Reiter Consulting Services, Inc. v. Hildenbrand

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA

REITER CONSULTING SERVICES,

INC.,

Plaintiff,

Vv. Case No. 1:23-cv-2805-RCL

SANDRA HILDENBRAND, in her capacity

as personal representative of the Estate of

Jack Dallas Hildenbrand, and POTOMAC

SOLUTIONS LLC,

Defendants.

MEMORANDUM OPINION

Before the Court are two motions: Plaintiff Reiter Consulting Services’ Motion for Leave

to Amend and Defendant Sandra Hildenbrand’s Motion for Summary Judgment, brought in her

putative capacity as personal representative of her deceased husband, Jack Dallas Hildenbrand.

Ultimately, the disposition of both motions turns on the lack of diligence of the plaintiff. Namely,

the plaintiffs motion for leave to amend and the plaintiff's opposition to summary judgment were

filed well past clearly set deadlines, the plaintiff has made no serious effort to justify those delays,

and their arguments would be unavailing on their merits. Because of these missteps, the plaintiff s

motion for leave to amend will be DENIED and Sandra Hildenbrand’s motion for summary

judgment will be GRANTED.

I. BACKGROUND

a. Key Facts

Plaintiff Reiter Consulting Services (“RCS”) is a Maryland-based federal government

subcontractor that provides information technology services. Compl. 48, 15. RCS performed

first-tier subcontracting services to the U.S. Postal Inspection Service through ECS Federal, a

prime contractor. Jd. § 7-8, 15. RCS’s subcontract with ECS F ederal was a “time and materials-

type subcontract,” meaning that Reiter was compensated by the hour and cost of materials. Id. q 9.

Defendant Sandra Hildenbrand (“Ms. Hildenbrand”) is the widow of Jack Dallas

Hildenbrand (“Mr. Hildenbrand”) and the personal representative of his estate. Id. 43. Mr.

Hildenbrand and RCS President Bruce Reiter became friends around 1999. Id. 410. From March

2008 through September 2009, they were partners in a government IT-services contractor business.

Id. 411.

In October 2014, RCS retained Mr. Hildenbrand and his company, Defendant Potomac

Solutions, as second-tier subcontractors to provide services to the Postal Inspection Services under

the aegis of the ECS Federal prime contract. Jd. 913. Mr. Hildenbrand’s role in supporting the

prime contract was providing senior systems engineering and solution architecture services. Id.

] 15. RCS agreed to pay Mr. Hildenbrand and Potomac Solutions $98 per hour of work. Jd. q 18.

Between 2014 and 2016, Mr. Hildenbrand’s timesheets represented that he worked

approximately twelve hours a month, including approximately three hours on weekends. Id. q 21.

In 2016, the scope of the work required under the contract increased due to government need, and

Mr. Hildenbrand accordingly began reporting that he was working forty hours per week under the

contract. Jd. §]22-23. During calendar year 2020, for example, Mr. Hildenbrand submitted

timesheets representing that he was working full-time, meaning forty hours per week, for RCS and

ECS Federal. Id. § 25.

At the same time, however, Mr. Hildenbrand was also working for a separate prime

contractor, Perspecta Enterprise Solutions (“Perspecta”) on its contract with the Postal Inspection

Service. Id. | 26. Mr. Hildenbrand worked approximately 37.5 hours per week for Perspecta. Id.

RCS does not allege that it was unaware of this work, but they allege that they believed Mr.

Hildenbrand was working on its second-tier contract “mostly in the evenings, at night, and on

weekends” and often worked odd hours on the RCS contract because he was “on call.” Id. 9] 27.

In December 2020, RCS “was informed,” though the Complaint does not identify by whom, that

Mr. Hildenbrand “could no longer work on two contracts at once,” and RCS consequently removed

Mr. Hildenbrand “from working on the ECS Federal contract.” Jd. 428. In early 2021, the

Inspector General of the Postal Service began investigating Mr. Hildenbrand’s work on the two

contracts. Id. | 29.

Mr. Hildenbrand died on October 4, 2021, before the USPS investigation concluded. Id.

430. The investigation ultimately revealed that Mr. Hildenbrand had regularly overstated the

number of hours he worked to RCS, ECF Federal, and USPS. Jd. 931. He had falsely billed USPS

for an average of approximately 16 hours of work per day for June 2016 through December 2020.

Id. 32. RCS learned of the investigation’s findings from ECS Federal in December 2022. Id.

