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					      Case 1:10-cv-00276-CMH-JFA Document 1                  Filed 03/22/10 Page 1 of 21

                                                                                     FILED
                                                 IN THE
                          UNITED STATES DISTRICT COURT
                    FOR THE EASTERN DISTRICT OF VIRGltfikHAR 22 IP 3: 21
                                      (Alexandria Division)                 CLERK us Q|STR|CT CQURT
                                                                             ALEXANDRIA. VIRGINIA
T.E. SECURITY CONSULTANTS,
LLC,

                               Plaintiff,
                                                            Case
               v.
                                                            Jury Trial Demanded
DYNCORP INTERNATIONAL, LLC,
DYNCORP INTERNATIONAL, INC.,

                               Defendants.


                                            COMPLAINT


       The Plaintiff, T.E. Security Consultants, LLC ("TE"), states the following claims against


the   Defendants    DynCorp     International,    LLC   ("DI")     and   DynCorp   International,   Inc.


(collectively, "DynCorp" or "Defendants") (TE, DI, and DynCorp International, Inc. are referred


to individually as a "Party" or collectively, as the "Parties"):


                                            Introduction


        1.      DI is a large defense contractor with billions of dollars in government contracts.


It routinely depends on the specialized knowledge, connections, and services of smaller sub


contractors to bid on and win large contracts from the United States and other governments. TE


is a small, veteran-owned business.     In early 2009, DI asked TE to help DI with the specialized


aircraft leasing portion of a United States Department of State (the "State Department") contract

for security services in Iraq and Afghanistan.      Relying on a written teaming agreement, non


disclosure undertakings, and representations by DI that TE would be put forward and employed

as DI's subcontractor if DI won the State Department contract, TE provided DynCorp with a
     Case 1:10-cv-00276-CMH-JFA Document 1                  Filed 03/22/10 Page 2 of 21



unique aircraft leasing solution that put DI head and shoulders over other contract bidders.


Thanks, in large part, to TE's aircraft leasing solution, trade secrets, ideas, efforts, and services,


DI won the contract. Thereafter, however, DI claimed TE's unique aircraft leasing solution as its


own, and promptly ceased working with TE on the transaction.


       2.      As a result of DI's misconduct, TE has been damaged in an amount exceeding


$36,500,000.00.    DI and its parent, DynCorp International, Inc., are liable to TE for these


damages for the reasons stated in this Complaint.


                                               Parties


        3.     The Plaintiff, TE, is a Virginia limited liability company with its principal place


of business at 2651 Cotoneaster Court, Waldorf, Maryland 20601. Troy Egan is the sole member


of TE. Mr. Egan is a citizen and resident of the State of Maryland.


       4.      The first Defendant, DI, is a Delaware limited liability company with its principal


place of business at 3190 Fairview Park Drive, Suite 700, Falls Church, Virginia 22042.

Defendant DynCorp International, Inc. is the sole member of DI.                 Defendant DynCorp


International, Inc. is a citizen of both the State of Delaware and the Commonwealth of Virginia.

        5.     The second Defendant, DynCorp International, Inc., is a Delaware corporation

with its principal place of business at 3190 Fairview Park Drive, Suite 700, Falls Church,

Virginia 22042.


                                      Jurisdiction and Venue


        6.     This Court has original subject matter jurisdiction over all claims pursuant to 28

U.S.C. § 1332(a)(2) because complete diversity exists between the Parties, and the amount in

controversy exceeds $75,000, exclusive of interest and costs.
      Case 1:10-cv-00276-CMH-JFA Document 1                          Filed 03/22/10 Page 3 of 21



        7.      This Court has original subject matter jurisdiction over all claims under the


Teaming Agreement (as defined in Paragraph 32 below) pursuant to 28 U.S.C. § 1331 because


federal common law governs those claims.


        8.      Venue is proper in this District, pursuant to 28 U.S.C. §§ 1391(b) and (c), because


both Defendants reside in this District; because a substantial part of the events or omissions


giving rise to TE's claims occurred within this District; and because most of the witnesses and


documentary evidence relevant to those claims are located within 100 miles of this Court.


                                            Factual Allegations


        9.      TE is a small, veteran-owned private company formed in 1996.                       TE provides


military and paramilitary consulting, training, and contracting services to State and federal


governments and law enforcement agencies in the United States and abroad.                   In particular, TE


has   highly   specialized   and   unique     knowledge        and   industry contacts   related    to   military


helicopters.


