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SecTek, Inc. v. Diamond

United States District Court, E.D. Virginia, Alexandria Division

April 5, 2017



          Gerald Bruce Lee United States District Judge

         THIS MATTER is before the Court on the six-day non-jury trial of Plaintiff SecTek, Incorporated's ("SecTek") claims against Defendant Jeanette S. Diamond ("Ms. Diamond"), arising from SecTek's purchase of The Diamond Group ("TDG") from Ms. Diamond, pursuant to a Stock Purchase Agreement ("SPA"). (Dkt. 71 at 1). Ms. Diamond also asserted a counterclaim against SecTek involving the SPA, for breaching the implied covenant of good faith and fair dealing.

         SecTek filed its Second Amended Complaint on May 27, 2016, asserting eight causes of action: (1) breach of contract relating to indemnification under the SPA for the tax assessment (Count 1); (2) breach of contract relating to indemnification under the SPA for the Texas Lawsuit (Count 2); (3) fraud in the inducement (Count 3); (4) constructive fraud in the inducement (Count 4); (5) breach of contract relating to indemnification under the SPA for fraud (Count 5); (6) securities fraud under 17 C.F.R. § 240.10b-5 (Count 6); (7) specific performance for breach of contract under tax indemnification (Count 7); and (8) specific performance for breach of contract under indemnification for the Texas Lawsuit (Count 8). See Dkt. 67.

         All of the counts remained after the summary judgment stage. On August 29, 2016, the Court denied both SecTek and Ms. Diamond's Motions for Partial Summary Judgment because there were genuine issues of material fact regarding (1) the Tax Assessment and the options for reducing it, and (2) whether there was a TDG office in New Mexico at the time the SPA was executed. (Dkt. 123 at 2). The Court heard testimony and received evidence with respect to these two issues, and also on the issues directly connected to the Counts alleged in the Second Amended Complaint.

         There are three issues currently before the Court. The first issue is whether Ms. Diamond breached the terms of the SPA by failing to indemnify SecTek for the New Mexico tax assessment, the Texas civil lawsuit, and fraudulent behavior. The second issue is whether Ms. Diamond fraudulently induced SecTek into executing the SPA by failing to disclose and intentionally omitting information sought by SecTek, which concerned TDG's New Mexico gross receipts tax liabilities. The third issue is whether SecTek CEO Wilfred Blood ("Mr. Blood") demonstrated bad faith by refusing to invoice a wage adjustment contract in order to avoid paying Ms. Diamond money she was owed under the SPA.

         The Court enters judgment in favor of Plaintiff SecTek on Counts 1, 2, 3, 5, and 6 because the Plaintiff has met its burden in demonstrating: (1) by a preponderance of the evidence that Ms. Diamond breached the terms of the SPA; and (2) by clear and convincing evidence, that Ms. Diamond fraudulently induced SecTek into executing the SPA. With respect to Count 4, which is Plaintiffs claim for constructive fraud in the inducement, the Court enters judgment in favor of Defendant Ms. Diamond and against Plaintiff SecTek. Additionally, the Court enters judgment in favor of Defendant on her counterclaim of breach of the implied covenant of good faith and fair dealing (Counterclaim Count 1) because Mr. Blood's actions, with respect to tendering funds owed to Ms. Diamond under the SPA, amount to bad faith.


         In a non-jury case, the court must make specific findings of fact and separately state its conclusions of law. Fed.R.Civ.P. 52(a) (1). The trial judge has a function of finding the facts, weighing the evidence, and choosing from among conflicting inferences and conclusions those which he considers the most reasonable. Taylor v. Republic Services, Inc., 968 F.Supp.2d 768, 775 (citing Perm-Texas Corp. v. Morse, 242 F.2d 234, 247 (7th Cir. 1957)). The trial judge has the inherent right to disregard testimony of any witness when satisfied that the witness is not telling the truth, or the testimony is inherently improbable due to inaccuracy, uncertainty, interest, or bias. Id. (citation and internal quotation marks omitted); see Columbus-Am. Discovery Grp. V. Atl. Mut. Ins. Co., 56 F.3d 556, 567 (4th Cir. 1995) (stating that the fact finder is in a better position to make judgments about the reliability of some forms of evidence, including evaluation of the credibility of witnesses). It is the duty of the trial judge sitting without a jury to appraise the testimony and demeanor of witnesses. See Burgess v. Farrell Lines, Inc., 335 F.2d 885, 889 (4th Cir. 1964).