439. USPS had required ECS Federal to reimburse the government for $913,145 in overbilling,

and pursuant to RCS’s subcontract, RCS reimbursed ECS Federal for the same. Id. Ff 40-41. On

January 31, 2023, RCS presented a formal written demand for payment to Ms. Hildenbrand, the

personal representative of Mr. Hildenbrand’s estate. Id. { 43.

b. Procedural History

After the written demand failed to secure payment, see id. 45, RCS brought this case in

September 2023. The Complaint names Sandra Hildenbrand, as personal representative of the

estate of Jack Dallas Hildenbrand, and Potomac Solutions, LLC, as defendants, and alleges three

counts seeking recovery: fraud (Count I), contribution (Count IJ), and indemnification (Count III).

Id. 9§ 46-73.

Ms. Hildenbrand, but not Potomac Solutions, filed an answer. See Answer, ECF No. 13.

The parties then agreed upon a schedule, which the Court ordered, as follows: initial disclosures

would be due February 1, 2024; any amendment or joinder would be due March 1, 2024; fact

discovery would close November 1, 2024; and dispositive motions would be due December 2,

2024. See Scheduling Order at 1, ECF No. 19.

Because Potomac Solutions, LLC had not appeared or answered within the allotted time,

RCS requested that the Clerk of Court enter Potomac Solutions’ default. See ECF Nos. 15. After

the Clerk did so, on February 12, 2024, RCS moved for default judgment. See ECF No. 24. Ms.

Hildenbrand then filed a response, explaining that the Court should defer entry of default judgment

because (1) RCS’s evidence indicated that Potomac Solutions, LLC was incorporated in October

29, 2021, and therefore came into existence only after the events alleged against the company had

occurred; (2) Potomac Solutions, LLC’s liability, if any, would be coextensive with Mr.

Hildenbrand’s liability, so such liability should be determined on the merits of RCS’s claims

against the estate; and (3) RCS had failed to produce (i) its contract with Potomac Solutions, (i1)

verification of the claimed damages, or (iii) evidence of the fraudulent timesheets. ECF No. 28 at

4-6. Because the Court harbored “reservations about whether Potomac Solutions, LLC is the

correct defendant,” among other concerns, it denied the motion for default judgment without

prejudice on April 2, 2024. See Order of April 2, 2024, at 1, ECF No. 35.

The Court heard little from the parties during the period scheduled for fact discovery.

Instead, on the day fact discovery was scheduled to close, the plaintiff moved to extend discovery

for an additional ninety days. See ECF No. 37. Then, on November 8, 2024, more than eight

months after the deadline for amendments, the plaintiff requested leave to file an amended

complaint, seeking to join as defendants an additional corporate entity—Potomac Solutions, Inc.—

and Ms. Hildenbrand in her individual capacity. See ECF No. 38. On November 12, 2024, Ms.

Hildenbrand moved for summary judgment on the ground that she lacked capacity to be sued as

the personal representative of her husband’s estate because RCS had failed to provide evidence

that she was, in fact, the personal representative of the estate. See ECF No. 41.

Il. LEGAL STANDARDS

a. Leave to Amend

The parties quarrel over the proper standard of review when a plaintiff seeks to amend their

complaint after the scheduled deadline for amendments has passed, a subject on which this Court

has opined previously. See Lurie v. Mid-Atl. Permanente Med. Grp., 589 F. Supp. 2d 21, 22-23

(D.D.C. 2008). The plaintiffs contend that their motion is governed by Rule 15, while the

defendants say that because the agreed-upon deadline for joinder and amendments has passed,

Rule 16(a)’s “good cause” standard applies.

When a plaintiff moves to amend their complaint before trial, the motion is governed by

Rule 15(a). A plaintiff is free to amend the complaint “once as a matter of course” within 21 days

of service of the complaint, or within 21 days of service of an answer or a motion to dismiss, to

strike, or for a more definite statement. Fed. R. Civ. P. 15(a)(1). “In all other cases, a party may

amend its pleading only with the opposing party’s written consent or the court’s leave.” Id.

15(a)(2).

But when the plaintiff moves for leave to amend “after a scheduling order deadline has

passed, . . . the good cause standard of Rule 16 applies.” Lurie, 589 F. Supp. 2d at 23; see Fed. R.