        10.     Mr. Egan is the president of TE and he is a retired U.S. Navy SEAL. During his


twelve-year military career, Mr. Egan was awarded the Navy Commendation Medal and Navy


Achievement Medal. He was honorably discharged from the Navy in 1998.


        11.      DynCorp     International,    Inc.   is   a   large,   publicly-traded defense contractor.


According its annual report, DynCorp International, Inc.'s 2009 fiscal year revenues exceeded $3


billion, and its 2009 fiscal year net income exceeded $69 million.


        12.      According to DI's operating agreement (as filed with the Securities and Exchange

Commission), DI is a wholly-owned subsidiary of DynCorp International, Inc., and it is the


vehicle through which DynCorp International, Inc. runs its international business.
      Case 1:10-cv-00276-CMH-JFA Document 1                     Filed 03/22/10 Page 4 of 21



        13.     In or about October 2008, DI began discussing with TE the possibility of teaming


on multiple U.S. government aviation services contracts.               Such teaming arrangements are


commonplace among major defense contractors who frequently depend on the highly specialized


skills and connections of subcontractors to present competitive bids on portions of large


government contracts.     The contract on which DI was bidding, and for which DI sought TE's


expert and specialized assistance, related to the provision of security and transportation services


for State Department personnel operating in Iraq and Afghanistan.


        14.     DI was aware that TE had specialized knowledge, industry expertise and contacts,


and had developed a low-cost aircraft leasing solution that, if implemented, would render the


performance of an aviation Task Order of the State Department's Worldwide Personnel


Protective Services Contract in Iraq (the "WPPS Contract") highly profitable.             DI lacked the

same specialized knowledge, expertise, industry contacts, and low-cost aircraft leasing solution,


which it knew would be critical to winning the WPPS Contract.              DI was also aware that TE's


specialized knowledge, industry contacts and access to advantageous aircraft pricing, among


other things, constituted confidential and proprietary information belonging solely to TE. Thus,

as discussions between TE and DI progressed in connection with various teaming opportunities,

DI drafted and presented to TE a series of non-disclosure agreements in an effort to induce TE to

share its specialized knowledge about aircraft configuration, pricing, and availability with DI.

One of those non-disclosure agreements, dated January 14, 2009 (the "January 14 NDA"), is

directly related to this dispute.


        15.     The January         14   NDA   identified   the type   of confidential   and   proprietary

information DI sought to obtain from TE: "Specific pricing and availability of aircraft by Troy
      Case 1:10-cv-00276-CMH-JFA Document 1                 Filed 03/22/10 Page 5 of 21



Egan, for the express purpose of: developing and implementing strategy in support of multiple

aviation support activities in Afghanistan/Iraq ..."


        16.      In late January 2009, after signature of the January 14 NDA, and at DI's request,

TE began sharing with DI proprietary information relating to TE's unique capabilities, pricing,

and concept for satisfying the requirements of the WPPS Contract.


        17.      The WPPS Contract, and the Task Orders issued under it, contemplate a "base

year" with options for four additional one-year extensions.        The total value of the WPPS

Contract is approximately $921 million over the five-year life of the Contract.

        18.      In or about February 2009, DI issued a Request for Quotes ("RFQ") for the lease

of helicopters under the WPPS Contract.          Under the RFQ, DI would serve as the prime

contractor for the WPPS Contract, and the successful bidder under the RFQ would serve as DI's

subcontractor.    The aviation portion of the WPPS Contract represents approximately $200

million of the $921 million total value of the WPPS Contract over its five-year life. TE would

have been responsible for the aviation portion of the WPPS Contract if DI had put TE forward as

its subcontractor, as it had promised to do.


       19.       TE responded to the RFQ with a unique quote that included disclosure of its

confidential and proprietary business information.

       20.       The aircraft that TE proposed in response to DI's RFQ cost substantially less than

any other available aircraft that would meet the performance mandates of the WPPS Contract.

Many helicopters that satisfy the performance mandates of the WPPS Contract, including the

aircraft that DI planned to use before teaming with TE, cost approximately $13 million per-unit

for medium-lift aircraft. The unique, specially modified medium-lift aircraft conceived of and

proposed by TE cost approximately $ 1.7 million per-unit.
       Case 1:10-cv-00276-CMH-JFA Document 1                Filed 03/22/10 Page 6 of 21



         21.     On or about February 26, 2009, DI informed TE that TE had offered the most

 competitive quote for the aircraft lease.