         To satisfy the demands of Rule 52(a), a trial court must do more than announce statements of ultimate fact. United States ex rel. Belcon, Inc. v. Sherman Constr. Co., 800 F.2d 1321, 1324 (4th Cir. 1986) (citation omitted). The court must support its rulings by spelling out the subordinate facts on which it relies. Id. The language of Rule 52 has been construed:

not to require a court to make findings on all facts presented or to make detailed evidentiary findings; if the findings are sufficient to support the ultimate conclusion of the court they are sufficient. Nor is it necessary that the trial court make findings asserting the negative of each issue of fact raised. It is sufficient if the special affirmative facts found by the court, construed as a whole, negative each rejected contention. The ultimate test as to the adequacy of the findings will always be whether they are sufficiently comprehensive and pertinent to the issues to provide a basis for decision and whether they are supported by the evidence.

Darter v. Greenville Cmty. Hotel Corp., 301 F.2d 70, 75 (4th Cir. 1962). This rule does not require that the trial court set out findings on the myriad of factual questions that arise in a case. Taylor, F.Supp.2d at 776 (citing Golf City, Inc. v. Wilson Sporting Goods, 555 F.2d 426, 433 (5th Cir. 1977)). The sufficiency of the trial court's findings depends upon the particular facts of each individual case, and no general rule can govern. Darter, 301 F.2d at 75.


         The following are findings of fact made by the Court after having an opportunity to observe the witnesses, consider the evidence, and weigh the credibility of the witnesses. As described in the following findings of fact, the Court finds that SecTek has proven, by a preponderance of the evidence, the following claims: breach of contract relating to indemnification under the SPA for the tax assessment (Count 1); breach of contract relating to indemnification under the SPA for the Texas Lawsuit (Count 2); breach of contract relating to indemnification under the SPA for fraud (Count 5); and, securities fraud under § 10(b) of the Securities Exchange Act and 17 C.F.R. §240.10b-5 (Count 6). Additionally, the Court finds that SecTek has proven, by clear and convincing evidence, the claim for fraud in the inducement (Count 3). With respect to Count 4, which is Plaintiffs claim for constructive fraud in the inducement, the Court enters judgment in favor of Ms. Diamond and against Plaintiff SecTek.

         Since SecTek has a remedy at law with respect to breach related to tax indemnification (Count 7) and breach of contract related to indemnification for the Texas Lawsuit (Count 8), the Court DENIES SecTek's request for specific performance on Count 7 and Count 8.

         The Court also finds that Ms. Diamond has proved, by a preponderance of the evidence, that SecTek is liable for breaching the terms of the SPA for breaching the implied covenant of good faith and fair dealing with respect to the Piper Down wage adjustment contract (Counterclaim 1).

         A. Introduction

         SecTek is a Virginia corporation with its principal place of business in Virginia. Amended Statement of Undisputed Facts (Dkt. 146, "Statement of Undisputed Facts") ¶ 1. The Defendant in this matter is Ms. Jeanette Diamond ("Ms. Diamond"), an individual who is a resident of Texas and the former principal and seller of TDG. Id. ¶ 2. TDG is a company that provides security guards at various federal government buildings in Texas and New Mexico. Id. ¶ 3. Prior to February 3, 2012 (the "Closing Date"), Ms. Diamond owned 100% of the outstanding shares of TDG stock. Id. ¶¶ 4, 21; Exhibit PI.[1] On February 3, 2012, SecTek purchased 100% of the stock of TDG from Ms. Diamond in a SPA. Statement of Undisputed Facts ¶ 4.

         TDG began operations in New Mexico as early as 2006. Id. ¶ 5. TDG's operations in New Mexico consisted of providing security personnel at various federal office buildings throughout the state, including in the cities of Clovis, Farmington, Gallup, Santa Fe, Las Vegas, Hobbs, Roswell, and Las Cruces. Id. ¶ 5; Exhibit D40 at 244357.[2] Griggs Bennett ("Mr. Bennett") was TDG's Chief Financial Officer for the period of time at issue, and Jack King ("Mr. King") was TDG's Director of Operations.