Civ. P. 16(b)(4) (providing that a scheduling order “may be modified only for good cause and with

the judge’s consent”). “To hold otherwise would allow Rule 16’s standards to be ‘short circuited’

by those of Rule 15 and would allow for parties to disregard scheduling orders,” without cause,

“which would ‘undermine the court’s ability to control its docket, disrupt the agreed-upon course

of the litigation, and reward the indolent and the cavalier.’” Lurie, 589 F. Supp. 2d at 23 (quoting

Leary v. Daeschner, 349 F.3d 888, 906 (6th Cir. 2003)). As this Court has previously explained,

“litigants cannot be permitted to treat a scheduling order as a frivolous piece of paper idly entered,

which can be cavalierly disregarded without peril.” Jd. (quoting O’Connell v. Hyatt Hotels of P.R.,

357 F.3d 152, 155 (1st Cir. 2004)).

In this case, the parties agreed—and consistent with that agreement, the Court ordered—

that amendments and joinder in this case would be due no later than March 1, 2024. See

Scheduling Order at 1., ECF No. 19. Thus, the Court must analyze the plaintiff's motion under

the good-cause standard. That standard focuses on “the reasons the plaintiff has given for his delay

instead of the substance of the proposed amendment.” Lurie, 589 F. Supp. 2d at 23. Only if the

plaintiff can show good cause must the court consider whether leave to amend should be granted

under Rule 15(a)(2).

b. Summary Judgment

A party may obtain summary judgment, including partial summary judgment, if “there is

no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of

law.” Fed. R. Civ. P. 56(a). When a motion does not implicate any disputed material facts, the

availability of summary judgment becomes a “pure question of law.” Dialysis Clinic, Inc. v.

Leavitt, 518 F. Supp. 2d 197, 201 (D.D.C. 2007)).

II. ANALYSIS

a. The Motion for Leave to Amend is not supported by good cause.

The plaintiff seeks to amend the complaint to effectuate the addition of two new parties:

Potomac Solutions, Inc. (as opposed to Potomac Solutions, LLC) and Ms. Hildenbrand in her

personal capacity (as opposed to her putative capacity as representative of her late husband’s

estate). The plaintiff seeks leave to file these amendments more than eight months after the

deadline for amendments or joinder, and it never sought an extension of that deadline, even nunc

pro tunc, prior to seeking leave to amend. As explained above, the Court therefore must train its

focus on “the reasons the plaintiff has given for his delay” in adding each of the would-be

defendants. Lurie, 589 F. Supp. 2d at 23.

The amendment to join Potomac Solutions Inc. is not supported by good cause. It is

apparent from the fruits of RCS’s own discovery that, without obtaining discovery from the

defendants, RCS possessed documents indicating that that Potomac Solutions, Inc. was implicated

in this case. Specifically, in discovery, the plaintiff produced the Form 1099-MISC forms provided

by RCS to Mr. Hildenbrand between the years 2016 and 2020. See Opp’n Mot. Leave Amend at

19, ECF No. 43; Ex. A to Sur-Reply to Mot. for Default J., ECF No. 34-1 at 4-8. Each income

tax filing names Potomac Solutions, Inc. as the recipient of payments from RCS totaling more than

$900,000. See id. Instead of naming Potomac Solutions, Inc., RCS named a different entity,

Potomac Solutions, LLC, and public corporate filings of the latter reveal that it had yet to be formed

at the time of the alleged fraud. Indeed, the plaintiff concedes in its motion that “some... records

indicated that Jack Dallas Hildenbrand operated a business known as Potomac Solutions, Inc.”

ECF No. 38-1 415. It thus appears that RCS simply declined to name Potomac Solutions, Inc. as

a defendant until it became clear that Potomac Solutions, LLC should not have been named. Lurie,

589 F. Supp. 2d at 23. Critically, RCS proceeded to neither abide nor extend the agreed-upon

deadline for amendments when its mistake was revealed. That is the opposite of good cause.

RCS also offers a series of explanations for why it had good reason to think Ms.

Hildenbrand should be sued a representative, rather than personal, capacity.

“Prior to filing the Complaint, Plaintiffs counsel contacted the probate clerk in McDowell

County, North Carolina . . . to determine whether an estate had been opened for [Mr. Hildenbrand]

and, if so, the identity of the personal representative.” ECF No. 38-1 410. “[T]Jhe clerk indicated

that there was an ‘Estate of Jack Dallas Hildenbrand’ and Ms. Hildenbrand was representing the

estate.” Id. §11. “The clerk also directed Plaintiff's counsel to an online portal to obtain

documents related to the ‘Estate of Jack Dallas Hildenbrand.’” Jd. “The portal included documents

that showed there was an ‘Estate of Jack Dallas Hildenbrand’ and that Ms. Hildenbrand was an

‘applicant’ with regard to the estate.” Jd. The plaintiff also represents that “(between January

2023 and May 2023, Plaintiff's counsel also engaged in various discussions with Ms.