         22.     To induce TE to support its bid for the WPPS Contract, and to continue supplying

DI with its confidential and proprietary business information, DI presented to TE a copy of a

"teaming agreement" on March 10, 2009 at a meeting in Shirlington, Virginia, within this

judicial district.


        23.      TE and DI proceeded to negotiate the terms of the "teaming agreement" over the

ensuing weeks.


        24.      Upon information and belief, DI underwent a significant internal restructuring and

change in ownership in or about March 2009.


        25.      Following DI's restructuring, DI reconfirmed its commitment to work with TE on

the WPPS contract, and it emphasized to TE, in writing, that it was "anxious to conclude the

teaming agreement."


        26.      On April 8, 2009, DI sent TE an email stressing that DI needed the "teaming

agreement" to be signed and in place as soon as practicable.       At that time, DI asked TE to

prepare its final proposed changes to the draft "teaming agreement," to sign it and to return it to

DI.


        27.     TE responded, on April 10, 2009, that it was prepared to finalize the "teaming

agreement" with an updated statement of work.


        28.     On April 13, 2009, TE sent to DI the revised "teaming agreement" as DI had

requested.


        29.     On April 14, 2009, DI circulated a revised version of the "teaming agreement"

that included all the Parties' changes to date.
       Case 1:10-cv-00276-CMH-JFA Document 1                  Filed 03/22/10 Page 7 of 21



        30.     Neither TE nor DI made any additional changes to the "teaming agreement" that

 DI had circulated on April 14, 2009.


        31.     From April 14, 2009 until April 20, 2009, DI repeatedly requested TE to sign and

return the "teaming agreement" that DI had circulated on April 14, 2009.

        32.     On April 20, 2009, TE signed the teaming agreement (the "Teaming Agreement"),

and sent it back to DI by email.


        33.     Later that day, DI confirmed receipt of the signed Teaming Agreement by email.

An accurate and authentic copy of the Teaming Agreement is attached as Exhibit "A."

        34.     TE then proceeded to perform under the Teaming Agreement, as DI had

requested. Following TE's signature of the Teaming Agreement, DI made numerous references

to the fact that TE and DI were a team. For example, DI stated to TE, in an email dated June 8,

2009, that:


                From day one, we have nurtured a team relationship with TE Security and
                Troy Egan and his team     [W]e need to think and collaborate as a team
                or we all fail.


        35.     After DI had identified TE as the most competitive supplier of aircraft, both prior

to and following TE's signature of the Teaming Agreement, DI sought from TE extensive

consulting services, business development services, confidential proprietary information, and

technical data relating to the WPPS Contract. Relying not only upon the Teaming Agreement,

but also upon DI's repeated representations that it would be compensated for those services

through the award of a subcontract if DI were to be awarded the prime contract, TE diligently

provided those services and supplied the requested information.

       36.     In or about May of 2009, DI submitted a bid to serve as the prime contractor

under the WPPS Contract. Upon information and belief, DI "cut-and-pasted" the information

and technical data supplied to it by TE directly into this bid.
      Case 1:10-cv-00276-CMH-JFA Document 1               Filed 03/22/10 Page 8 of 21



        37.     During the course of preparing DI's bid to serve as the prime contractor, DI

 requested TE to allow various members of TE's team to join DI as employees. Relying once

again upon DI's representations that TE would be awarded a subcontract pursuant to DI's

promises lo TE, the conduct of the Parlies, and the Teaming Agreement if DI were to be awarded

the prime contract, TE agreed to this arrangement. One of those former TE team members who

joined DI as an employee, Tony Sparks, ultimately made the "pitch" to the State Department, on

behalf of DI, for DI to be awarded the prime contract.

        38.    In or about early June of 2009, TE was approached by a DI competitor, and the

only other active bidder on the WPPS Contract, Triple Canopy, Inc. ("Triple Canopy"), for an

aircraft quote on the WPPS Contract. TE informed DI of Triple Canopy's request. During a

meeting between two of DI's employees, Greg Landers and Larry Grubbs, and Mr. Egan of TE,

DI and TE agreed that TE could not give Triple Canopy a quote for aircraft on the WPPS

Contract because: (a) TE and DI had entered into a teaming arrangement for the WPPS Contract,

and (b) the Teaming Agreement specifically prohibited TE from doing so.