         Starting in fall 2007, TDG leased an office in Las Cruces, New Mexico (the "Las Cruces Office"). Exhibit PI43. TDG signed subsequent one-year leases in 2008 and 2009 for the same office. Deposition of Jack King ("King Depo.") at 77:22-79:6;[3] Exhibit P127 at SEC13275; Exhibit PI44. Also in 2008, according to the testimony of both Ms. Diamond and Mr. Bennett, TDG leased office space in the basement of the federal building located on Gold Avenue in Albuquerque, New Mexico ("Gold Avenue Office"). TDG also provided security guards at other posts throughout New Mexico. Exhibit D40 at SEC244357. From 2008 to the present, TDG has had approximately 40 to 60 posts at various locations throughout New Mexico. Id.

         B. New Mexico Gross Receipt Taxes

         Mr. Aaron Brown is the bureau chief of Audit Technical Support Services within the Audit Compliance Division of the New Mexico Taxation & Revenue Department (the "Department"). Deposition of Aaron Brown ("Brown Depo.") at 16:11 to 16:19.[4] During Mr. Brown's testimony, he explained that the state of New Mexico levies gross receipts taxes ("GRT") on all tangible sales and services that are sold in the state. Id. at 30:8-10. GRT includes a state tax rate, as well as local option tax rates established by municipalities and counties in New Mexico. Id. at 30:6-31:13. The local option tax rates are applied based upon the counties or cities where the taxpayer maintains a location in the state of New Mexico. Id. If a business has no physical locations in the state, it pays GRT only at the state rate, without any local option taxes added. Id.

         By statute, the tax rate for a taxpayer who provides services in New Mexico is based on the taxpayer's business location. See N.M. Stat. Ann. § 7-1-14. Furthermore, by regulation, the Department requires taxpayers with multiple business locations to report gross receipts by each location as defined in the regulation. See Reg. NMAC. A taxpayer is required to report receipts for the location where the place of business is located, even though services may be performed in other locations in the state. Brown Depo. at 40:1-23.

         In New Mexico, a business location can include each site where the company maintains an office or, in the absence of an office, can include locations where the company operates from space provided at a customer location. Exhibit P99; see also Reg. NMAC. Regulation further provides that space provided by a client can constitute a business location if the following conditions are present:

(a) the space is occupied by the provider of the service for a period of six consecutive months or longer;
(b) the provider or employees of the provider of the service are expected, by the purchaser of the services or representatives of the purchaser, to be available at that location during established times; and,
(c) critical elements of the services are performed at, managed, or coordinated from the purchaser's location.

Reg. NMAC. The regulation also lists indicia to consider in determining whether the conditions above are present:

(a) the provider of the service has assigned employees to the client's location as a condition of employment;
(b) telephone is assigned for the exclusive use by the service provider;
(c) the space has been designated for the use of the service provider;
(d) the space contains office furniture or equipment furnished by either the client or the service provider for the sole use of the service provider;
(e) the service provider is identified by business name on a sign located in or adjacent to the provided space;
(f) the client or other persons can expect to communicate, either in person or by telephone, with the service provider or employees or representatives of the service provider at the space provided by the client; and
(g) the contract between the client and the service provider requires the client to provide space to the service provider.

Reg. NMAC. Finally, Regulation provides the following pertinent language:

Any person meeting the three conditions as evidenced by the listed indicia must report the receipts derived from the performance of the service at the client's location to the municipality or county in which the furnished space is located.

Reg. NMAC.

         Both Ms. Diamond and Mr. Bennett testified that the Las Cruces Office and the Gold Avenue Office subjected TDG to an in-state tax rate with respect to New Mexico GRT, even though TDG's New Mexico contract was managed from TDG's corporate office in Dallas, Texas. According to the Department, the location where a company manages contracts and accounting books is irrelevant in determining whether a company is subject to an in-state or out-of-state tax rate on gross receipts. Brown Depo. at 51:7-52:21. The Court finds that since TDG began operations in New Mexico, it has been subject to GRT on receipts derived from its New Mexico operations.

