Contract analysis

I. (a) PLAINTIFFS / DEFENDANTS

I. (b) County of Residence of First Listed Plaintiff / County Where Action Arose County Where Action Arose: New York County, New York. This action is filed in the Southern District of New York pursuant to the forum-selection clause contained in Section 18.2 of the Teaming Agreement, which designates the United States District Court for the Southern District of New York as the agreed federal forum for disputes arising

I. (c) Attorneys (Firm Name, Address, and Telephone Number) Attorneys for Plaintiff Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, NY 10022 Telephone: (212) 555-4100 Attorney of Record: Priya Anand Additional Counsel of Record: Douglas Carmichael Attorneys for Defendant (if known) Voss, Trager & Kendall LLP 900 17th Street NW, Suite 800 Washington, D.C. 20006 Telephone: (202) 555-2870 Anticipate

II. BASIS OF JURISDICTION Place an "X" in One Box Only Jurisdiction is founded on diversity of citizenship under 28 U.S.C. § 1332. Although the complaint seeks relief under the Declaratory Judgment Act, 28 U.S.C. §§ 2201–2202, that statute does not itself furnish an independent basis for subject-matter jurisdiction. The underlying dispute is a contract-based indemnification controversy. Plaintiff Whitmore Aerospace L

III. CITIZENSHIP OF PRINCIPAL PARTIES For Diversity Cases Only Citizenship Details. Whitmore Aerospace LLC is not a corporation; accordingly, its citizenship is determined by the citizenship of each of its members. Whitmore Aerospace LLC's members are Marcus J. Whitmore and Elaine Whitmore, both citizens of the Commonwealth of Virginia. Plaintiff is therefore treated as a citizen of Virginia for diversity purposes. H

IV. NATURE OF SUIT Place an "X" in One Box Only Contract. Subcategory notation: Declaratory Judgment — Contract. This nature-of-suit designation is selected because the action seeks a declaration concerning the parties' contractual rights and obligations under Section 11.4 of the Teaming Agreement dated June 12, 2019, between Whitmore Aerospace LLC and Hargrove-Dalton Defense Systems, Inc. The case does not present a

V. ORIGIN Place an "X" in One Box Only This matter is commenced as an original civil action in the United States District Court for the Southern District of New York.

VI. CAUSE OF ACTION U.S. Civil Statute under which filing is made: 28 U.S.C. §§ 2201–2202 (Declaratory Judgment Act) Brief description of cause: Action for declaratory judgment that plaintiff Whitmore Aerospace LLC is not obligated to indemnify defendant Hargrove-Dalton Defense Systems, Inc. under Section 11.4 of the parties' Teaming Agreement dated June 12, 2019, for $14,726,583 in cost overruns identified by the U.

VII. REQUESTED IN COMPLAINT This action is not brought as a class action. The demand amount stated above reflects the amount in controversy, namely the $14,726,583 indemnification demand asserted by Hargrove-Dalton Defense Systems, Inc., which Whitmore Aerospace LLC seeks a declaration it is not required to satisfy. No jury demand is made in the complaint. The verified complaint seeks declaratory relief and presents

VIII. RELATED CASE(S) IF ANY No related civil cases are presently known to be pending in the Southern District of New York. Signature of Attorney of Record Date: November 28, 2022 /s/ Priya Anand Priya Anand Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, NY 10022 Telephone: (212) 555-4100 Attorney for Plaintiff Whitmore Aerospace LLC S.D.N.Y. Bar No. PA-4471 Case Assignment Information Clerk's U

1. The attorney of record, or a pro se litigant if no attorney appears, should complete all applicable portions of the form.

2. The information supplied should be consistent with the allegations of the complaint and the jurisdictional basis actually asserted.

3. Only one box should be checked in Sections II, IV, and V unless the form expressly permits more than one selection.

4. In diversity cases, Section III must be completed with care because subject-matter jurisdiction under 28 U.S.C. § 1332 depends on complete diversity and satisfaction of the amount-in-controversy requirement.

5. The form is intended for clerical and administrative use; in the event of any inconsistency, the complaint and operative pleadings govern.

Section I — Parties Enter the full name of the first-listed plaintiff and first-listed defendant. For each, provide the county of residence. If a party is not a natural person, identify the county associated with its principal place of business or headquarters as commonly reported for filing purposes. For Whitmore Aerospace LLC, the county of residence is reflected as Fairfax County, Virginia, based on its headquarte

Section II — Basis of Jurisdiction Check only one basis of jurisdiction:

4. Diversity Where the plaintiff relies on diversity jurisdiction, Section III must also be completed. Diversity jurisdiction is governed by 28 U.S.C. § 1332 and generally requires complete diversity of citizenship between plaintiffs and defendants, together with an amount in controversy exceeding $75,000, exclusive of interest and costs. In this matter, diversity is the proper selection. Although the complaint seeks

Section III — Citizenship of Principal Parties This section is completed only in diversity cases. For natural persons, citizenship generally means domicile, not mere residence. For corporations, citizenship includes both the state of incorporation and the state where the corporation has its principal place of business. For limited liability companies and other unincorporated associations, citizenship is determined by

Section IV — Nature of Suit Select the single nature-of-suit code that best describes the principal subject matter of the action. Nature-of-suit codes are used by the Clerk's Office and the Administrative Office of the United States Courts for reporting and case management purposes. For this action, code 190, "Other Contract," is the appropriate selection. The lawsuit centers on a contractual indemnification dispute

Section V — Origin Check the box that best describes how the action came before the court. "Original Proceeding" should be selected when the action is filed initially in federal district court. The remaining boxes apply in circumstances such as removal from state court, transfer from another district, reopening of a prior case, remand from an appellate court, or multidistrict litigation proceedings. None of those cir

Section VI — Cause of Action State the principal federal statute under which the action is filed and provide a brief, clear description of the cause of action. The statute entry should identify 28 U.S.C. §§ 2201–2202 because the complaint seeks declaratory relief under the Declaratory Judgment Act. The descriptive text should summarize the controversy in plain terms, including the operative contract, the disputed obl

Section VII — Requested in Complaint Indicate whether the action is brought as a class action under Rule 23 of the Federal Rules of Civil Procedure. If it is not, leave the class-action box unchecked. State the dollar amount demanded if one can be identified. In declaratory judgment cases, the amount entered may reflect the monetary value of the rights at issue or the amount the plaintiff seeks to avoid paying. Here,

Section VIII — Related Cases If there are related cases pending or previously pending in the same district, identify the judge and docket number. This assists the Clerk's Office in determining whether related-case rules or assignment procedures are implicated. In this matter, no related cases are known to be pending in the Southern District of New York, so "None" is entered. Nature-of-Suit Code Reference The JS 44 fo

1. No plaintiff shares citizenship with any defendant;

2. The citizenship of every member of an LLC or other unincorporated entity has been identified;

3. The amount in controversy exceeds the threshold set by 28 U.S.C. § 1332; and

4. The allegations in the complaint match the jurisdictional information stated in the civil cover sheet. Errors in identifying citizenship may result in a jurisdictional inquiry, an order to amend, or dismissal if subject-matter jurisdiction is lacking. Local Practice Note — Southern District of New York The Southern District of New York requires submission of the civil cover sheet with the initial pleading that ope