       39.     On June 10, 2009, DI presented TE with a first draft of a subcontract under which

DI would lease from TE the aircraft for the WPPS Contract, as required by the Teaming

Agreement.


       40.     On or about June 15, 2009, the Stale Department awarded to DI the prime

contract. Task Order SAQMMA09F1826 of the WPPS Contract represents the aviation portion

of the prime contract for the "base year." An accurate and authentic copy of that Task Order is

attached as Exhibit "B."


       41.     Two days later, on June 17, 2009, DI sent TE a letter (the "June 17 Letter")

confirming: (i) DI's award of the WPPS Contract; and (ii) TE's retention as subcontractor for the
      Case 1:10-cv-00276-CMH-JFA Document 1                Filed 03/22/10 Page 9 of 21



medium-lift and light-lift helicopters called for in the WPPS Contract. In particular, the June 17

Letter provided that:


               DI will enter into an agreement with [TE] to lease 3 each MD530F and 15
               each UH-1HP medium lift helicopters. DI and [TE] have agreed to the
               following flying hour rates for the above helicopters:

               •        3 each MD 530F light lift helicopters at a guaranteed rate of
                        $2,720.00 per hour for no less than 55 hours per month for each
                        aircraft for a monthly minimum invoicing total of: $448,000.00

               •        5 each UH-1HP medium lift helicopters at a guaranteed rate of
                        $3,520.00 per hour for no less than 65 hours per month for each
                        aircraft for a monthly minimum invoicing total of: $3,432,000.00

               The above assets are required to be on station and ready to assume all in-
               theater responsibilities no later than 4 September 2009.

An accurate and authentic copy of the June 17 Letter is attached as Exhibit "C."

       42.     On July 1, 2009, and without prior announcement, DI unilaterally ceased working

with TE on the transaction with no explanation. Shortly after that, DI informed TE that DI had

never actually proposed TE as DI's sole supplier of aircraft for the WPPS Contract, as required

by Section 1.2 of the Teaming Agreement.


       43.     If DI had not breached its promises to TE, the subcontract would have been

highly lucrative for TE. Due to the low cost of TE's specially modified aircraft vis-a-vis the

more expensive models that met the prime contract's performance mandates, TE reasonably

expected revenues exceeding $46.5 million, and profits exceeding $36.5 million during the "base

year" alone, excluding payments for excess flight hours for which DI was to pay to TE an

additional fee. In addition, TE stood to earn further revenues of approximately $46.5 million for

year two; $41.9 million for year three; $38.1 million for year four; and $31.4 million for year

five, all excluding excess flight hours. The total value of TE's losses, therefore, exceeds $36.5
      Case 1:10-cv-00276-CMH-JFA Document 1                Filed 03/22/10 Page 10 of 21



million for the "base year" and $194.4 million for the five-year life of the WPPS Contract,

excluding excess flight hours.


        44.     In an email dated July 7, 2009, from one of its authorized agents, Larry Grubbs,

DI admitted that it had breached its promises to TE:


               [A]s unbelievable as it sounds compared to everything I've been told for
               the two years I've been with [DI], they are now intending to purchase the
               helos themselves - not sure at all how it got to this .. . This is contrary to
               everything we worked towards including the last 10 days on the leasing
               contract -1 have no explanation. But if that is the unequivocal end [DI] is
               chasing, I believe you need to be able to invoice [DI]...

An accurate and authentic copy of the July 7, 2009 email is attached as Exhibit "D."            DI had

specifically identified Mr. Grubbs as its authorized agent in Section A of the Teaming

Agreement.


        45.    DI proceeded to implement for itself the aircraft procurement plan that TE had

proposed to DI, using "cherry-picked" members of TE's team in key roles for the WPPS Contract

(including DI's overall project manager for the WPPS Contract) as well as TE's aircraft supplier.

        46.    On July 11, 2009, DI indicated to TE that DI was considering how much to

compensate TE for TE's services relating to the WPPS Contract. To date, however, DI has failed

to present TE with any offer of compensation. In fact, DI has since adopted the position that it

supposedly cannot understand the basis upon which TE is demanding any compensation, and

refuses to confirm that it ever entered into the Teaming Agreement with TE.

       47.     Upon information and belief, DI has now transferred the WPPS Contract to its

parent, DynCorp International, Inc., because DI has mismanaged the WPPS Contract, and

DynCorp International, Inc. and DI effected this transfer without the State Department reopening

the prime contract for bids.