         C. The Managed Audit Agreement

         Although TDG was subject to GRT on gross receipts derived from its New Mexico operations, TDG failed to report any gross receipts or pay any GRT to New Mexico from October 2006 through November 2008. Statement of Undisputed Facts ¶ 7; Exhibit P127, Taxation & Revenue Department Managed Audit Option - A, Audit Narrative ("Managed Audit Narrative") at SEC 13275. In October 2008, after becoming aware of its failure to pay GRT on the gross receipts from its New Mexico operations, TDG entered into a Gross Receipts and Compensating Tax Managed Audit Agreement, Option A (the "Managed Audit Agreement") with the Department regarding TDG's failure to report any gross receipts and pay any gross GRT from October 2006 through November 2008. Exhibit P127 at SEC13275. According to Mr. Bennett, the purpose of the Managed Audit Agreement was to bring TDG into compliance with New Mexico tax laws.

         A managed audit provides a taxpayer with the opportunity to self-report to the Department a failure to comply with New Mexico tax law, and thereby avoid penalties and interest. Brown Depo. at 59:3-61:19. Unlike an audit initiated by the Department (which TDG was subjected to in 2013 and 2014 and which resulted in the assessment at issue in this litigation), a managed audit "Option A" is more limited in scope. Brown Depo. at 62:2-63:6. When a taxpayer selects "Option A, " as TDG did in 2008, the Department simply accepts the information submitted by the taxpayer, does not review it for correctness, and calculates the amount of unpaid taxes based on the taxpayer-provided information. Id.

         On December 31, 2008, TDG submitted a check to the Department in the amount of $192, 414 to be applied to the assessment that would result from the Managed Audit Agreement. Exhibit P127 at SEC13275. On October 23, 2009, in connection with the Managed Audit Agreement, TDG submitted GRT returns for those periods in 2007 and 2008 for which it failed to report gross receipts and to pay the applicable tax on those receipts. Statement of Undisputed Facts ¶ 10; see also Exhibit P125. In November of 2009, based on the forms submitted by TDG, the Department assessed $206, 880.59 in unpaid GRT. Statement of Undisputed Facts ¶ 11. TDG was credited $192, 414 because of the check TDG submitted in December of 2008, and ultimately paid the full amount assessed. Exhibit P125; Exhibit P128A at SEC13292-93.

         Mr. Bennett testified that at the time the managed audit was completed in October 2009, TDG maintained offices in Las Cruces, and in Albuquerque, on Gold Avenue.

         D. TDG Offices in New Mexico

         Mr. Bennett testified that in late 2009, after the managed audit, he discussed with Mr. King and Ms. Diamond the possibility of closing TDG's locations in Las Cruces and Albuquerque. Mr. Bennett believed that TDG would have to pay GRT at a higher, in-state rate unless the offices were closed. Mr. Bennett stated that he informed Ms. Diamond of his belief, and Ms. Diamond instructed him to close the offices. This testimony was corroborated by Ms. Diamond herself. The Court finds that TDG did not, however, follow through on this supposed plan. Instead, TDG remained in the Las Cruces Office until 2011 and closed its existing Gold Avenue Office in favor of moving it to a different location in Albuquerque-albeit through TDG employee Guillermo B. Chavez ("Mr. Chavez") on behalf of TDG. Mr. Chavez testified that he was a Lieutenant Supervisor at TDG and in late 2010 became a Captain.

         With respect to the Las Cruces Office, TDG began leasing the Las Cruces Office in the fall of 2007. Exhibit P143. TDG subsequently Dated:e-year leases in 2008 and 2009 for the same office space. Exhibit P144; King Dep. 79:1-79:6. In July 2010, Mr. King directed a TDG employee, Wendy Eisen ("Ms. Eisen") to sign a lease in her own name for the Las Cruces Office for use by TDG. King Depo. 81:21-83:2; Exhibits P147, P148, P151-P155, P157-P159. Ms. Eisen, who is Ms. Diamond's daughter, was a receptionist in TDG's Dallas office and was not involved with TDG's New Mexico operations. King Dep. 81:2-8. TDG reimbursed Ms. Eisen for payments she personally made for rent for the Las Cruces Office through January 2011. Exhibit P269.