Hildenbrand’s prior counsel, wherein Ms. Hildenbrand’s prior counsel gave the impression,

perhaps unintentionally, that Ms. Hildenbrand was the Personal Representative of the Estate of

Jack Dallas Hildenbrand.” Jd. § 12.

The factual holes in RCS’s theory of liability should have been plain prior to the filing of

the Complaint. Conspicuously, the plaintiff does not assert that either the probate clerk or Ms.

Hildenbrand’s prior counsel specifically stated that she was the personal representative of an estate

of Jack Hildenbrand. Even so, Ms. Hildenbrand specifically—and as explained below, properly—

put the plaintiff on notice that she was an improper defendant on December 6, 2023, by pleading

that she “lack[ed] capacity to be sued as the personal representative of the alleged estate.” Answer

at 13, ECF No. 13. The defendants then agreed to an amendment deadline of March 1, 2024. The

Court hesitates to find good cause in RCS’s haste and inattentiveness to the necessary progression

of the litigation.

In any event, even if the Court were to find good cause, it would nevertheless deny the

amendment as to Ms. Hildenbrand as futile on the ground that the Court lacks personal jurisdiction

over her. A district court “may properly deny a motion to amend if the amended pleading would

not survive a motion to dismiss,” rendering the amendment futile. Street v. D.C., 962 F. Supp. 2d

117, 120 (D.D.C. 2013) (quoting In re Interbank Funding Corp. Securities Litig., 629 F.3d 213,

218 (D.C. Cir. 2010)). In the face of a futility challenge predicated on lack of personal jurisdiction,

“the plaintiff has the burden of establishing a factual basis for the exercise of personal jurisdiction

over the defendant.” Crane v. N.Y. Zoological Soc’y, 894 F.2d 454, 456 (D.C. Cir. 1990). The

exercise of personal jurisdiction over a nonresident defendant requires the plaintiff to show the

defendant has taken “some act by which [it] [has] purposefully avail[ed] itself of the privilege of

conducting activities within the forum.” Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., 592 US.

351, 359 (2021) (quoting Hanson v. Denckla, 357 U.S. 235, 253 (1958). “The contacts must be

the defendant's own choice and not ‘random, isolated, or fortuitous.’” Jd. (quoting Keeton v.

Hustler Magazine, 465 U.S. 770, 774 (1984)). And the contacts must relate to the present lawsuit.

See id. (“The plaintiffs claims . . . ‘must arise out of or relate to the defendant’s contacts with the

forum.’” (quoting Bristol-Myers Squibb Co. v. Super. Ct. of Cal., 582 U.S. 255, 262 (2017))).

No party contends that Ms. Hildenbrand has jurisdictional contacts with the District of

Columbia. Instead, the plaintiffs proposed amendment would assert that Sandra Hildenbrand was

part of an “implied general partnership” with her deceased husband involving the operations of his

consulting business, ECF No. 38- 1, at 734, and that the partnership had case-related jurisdictional

contacts with the District of Columbia through its work with the Postal Service, see ECF No. 44

at 18-19. The Court doubts that the alleged facts would support finding an implied partnership

under Virginia law. But assuming the alleged partnership existed as a matter of law, the

jurisdictional contacts of a partnership cannot be imputed to individual partners. Although the

D.C. Circuit has never weighed in on the question, other sessions of this Court have observed that

although “jurisdiction over the partnership follows from the partner’s contacts,” the reverse may

not be so: “personal jurisdiction over the members of a partnership must be based on the individual

actions of each partner.” Geier v. Conway, Homer & Chin-Caplan, P.C., 983 F. Supp. 2d 22, 33-—

34 (D.D.C. 2013) (first citing Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 290

F.3d 42 (1st Cir. 2002), and then citing Lans v. Adduci Mastriani & Schaumberg L.L.P., 786

F, Supp. 2d 240, 267 n.16 (D.D.C. 2011)). So, the absence of alleged contacts between Ms.

