Law Offices of Arman Dabiri & Assocs. P.L.L.C. v. Agric. Bank of Sudan

• Decision Date: 09 March 2021
• Docket Number: Civil Action No. 17-2497 (RDM)
• Parties: LAW OFFICES OF ARMAN DABIRI & ASSOCIATES P.L.L.C., Plaintiff, v. AGRICULTURAL BANK OF SUDAN, et al., Defendants.
• Court: U.S. District Court — District of Columbia

LAW OFFICES OF ARMAN DABIRI & ASSOCIATES P.L.L.C., Plaintiff, v. AGRICULTURAL BANK OF SUDAN, et al., Defendants.

Civil Action No. 17-2497 (RDM)

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

March 9, 2021

MEMORANDUM OPINION AND ORDER

In this case, a law firm is suing one of its former clients for $200,000 in unpaid fees. Their dispute is now before the Court on dueling dispositive motions. Plaintiff, the Law Offices of Arman Dabiri & Associates, P.L.L.C. ("Dabiri"), seeks summary judgment under Federal Rule of Civil Procedure 56. Dkt. 53. Defendant, the Agricultural Bank of Sudan ("ABS"), moves to dismiss under Federal Rule of Civil Procedure 12(b)(6). Dkt. 50.

For the reasons that follow, both motions will be DENIED.

I. BACKGROUND

For purposes of the pending motions, the following facts are uncontested, except as otherwise noted. In March 2017, ABS contacted Dabiri seeking legal representation and counsel in the United States. Dkt. 1 at 6 (Compl. ¶ 17). At the time, the United States was "loosening . . . sanctions against Sudan," which had long been designated as "a State Sponsor of Terrorism," "on a probationary basis." Id. at 4, 6 (Compl. ¶¶ 10, 16). On April 27, 2017, ABS sent Dabiri a "Letter of Interest," seeking legal assistance "establishing relationships with the USA and US financial [institutions]" and "completing the removal of [US] sanctions." Id. at 6 (Compl. ¶ 18) (second alteration in original). Accordingly, on May 5, 2017, ABS and Dabiri "executed a Retainer Agreement," id. at 7 (Compl. ¶ 19), which set forth the following terms:

1. Counsel will provide the following services to ABS:

a. Serve as the attorney of record and provide legal services in connection with achieving the above state[d] goals for ABS.

b. Serve as legal Counsel in any meeting or negotiations between ABS and the United States Government or any of its departments and/or agencies.

c. Serve as legal Counsel in drafting any necessary agreements, accords, treaties or understandings between ABS and the United States Government or any of its departments and/or agencies.

d. Serve as legal counsel in any meeting or negotiations with US financial institutions.

[e] . Serve as legal Counsel in negotiating, reviewing, drafting/editing of necessary contracts or agreements with US financial institutions.

[f] . Serve as legal Counsel in any disputes between ABS and the United States Government or any of its departments and/or agencies.

[g] . Serve as legal Counsel in any disputes between ABS and US financial institutions and entities.

Dkt. 53-2 at 2 (Ex. A); see also Dkt. 53-1 at 1 (Pl.'s SUMF ¶ 1). The agreement also included a provision captioned "computation of fees," which provided:

3. In consideration for the services rendered and to be rendered on ABS's behalf by Counsel, the ABS hereby agrees to pay a lump sum agreed upon fee. The factors to be considered as guides in determining the reasonableness of a fee and agreed upon and understood by the ABS are set out in the District of Columbia Rules of Professional Conduct as well as the following:

a. The time and labor required, the novelty and difficulty of the questions involved and the skill requisite to perform the legal services promptly.

b. The likelihood that the acceptance of the particular employment will preclude other employment by the Counsel.c. The fee customarily charged in the locality for similar services.

[d.] The time limitations imposed by ABS or by the circumstances.

[e.] The nature and length of the professional relationship with ABS.

4. Counsel will require a retainer of $200,000 USD. The retainer fee will be due immediately to Counsel upon the execution of the "Retainer Agreement" in the manner provided for in attached Appendix A to this Agreement.

— Counsel presently uses the hourly fee schedule below as a factor in determining a reasonable fee:

Arman Dabiri: $800/hour

Dkt. 53-2 at 3-4 (Ex. A); see also Dkt. 53-1 at 1-2 (Pl.'s SUMF ¶¶ 2-3). Each page of the Retainer Agreement bears the stamp of the General Manager of ABS. Dkt. 53-2 at 2-5 (Ex. A).

Dabiri alleges that, after signing the agreement, it "immediately" began to work on "establishing . . . a banking relationship between ABS and US financial institutions" and "continu[ing] the easing of sanctions against Sudan." Dkt. 1 at 7 (Compl. ¶ 20). In doing so, Dabiri allegedly: (1) "undertook an extensive review of all sanctions as well as all litigation against Sudan including cases by U.S. plaintiffs against Sudan under the terrorism exception to the Foreign Sovereign Immunities Act;" (2) prepar[ed] for an anticipated trip by various Sudanese officials to Washington, D.C.;" and (3) "establish[ed] a banking relationship with an identified US Bank for purposes of several anticipated contracts with US companies specializing in irrigation and agricultural equipment." Id. at 7-8 (Compl. ¶¶ 21-22).