                                                10
      Case 1:10-cv-00276-CMH-JFA Document 1                Filed 03/22/10 Page 11 of 21



        48.     TE has made numerous attempts to contact DI in an attempt to resolve these

matters, as required by the Teaming Agreement, and it has requested a meeting with DI's senior

management. DI has been uncooperative and has done little more than delay, claiming that it

supposedly lacks sufficient information to make a final decision on whether it has an obligation

to compensate TE.


                                             COUNT I


                    (Breach of Contract - Lease of Aircraft - Defendant DI)

        49.    TE restates each of the averments made in paragraphs             1-48 above, and

incorporates them into this Count.


        50.    TE and DI entered into an enforceable contract for the lease of aircraft evidenced

by the June 17 Letter, which contained the agreed-upon essential terms of an aircraft lease.

        51.    The contract was supported by adequate consideration.

       52.     DI breached its obligation to lease aircraft for the WPPS Contract from TE.

       53.     At the time of DI's breach, TE had fully performed or stood ready to perform all

of its obligations under the contract.


       54.     As a direct result of DI's breach, TE suffered damages in an amount to be proven

at trial, together with prejudgment interest on all such amounts.

                                            COUNT II


      (In the Alternative - Breach of Contract - Teaming Agreement - Defendant DI)

       55.     TE restates each of the averments made in paragraphs 1-48 above, and

incorporates them into this Count.


       56.     In the event that the Court concludes that TE and DI did not enter into an

enforceable contract for the lease of aircraft, then DI breached the Teaming Agreement.




                                                11
      Case 1:10-cv-00276-CMH-JFA Document 1               Filed 03/22/10 Page 12 of 21



        57.    TE and DI entered into an enforceable Teaming Agreement.

        58.    The Teaming Agreement was supported by adequate consideration.

        59.    DI breached its obligations under the Teaming Agreement, including, without

limitation, its obligation to negotiate a subcontract with TE in good faith pursuant to Section 2.6

of the Teaming Agreement.


        60.    At the time of DI's breach, TE had fully performed or stood ready to perform all

of its obligations under the Teaming Agreement.

       61.     As a direct result of DI's breach, TE has suffered damages in an amount to be

proven at trial, together with prejudgment interest to run from the date of DI's breach of the

Teaming Agreement on all such amounts.


                                           COUNT III

        (In the Alternative - Unjust Enrichment/Quantum Meruit - All Defendants)

       62.     TE restates each of the averments made in paragraphs 1-48 above, and

incorporates them into this Count.


       63.     If there were no enforceable contracts between TE and DI, then DI and DynCorp

International, Inc. have been unjustly enriched by TE, and TE is entitled to recover the financial

value of all benefits it has bestowed upon DI and DynCoip International, Inc.

       64.     DI and DynCorp International, Inc. knowingly received benefits from TE in the

form of TE's helicopter leasing solution, as well as TE's proprietary and confidential business

information, consulting services, business development services, information, technical data,

business intelligence, and employee referrals.

       65.     TE had a reasonable expectation of being reimbursed for these benefits.




                                                 12
      Case 1:10-cv-00276-CMH-JFA Document 1                Filed 03/22/10 Page 13 of 21



        66.    The benefits were conferred at the express or implied request of DI and DynCorp

International, Inc., both of which knew, or should have known, that TE had a reasonable

expectation of being reimbursed for those benefits.

        67.    DI and DynCorp International, Inc. have retained the benefits without reimbursing

TE for their fair value, so DI and DynCorp International, Inc have both been unjustly enriched,

and TE has suffered a corresponding injury.


       68.     As a direct result of DI and DynCorp International, Inc.'s unjust enrichment, TE is

entitled to be compensated in quantum meruit, together with prejudgment interest on all such

amounts to run from the date of the Teaming Agreement.


                                           COUNT IV


                          (In the Alternative - Fraud - Defendant DI)

       69.     TE restates each of the averments made in paragraphs              1-48 above, and

incorporates them into this Count.


       70.     DI deliberately sought access to, and the use of, TE's trade secrets, ideas, efforts,

and services in order to put it in a position to win the award of the WPPS contract.