         Ms. Diamond testified that it would be unusual for her daughter to be the tenant in name for space used by TDG and that there is not a business reason for TDG to put a company lease in her daughter's name. Deposition of Jeanette Diamond ("Diamond Depo.") at 58:2-8. The Las Cruces Office remained open until January 2011. Exhibits PI57-P159. Because it remained open, the Las Cruces Office subjected TDG to New Mexico GRT at the in-state rate.

         With respect to the Albuquerque office, Mr. Chavez testified that in December of 2009, Mr. King instructed him to lease, in his own name, new office space for TDG. Mr. Chavez stated that he found a location in Albuquerque at 508 XA Central Avenue ("Central Avenue Office"). See also Statement of Undisputed Facts ¶ 13. Ms. Diamond's son, Stuart Diamond, who was also an employee of TDG, assisted Mr. Chavez in opening the Central Avenue Office by setting up phone, fax, and internet service. Exhibit PI30.

         On December 23, 2009, Mr. Chavez paid the first month's rent and security deposit from his own funds and Mr. King approved his request to TDG for reimbursement of those amounts. Statement of Undisputed Facts ¶ 14; see also Exhibits P136-138. Thereafter, Mr. Chavez paid the rent every month with personal checks beginning in January 2010 through the 2012 sale of TDG's stock to SecTek. Statement of Undisputed Facts ¶ 14. In accordance with instructions emailed by Mr. King to Mr. Chavez (and copied to TDG's then accountant, Susana Medina ("Ms. Medina")), Mr. Chavez testified that he submitted copies of his personal checks with his monthly expense reports for the "office rent." Id. These expense reports were approved by Mr. King and processed by Ms. Medina, who would stamp the reports with her name. Id.

         TDG reimbursed Mr. Chavez for the monthly rent payments for the Central Avenue Office from December 2009 to February 2012. Exhibits P223 and P224. Several of the checks later written by TDG to reimburse Mr. Chavez for office rent that he paid were signed by Ms. Diamond, either by hand or with her signature stamp. Diamond Depo. at 70:12-22, 72:9-19, 73:4-11, 76:18-20, 77:16-19. The Central Avenue Office was utilized by TDG beginning in December 2009, and remained open through the Closing Date. Exhibits P223, P224.

         In June 2011, under penalty of perjury, Ms. Diamond signed TDG's Private Patrol Company Renewal Application (the "Patrol Application") and submitted it to the New Mexico Regulation and Licensing Department. Statement of Undisputed Facts ¶ 16. The Patrol Application lists the Central Avenue Office as TDG's physical New Mexico address and mailing address. Exhibit 226 at SEC13876. After 2009, TDG paid GRT at the lower out-of-state rate, even though it (1) did not close the Las Cruces office until late January 2011, and (2) maintained the Central Avenue Office throughout 2010, 2011, and 2012 until the sale of TDG in February 2012. Exhibit P95 at NMTD 57-86.

         E. TDG Sought Reimbursement for Gross Receipts under Federal Government Contracts partially based on the higher "In-State" Rate

         Ms. Diamond testified that as of the end of 2009 she believed the New Mexico offices were closed to avoid the in-state rate and that, going forward, she anticipated that TDG would only be paying GRT at the out-of-state rate. Diamond Depo. at 85:9-13, 86:24-87:14. TDG sought and obtained increased compensation from the federal government based on its representations to the Government that it paid GRT at in-state rates for Albuquerque and Las Cruces. Exhibit PI60-167. TDG adjustment requests submitted under the Service Contract Act ("SCA"), 41 U.S.C. § 351 et seq., certify that the amount sought accurately reflects the contract adjustment for which the government was liable. Id. GRT was a component of SCA adjustments sought by TDG, which were submitted by Ms. Diamond and approved by the government after 2009 when Ms. Diamond says she believed that TDG closed its New Mexico offices and would thus be subject to the lower out-of-state rate. Diamond Depo. 81:14-16, 82:22-24, 83:1-15, 86:13-87:14. Accordingly, the evidence shows that Ms. Diamond sought payment from the federal government for GRT in an amount greater than she claims she believed TDG was required to pay to New Mexico.

         F. Diamond's Pass-through Tax Return Compared to TDG's Gross Receipts Tax Returns

         TDG's Pass-through entity tax return for 2011 shows gross receipts of $5, 479, 948 with respect to revenue generated within New Mexico. Exhibit D45 at SEC 13550.