Although ABS "cooperated" with Dabiri from May to July 2017 by "providing the necessary documents for establishing [a] financial and a banking relationship with an identified US Bank," id. at 8 (Compl. ¶ 22), the relationship soon soured. ABS allegedly informed Dabiri that its payment of the $200,000 retainer would be temporarily delayed "due to alleged problemswith obtaining hard currency from the Central Bank of Sudan." Id. (Compl. ¶ 23). Nevertheless, ABS allegedly "requested" that Dabiri continue its work "based on promises and assurances that payment pursuant to the retainer agreement would be forthcoming." Id. No payments ever came, however, even after Dabiri allegedly established "a full banking relationship . . . between ABS and a US Banking institution" on July 7, 2017. Id. at 9 (Compl. ¶ 24). Instead, according to Dabiri, "ABS (and its designated agent) . . . provid[ed] contradictory information regarding the timing of payment," id. (Compl. ¶ 25), and, eventually, "stopped responding to" Dabiri despite "several reports and demand letters" that Dabiri sent between July and September 2017, id. (Compl. ¶ 26).

On September 14, 2017, Dabiri received a letter from another law firm stating: "ABS is our client, and you have been terminated." Dkt. 57-1 at 2 (Ex. 1). The following day, Dabiri sent a final demand letter "for the outstanding fees pursuant to the retainer agreement to the General Manager of the ABS as well as the newly appointed Minister of Agriculture and Forests in Sudan." Id. (Compl. ¶ 28). Allegedly receiving no response, Dabiri filed this lawsuit on November 1, 2017, for breach of contract, seeking a total of $200,000 plus interest. Id. at 10 (Compl. ¶ 29).

Dabiri's Complaint named ABS, the Central Bank of Sudan, the Ministry of Agriculture and Forests, and Salah Edin Hassan Ahmed, the General Manager of ABS as Defendants. Id. at 1 (Compl.). Each Defendant moved to dismiss the Complaint. Dkt. 12; Dkt. 14. On January 16, 2019, the Court granted in part and denied in part Defendants' motions to dismiss. Dkt. 34. The Court dismissed the claims against the Central Bank of Sudan and the Ministry of Agriculture and Forests but declined to dismiss the claims against ABS and Ahmed. Id. at 14-15. The Court further held that Dabiri had not properly served ABS and Ahmed but permitted Dabiri to makefurther efforts to effect proper service upon both parties within forty-five days of the Court's order. Id. Dabiri has since served ABS, Dkt. 47, but not Ahmed.

ABS has now moved to dismiss the Complaint for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6), Dkt. 50 at 1, and Dabiri has cross-moved for pre-discovery summary judgment under Federal Rule of Civil Procedure 56, Dkt. 53. The parties' motions are fully briefed and ripe for the Court's consideration. For the following reasons, both motions will be denied.

II. LEGAL STANDARD

A. Rule 12(b)(6)

A motion to dismiss for failure to state a claim under Rule 12(b)(6) tests the legal sufficiency of the allegations contained in the complaint. A complaint must contain "'a short and plain statement of the claim showing that the pleader is entitled to relief,' in order to 'give the defendant fair notice of what the . . . claim is and the grounds upon which it rests.'" Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (quoting Conley v. Gibson, 355 U.S. 41, 47 (1957)); see also Fed. R. Civ. P. 8(a). Although "detailed factual allegations" are not necessary to withstand a Rule 12(b)(6) motion to dismiss, a plaintiff must furnish "more than labels and conclusions" or "a formulaic recitation of the elements of a cause of action." Id. Instead, the complaint's "[f]actual allegations must be enough to raise a right to relief above the speculative level, on the assumption that all the allegations in the complaint are true (even if doubtful in fact)." Id. (citations omitted). If the complaint's allegations fail to meet this standard, the court must dismiss the action. Id.

B. Rule 56

A party is entitled to summary judgment under Federal Rule of Civil Procedure 56 if it can "show[ ] that there is no genuine dispute as to any material fact and [that it] is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). The party seeking summary judgment "bears the initial responsibility" of "identifying those portions" of the record that "demonstrate the absence of a genuine issue of material fact." Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). A fact is "material" if it could affect the outcome of the litigation under governing law. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). And a dispute is "genuine" if the evidence is such that a reasonable jury could return a verdict for the nonmoving party. See Scott v. Harris, 550 U.S. 372, 380 (2007). The Court must view the evidence in the light most favorable to the nonmoving party and must draw all reasonable inferences in that party's favor. See Talavera v. Shah, 638 F.3d 303, 308 (D.C. Cir. 2011).

If the moving party carries this initial burden, the burden then shifts to the nonmoving party to show...