Hildenbrand and the District of Columbia precludes the exercise of personal jurisdiction over her

irrespective of whether an actual or implied partnership relationship existed. Consequently, even

if the Court could discern any good cause for RCS’s disregard of the Court’s scheduling order in

the belated filing of the amendment, the amendment would be futile.

b. Motion for Summary Judgment

Ms. Hildenbrand, in her putative capacity as the administratrix of the Estate of Jack Dallas

Hildenbrand, also moves for summary judgment on the sole, and briefly stated, ground that she “is

not and has never been the Personal Representative” of such estate. ECF No. 41 at 2. As noted

above, RCS does not dispute this fact but, instead, contends that Hildenbrand is not entitled to

judgment as a matter of law. Specifically, RCS contends that Hildenbrand did not properly raise

her affirmative defense when she answered the Complaint, as required by Federal Rule of Civil

Procedure 9(a). ECF No. 45 at 2-3.

At the outset, the Court cannot overlook the fact that RCS’s opposition, which was filed

more than a week after the deadline set by this Court’s local rules. Because Ms. Hildenbrand’s

motion was filed on November 12, 2024, RCS’s opposition was due November 26, 2024. See

D.C. LCvR 7(b) (“Within 14 days of the date of service . . . an opposing party shall serve and file

a memorandum of points and authorities in opposition to the motion.”). RCS, however, only filed

its opposition on December 2, 2024, without so much as an acknowledgement of its tardiness, let

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alone an explanation. Under the rules of this Court, RCS’s failure to respond “within the

prescribed time” permits the Court to treat Ms. Hildenbrand’s “motion as conceded.” Jd. And

given that RCS’s summary judgment opposition reflects a repeated disregard for this Court’s

deadlines, the Court is disinclined to overlook the delay.

The delay ultimately matters little, because the substance of RCS’s opposition is also

without merit. Rule 9 governs the pleading of special matters, including certain affirmative

defenses. As relevant here, Rule 9(a) provides that when a defendant seeks to raise a lack of

“capacity to. . . be sued” or “authority to . . . be sued in a representative capacity,” the party “must

do so by a specific denial, which must state any supporting facts that are peculiarly within the

party’s knowledge.” Fed. R. Civ. P. 9(a). “The requirement of a specific denial,” however, “Is

not especially onerous,” and “[aJbsent special knowledge on the part of the pleader, a specific

denial unaccompanied by supporting facts should suffice.” 5A Arthur R. Miller, Charles A.

Wright & A. Benjamin Spencer, Federal Practice & Procedure § 1294 (4th ed. 2025).

There is no question that Ms. Hildenbrand specifically pled that she “lacks capacity to be

sued as the personal representative of the alleged estate.” Answer at 13 7, ECF No. 8. The

question therefore is whether Rule 9(a) required more. RCS contends that when filing her answer,

Ms. Hildenbrand withheld the fact, later disclosed in an affidavit during discovery, that she “never

attempted to qualify as personal representative of [her husband’s] estate because to the best of

[her] knowledge, [he] possessed only a small estate, for which probate was unnecessary.” ECF

No. 45 at 3 (quoting ECF No. 45-1 95). Yet the reasons why she did not attempt to probate the

estate are orthogonal to the undisputed fact that she was not, and is not, the personal representative

of the estate. To the extent that RCS suggests that Ms. Hildenbrand withheld the fact that no estate

existed, that fact was not “peculiarly within [her] knowledge.” See Shatsky v. Palestine Liberation

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Org., No. 02-cv-2280-RJL, 2017 WL 2666111, at *11 (D.D.C. June 20, 2017) vacated and

remanded on other grounds 955 F.3d 1016 (D.C. Cir. 2020). Rather, that information was

available as a matter of public record. In any event, the only legal authority the plaintiff cites is

the ruling of another session of this Court in Council of Co-Owners of Calvert Park Condo. y.

Howell, No. 24-cv-00594-RC, 2024 WL 3566124 (D.D.C. July 29, 2024). That case is entirely

inapposite because, unlike here, the defendant had never “raise[d] the .. . lack of capacity to sue

in an answer or a motion to dismiss” at all, so the argument was deemed forfeited. Id. at *5.

IV. CONCLUSION

Based on the foregoing, the Court will DENY the plaintiff's Motion for Leave to Amend

and GRANT Sandra Hildenbrand’s Motion for Summary Judgment. A separate order consistent

with this opinion will issue.

Date: 4-2 zy Sone <: Fad tx

Royce C. Lamberth

United State District Judge

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