         G. SecTek's Due Diligence for the TDG Acquisition

         At all times relevant to this litigation, Wilfred Blood ("Mr. Blood"), is and has been Chief Executive Officer of SecTek. Statement of Undisptued Facts ¶ 17. Mr. Blood testified that in August of 2011, he received a solicitation call from a business broker engaged by Ms. Diamond to help her sell TDG. Mr. Blood further testified that in late 2011, SecTek began conducting due diligence regarding TDG's business operations and financial performance. Although everyone at TDG could answer questions during the due diligence process, Ms. Diamond testified that she designated Mr. Bennett as the principal point of contact for SecTek due diligence matters.

         In connection with the due diligence, Mr. Blood testified that SecTek sent Mr. Bennett a Due Diligence Request List (the "Diligence List"). Statement of Undisputed Facts ¶ 18. A copy of the Diligence List, with Mr. Bennett's handwritten responses, was emailed back to Mr. Blood by Mr. Bennett on December 16, 2011. Id. ¶ 19; Exhibit P2. Category Number 11 of the Diligence List, titled "Physical Facilities, " requested, inter alia, information about "[a]ll outstanding leases, subleases, rental agreements and the like for real property . . .." Exhibit P2 at SEC20110. The copy of the Diligence List returned to Mr. Blood on December 16, 2011 provided no information about that item. Id. Additionally, on December 28, 2011, Mr. Bennett sent Mr. Blood a follow-up email regarding the Diligence List. Statement of Undisputed Facts ¶ 20; Exhibit P004. In that email, Mr. Bennett falsely stated that TDG's corporate office in Dallas was TDG's "only leased property, " and failed to disclose the TDG Central Avenue Office in Albuquerque. Exhibit P004.

         Mr. Blood testified that when performing its due diligence, SecTek created an online data-room, accessible by all the parties and their counsel to the SPA transaction, wherein Mr. Bennett and others at TDG posted documents and information responsive to the Diligence List. Mr. Blood stated that the thirteen folders in the online data-room corresponded with the thirteen categories in the Diligence List, and Mr. Bennett testified that he and other TDG employees uploaded documents and information into those folders. With respect to Category 11.c, which addressed, as previously mentioned, leases, subleases, and rental agreements, Mr. Bennett created a single page document and submitted it to the data-room. Exhibit P3 at SEC00000077. That document states "See 1 la, " referring to another page of that document which addressed Category 11.a on the Diligence List. Id. Referring to TDG's Dallas office, the page for Category 1 l.a says "Corporate office is leased" but does not mention the Central Avenue Office in Albuquerque. Exhibit P3 at SEC000075.

         Mr. Blood testified that in November 2011, before closing under the SPA, he attended meetings in Dallas with TDG staff, which included: Ms. Diamond, Mr. Bennett, Mr. King, and Ms. Medina. Mr. Blood stated that he questioned Mr. King about TDG's operations, including its operations in New Mexico. Mr. Blood said he specifically asked Mr. King whether TDG had any offices in addition to the Dallas corporate office. Mr. King falsely stated that TDG did not have any other offices, as he failed to disclose the existence of the Central Avenue Office. The evidence shows that Mr. King falsely stated that Mr. Chavez operated a virtual office in New Mexico, equipped with a suitcase, laptop, and mobile phone, when in reality, a physical office in Albuquerque existed.

         Mr. Blood testified that he also asked Mr. Bennett about TDG's finances and accounting. Mr. Blood stated that he reviewed TDG's financial information, and noticed that the rate at which TDG paid GRT was lower than he expected. This observation, Mr. Blood noted, was based on his work experience in the 1980s as Vice President and Controller of DynCorp International ("DynCorp"). At the time Mr. Blood worked there, DynCorp had physical offices in Las Cruces and Albuquerque and, thus, was subject to GRT at an in-state rate. When Mr. Blood asked Mr. Bennett why TDG's GRT appeared to be low, Mr. Bennett falsely stated that TDG had no offices in New Mexico and thus paid the lower, out-of-state rate. Michael Smigocki ("Mr. Smigocki"), SecTek's financial advisor, testified that Mr. Bennett told him that TDG had no offices in New Mexico. At no point during due diligence or prior to the Closing Date did Mr. Bennett, Ms. Diamond, or any agent of Ms. ...

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