       71.     DI knew that TE would not disclose its trade secrets and ideas, or provide its

efforts and services to DI, unless: (a) TE was assured that its trade secrets would be kept

confidential; and (b) TE would benefit from the award of the WPPS Contract to DI in the ways

summarized above.     Accordingly, DI represented to TE that it would dutifully preserve the

confidentiality of TE's trade secrets, that DI and TE would work as a "team" for the purpose of

bidding on the WPPS Contract, and, if DI were awarded the WPPS Contract, that DI would

engage TE as its subcontractor. Thus, DI drafted, negotiated, and presented the January 14 NDA

and the Teaming Agreement to TE, and ultimately demanded that TE sign the Teaming




                                                13
      Case 1:10-cv-00276-CMH-JFA Document 1                 Filed 03/22/10 Page 14 of 21



Agreement, all in order to induce TE to believe that TE and DI were a "team" for purposes of

bidding on and, if awarded, performing under, the WPPS Contract.               DI then proceeded to

confirm verbally to TE that DI and TE were a "team" for purposes of the WPPS Contract, and to

feign performance under the Teaming Agreement in order to induce TE to continue to share with

DI TE's trade secrets, ideas, efforts, and services.


        72.    The existence of a teaming relationship for the WPPS Contract was material to

TE. Absent such a relationship, TE would not have provided, or continued to provide, to DI TE's

trade secrets, ideas, efforts and services, all of which enabled DI to win the WPPS contract.

       73.     Furthermore, absent this teaming relationship, TE would have been free to offer

its trade secrets, ideas, efforts, and services to other bidders on the WPPS contract, such as Triple

Canopy. TE did not do so, at DI's insistence that the Teaming Agreement prohibited TE from

associating with any other bidder, and based on DI's promises that TE and DI were a team.

       74.     In fact, DI never intended to team with TE if it were to be awarded the WPPS

Contract. Rather, it intended to mislead TE in believing that TE and DI were a team for puiposes

of the WPPS Contract and that TE could safely provide to DI TE's trade secrets, ideas, efforts,

and services, subject to the restrictions and protections previously agreed.

       75.     Thus, DI intentionally and knowingly made the false representations about the

Teaming Agreement and the existence of a teaming relationship between TE and DI so that TE

would continue to provide to DI TE's own team members, TE's consulting services, TE's pricing

information, TE's business intelligence, TE's technical data, and other TE confidential and

proprietary information in support of the bid and performance of the WPPS Contract.




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      Case 1:10-cv-00276-CMH-JFA Document 1                  Filed 03/22/10 Page 15 of 21



        76.    DI intended to use, and did, in fact, use TE's proprietary and confidential trade

secrets, ideas, efforts, and services to allow it to win the WPPS Contract, and then excluded TE

from any further participation in the WPPS Contract.

        77.    TE reasonably relied on the Teaming Agreement and DI's numerous statements

and conduct stating that TE and DI were a team for the WPPS Contract bid and performance.

       78.     TE has suffered damages as a direct result of its reasonable reliance on DI's

fraudulent misrepresentations, in an amount to be proven at trial, together with an appropriate

award of prejudgment interest on al such amounts.


       79.     DI's conduct was wanton or malicious, and this Court should award punitive

damages against DI in an amount deemed to be sufficient by the jury up to the maximum

permitted by law.


                                             COUNT V


                    (In the Alternative - Constructive Fraud - Defendant DI)

       80.     TE restates each of the averments made in paragraphs 1-48 above, and

incorporates them into this Count.


       81.     DI sought to enlist, and did enlist, TE's trade secrets, ideas, efforts, and services in

order to win the award of the WPPS contract.

       82.     DI knew, or should have known, that TE would not disclose its trade secrets and

ideas, or provide its efforts and services to DI, unless: (a) TE was assured that its trade secrets

would be kept confidential; and (b) TE would benefit from the award of the WPPS Contract to

DI in the ways summarized above. Accordingly, DI represented to TE that it would dutifully

preserve the confidentiality of TE's trade secrets, that DI and TE would work as a "team" for the

purpose of bidding on the WPPS Contract, and, if DI were awarded the WPPS Contract, that DI




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      Case 1:10-cv-00276-CMH-JFA Document 1                 Filed 03/22/10 Page 16 of 21



would employ TE as its subcontractor. Thus, DI drafted, negotiated, and presented the January

14 NDA and the Teaming Agreement to TE, and ultimately demanded that TE sign the Teaming

Agreement, all in order to induce TE to believe that TE and DI were a "team" for purposes of

bidding on and, if awarded, performing under, the WPPS Contract.             DI then proceeded to

confirm verbally to TE that DI and TE were a "team" for purposes of the WPPS Contract, and to

feign performance under the Teaming Agreement in order to induce TE to continue to share with

DI TE's trade secrets, ideas, efforts, and services.


