23, 2018. Notice Regarding Proposed Second Am. Compl. [Dkt. # 33].

Plaintiffs' second amended complaint, filed on June 19, 2018, asserts four claims on behalf of the United States under the False Claims Act, and one claim on behalf of themselves under the Trafficking Victims Protection Reauthorization Act. SAC ¶¶ 6, 19, 26, 32. On January 4, 2019, defendants moved to dismiss the complaint. See Defs.' Mot.

STANDARD OF REVIEW

In evaluating a motion to dismiss under either Rule 12(b)(1) or 12(b)(6), the Court must "treat the complaint's factual allegations as true and must grant plaintiff 'the benefit of all inferences that can be derived from the facts alleged.'" Sparrow v. United Air Lines, Inc., 216 F.3d 1111, 1113 (D.C. Cir. 2000) (internal citation omitted), quoting Schuler v. United States, 617 F.2d 605, 608 (D.C. Cir. 1979); see also Am. Nat'l Ins. Co. v. FDIC, 642 F.3d 1137, 1139 (D.C. Cir. 2011), quoting Thomas v. Principi, 394 F.3d 970, 972 (D.C. Cir. 2005). Nevertheless, the Court need not accept inferences drawn by the plaintiff if those inferences are unsupported by facts alleged in the complaint, nor must the Court accept plaintiff's legal conclusions. Browning v. Clinton, 292 F.3d 235, 242 (D.C. Cir. 2002).

I. Rule 12(b)(1) Standard

Under Rule 12(b)(1), the plaintiff bears the burden of establishing jurisdiction by a preponderance of the evidence. See Lujan v. Defs. of Wildlife, 504 U.S. 555, 561 (1992); Shekoyan v. Sibley Int'l Corp., 217 F. Supp. 2d 59, 63 (D.D.C. 2002). Federal courts are courts of limited jurisdiction and the law presumes that "a cause lies outside this limited jurisdiction." Kokkonen v. Guardian Life Ins. Co. of Am., 511 U.S. 375, 377 (1994); see also Gen. Motors Corp. v. EPA, 363 F.3d 442, 448 (D.C. Cir. 2004) ("As a court of limited jurisdiction, we begin, and end, with an examination of our jurisdiction."). "[B]ecause subject-matter jurisdiction is 'an Art[icle] III as well as a statutory requirement . . . no action of the parties can confer subject-matter jurisdiction upon a federal court.'" Akinseye v. District of Columbia, 339 F.3d 970, 971 (D.C. Cir. 2003), quoting Ins. Corp. of Ir., Ltd. v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 702 (1982).

When considering a motion to dismiss for lack of jurisdiction, unlike when deciding a motion to dismiss under Rule 12(b)(6), the court "is not limited to the allegations of the complaint."Hohri v. United States, 782 F.2d 227, 241 (D.C. Cir. 1986), vacated on other grounds, 482 U.S. 64 (1987). Rather, "a court may consider such materials outside the pleadings as it deems appropriate to resolve the question [of] whether it has jurisdiction to hear the case." Scolaro v. D.C. Bd. of Elections & Ethics, 104 F. Supp. 2d 18, 22 (D.D.C. 2000), citing Herbert v. Nat'l Acad. of Scis., 974 F.2d 192, 197 (D.C. Cir. 1992); see also Jerome Stevens Pharms., Inc. v. FDA, 402 F.3d 1249, 1253 (D.C. Cir. 2005).

II. Rule 12(b)(6) Standard

"To survive a [Rule 12(b)(6)] motion to dismiss, a complaint...