       83.     The existence of a teaming relationship for the WPPS Contract was material to

TE. Absent such a relationship, TE would not have provided, or continued to provide, to DI TE's

trade secrets, ideas, efforts and services, all of which enabled DI to win the WPPS contract.

       84.     Furthermore, absent this teaming relationship, TE would have been free to offer

its trade secrets, ideas, efforts, and services to other bidders on the WPPS contract, such as Triple

Canopy. TE did not do so, at DI's insistence that the Teaming Agreement prohibited TE from

associating with any other bidder, and based on DI's promises that TE and DI were a team.

       85.     DI innocently or negligently made false representations to TE about the Teaming

Agreement and the existence of a teaming relationship between TE and DI such that TE

continued to provide to DI TE's own team members, TE's consulting services, TE's pricing

information, TE's business intelligence, TE's technical data, and other TE confidential and

proprietary information in support of the bid and performance of the WPPS Contract.

       86.     TE reasonably relied on the Teaming Agreement and DI's numerous statements

and conduct indicating that TE and DI were a team for the WPPS Contract bid and performance.




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      Case 1:10-cv-00276-CMH-JFA Document 1                  Filed 03/22/10 Page 17 of 21



           87.   TE has suffered damages as a direct result of its reasonable reliance on DI's

fraudulent misrepresentations, in an amount to be proven at trial, together with an appropriate

award of prejudgment interest on all such amounts.


                                             COUNT VI


                         (Imposition of Constructive Trust - All Defendants)

           88.   TE restates each of the averments made in paragraphs 1 - 48, above, and

incorporates them into this Count.


           89.   Defendant DI's conduct constitutes deceptive, fraudulent, and wrongful conduct in

that DI:


                    a.    deliberately sought to enlist, and did enlist, TE's aid and assistance in

                         disclosing to DI its trade secrets, and giving to DI its ideas, efforts, and

                         services in order to put DI in a position to win the award of the WPPS

                         Contract;


                    b. drafted, negotiated, and presented the Teaming Agreement to TE, and

                         ultimately demanded that TE sign the Teaming Agreement, all in order to

                         induce TE reasonably to believe that TE and DI were a "team" for

                         purposes of bidding on the WPPS Contract;

                    c.   used TE's confidential and proprietary trade secrets, ideas, efforts and

                         services to allow it to win the WPPS Contract, and then excluded TE from

                         any further participation in the WPPS Contract;

                    d.   intentionally and knowingly made the false representations about the

                         Teaming Agreement so that TE would continue to provide to DI TE's own

                         team members, TE's consulting services, TE's business intelligence, TE's




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     Case 1:10-cv-00276-CMH-JFA Document 1                     Filed 03/22/10 Page 18 of 21



                       technical data, and other TE proprietary information in support of the bid

                       and performance of the WPPS Contract.


       90.     By virtue of DI's wrongful conduct, DI and DynCorp International, Inc. have

illegally received money and profits that rightfully belong to TE.


       91.     Upon information and belief, Defendants hold the illegally received money and

profits in the form of bank accounts that can be located and traced.


       92.     Defendants    hold    the   money     and   profits   they have   illegally   received as

constructive trustees for the benefit of TE, and both DI and DynCorp International, Inc. should

be required to account to TE for all such profits.


                                            COUNT VII


                     (Misappropriation of Trade Secrets - All Defendants)

       93.     TE restates each of the averments made in paragraphs                   1-48 above, and

incorporates them into this Count.


       94.     TE's aircraft pricing and procurement plan, and business intelligence relating to

the WPPS Contract represent a method, technique, or process that derive independent economic

value, actual or potential, from not being generally known to, and not being readily ascertainable

by proper means by, other persons who can obtain economic value from their disclosure or use,

and those trade secrets are the subject of efforts that were reasonable under the circumstances to

maintain their secrecy under the Virginia Uniform Trade Secrets Act, Va. Code Ann. §§ 59.1-

336 to 343 (Michie 2006 Repl. Vol. & 2009 Cum. Supp.).

       95.     DI and DynCorp International, Inc. knew, or had reason to know, that TE's

aircraft pricing and procurement plan and its confidential business intelligence relating to the

WPPS Contract were valuable trade secrets of TE. In fact, TE's trade secrets were so valuable




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      Case 1:10-cv-00276-CMH-JFA Document 1                   Filed 03/22/10 Page 19 of 21



that DI excluded TE from further involvement in the transaction, and ultimately used TE's trade

secrets to implement TE's aircraft procurement plan for itself, including, without limitation,

using TE's proposed aircraft, pricing information, and supplier.


          96.      DI and DynCorp International, Inc. acquired knowledge of TE's trade secrets

under circumstances giving rise to a duty to maintain their secrecy, including, without limitation,

the January 14 NDA.


          97.      DI and DynCorp International, Inc.'s disclosure and use of TE's trade secrets

occurred        without TE's   consent,   either express or   implied,   and constituted   an   actual

misappropriation of TE's trade secrets.


          98.      After DI had excluded TE from further participation in the WPPS Contract, DI,

and, subsequently, DynCorp International, Inc., proceeded to implement for itself the same

aircraft procurement plan that TE had proposed, using TE's unique aircraft solution, pricing

structure, business intelligence, and suppliers. Accordingly, D! and DynCorp International, Inc.

have both engaged in the actual misappropriation of TE's trade secrets in violation of the

Virginia Uniform Trade Secrets Act.


          99.      DI and DynCorp International, Inc. are receiving, or may receive, proceeds from

their misappropriation of TE's trade secrets.       All proceeds received through these activities

constitute unjust enrichment of DI and DynCorp International, Inc, at the expense of TE.

          100.     TE is entitled to recover punitive damages, damages for the actual loss DI and

DynCorp International, Inc. have caused as well as any amount representing DI and DynCorp

International, Inc.'s unjust enrichment not taken into account in computing actual loss, the costs

of suit, reasonable attorneys' fees, and all other relief provided by Va. Code Ann. §§ 59.1-337 to

-338.1.




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         Case 1:10-cv-00276-CMH-JFA Document 1                 Filed 03/22/10 Page 20 of 21



                                          Requests for Relief

          TE requests this Court to grant it the following relief:

          A. Entry of judgment in favor TE and against DI and DynCorp International, Inc., as

              stated above, in an amount to be proven at trial, plus pre-judgment interest to run

              from April 20, 2009;


          B. An Order requiring defendants to provide TE a full and complete accounting of all

              profits obtained from the aircraft portion of the WPPS Contract;

          C. Imposition of a constructive trust on the illegal profits obtained by DI and DynCorp

              International, Inc. on the aircraft leasing portion of the WPPS Contract;

          D. An award of punitive damages, pursuant to Va. Code Ann. § 59.1-338, in an amount

             to be determined by the jury;


          E. An award of punitive damages on the Count IV, in an amount to be determined by the

             jury;


          F. An award of all of TE's reasonable costs and attorneys' fees, as provided for in the

             Teaming Agreement, in the Virginia Uniform Trade Secrets Act, and as otherwise

             recoverable under Virginia or federal law;


          G. An award ofprejudgment interest on all amounts awarded in Counts I-V and VII; and

          H. Any other additional relief that the Court deems to be just and appropriate.

                                             Jury Demand


         Pursuant to Fed. R. Civ. P. 38(b), TE demands a trial by jury on all claims so triable of

right.


Dated: March 22, 2010




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      Case 1:10-cv-00276-CMH-JFA Document 1                  Filed 03/22/10 Page 21 of 21



                                              T.E. Security Consultants, LLC




                                              By:.
                                                             Counsel

Torsten M. Kracht (DC Bar ID 501905; pro hac vice application pending)
Todd M. Stenerson (DC Bar ID 462110; pro hac vice application pending)
Hunton & Williams LLP
1900 K St. NW
Washington, D.C. 20006
Telephone: (202)955-1500
Facsimile: (202) 778-2201

       -and-


Stephen M. Sayers (VSB#23066)
Jill Marie Dennis (VSB#43466)
Hunton & Williams LLP
1751 Pinnacle Drive,
Suite 1700, Tysons Corner
McLean, Virginia 22102
Telephone: (703)714-7400
Facsimile: (703)714-7410

       -and-


David C. Tobin (DC Bar ID 395959; pro hac vice application pending)
Ziad P. Haddad (DC Bar ID 469470; pro hac vice application pending)
Tobin, O'Connor & Ewing
5335 Wisconsin Avenue NW
Suite 700
Washington, D.C. 20015
Telephone: (202) 362-5900
Facsimile: (202)362-5901


Counsel for the Plaintiff, T.E. Security Consultants, LLC.




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