Contract analysis

Section 11.4 (Indemnification). Section 11.4 of the Teaming Agreement sets forth WAL's indemnification obligations. It provides, in relevant part: "Team Member shall indemnify, defend, and hold harmless Team Lead and its officers, directors, employees, agents, and representatives from and against any and all Losses arising out of or relating to (a) Team Member's negligent acts or omissions, willful misconduct, or mat

Section 11.5 (Limitation of Liability). The Teaming Agreement includes a liability cap providing that the aggregate liability of the Team Member under Section 11.4 shall not exceed 120% of the value of WP-4, which equals $88,992,000. (Teaming Agreement § 11.5; Anand Decl. Ex. B.)

Section 18.1 (Governing Law). The Teaming Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws principles. (Teaming Agreement § 18.1; Anand Decl. Ex. B.)

Section 18.2 (Forum Selection). The parties consented to the exclusive jurisdiction of the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, New York County, for any dispute arising under the Teaming Agreement. (Teaming Agreement § 18.2; Anand Decl. Ex. B.)

Section 18.3 (Dispute Resolution). Before commencing litigation, the parties agreed to a multi-step dispute resolution process consisting of: (i) senior executive negotiation for a period of not less than thirty (30) days; (ii) non-binding mediation administered by JAMS or another mutually agreed neutral; and (iii) if the dispute remains unresolved, litigation in the agreed forum. The Teaming Agreement does not inclu

I. LEGAL STANDARD FOR A STAY OF PROCEEDINGS It is well established that "the power to stay proceedings is incidental to the power inherent in every court to control the disposition of the causes on its docket with economy of time and effort for itself, for counsel, and for litigants." Landis v. North American Co., 299 U.S. 248, 254 (1936). The authority to grant a stay is vested in the sound discretion of the trial c

II. THE PRIMARY-JURISDICTION DOCTRINE COUNSELS DEFERRAL TO DCMA'S ADMINISTRATIVE REVIEW A. The Primary-Jurisdiction Doctrine. The primary-jurisdiction doctrine is a prudential doctrine that applies "whenever enforcement of a claim originally cognizable in the courts requires the resolution of issues which, under a regulatory scheme, have been placed within the special competence of an administrative body." Reiter v.

Section 11.4(b) of the Teaming Agreement provides that WAL's indemnification obligation arises with respect to "any claim by the U.S. Government that costs incurred under Team Member's Work Package are unallowable, unreasonable, or otherwise subject to disallowance under the Prime Contract," but only "to the extent such claim is caused by Team Member's acts or omissions." This language imposes two preconditions on WA

III. A STAY WILL PROMOTE JUDICIAL ECONOMY AND AVOID DUPLICATIVE PROCEEDINGS A. The Administrative Proceeding Will Likely Resolve or Narrow the Issues. The DCMA's COFD process involves a comprehensive review of contract performance, cost data, and the parties' respective contributions to the overruns on the ATAP program. The ACO's review encompasses detailed field audit work by DCMA and Defense Contract Audit Agency (

IV. THE CONTRACT DISPUTES ACT FRAMEWORK SUPPORTS A STAY The Contract Disputes Act ("CDA"), 41 U.S.C. §§ 7101–7109, establishes a comprehensive administrative framework for the resolution of disputes arising under or relating to government contracts. The CDA provides that "[a]ll claims by a contractor against the government relating to a contract shall be submitted to the contracting officer for a decision." 41 U.S.C.

V. NEITHER PARTY WILL BE PREJUDICED BY A STAY A. HDDS Does Not Oppose the Stay. Counsel for WAL has conferred with counsel for HDDS — Leonard Trager, Esq. and Megan Forsythe, Esq. of Voss, Trager & Kendall LLP — regarding the requested stay. HDDS has indicated that it does not oppose a stay of proceedings pending the conclusion of the DCMA administrative review and the issuance of the COFD. The parties have agreed in

VI. PROPOSED STAY CONDITIONS To ensure that the Court retains oversight of this matter during the pendency of the stay and that the case is promptly reactivated when the administrative review concludes, WAL proposes that the stay be subject to the following conditions:

1. Periodic Status Reports. The parties shall file joint status reports with the Court every one hundred twenty (120) days during the pendency of the stay. Each status report shall advise the Court of the current status of the DCMA administrative review, the anticipated timeline for the issuance of the COFD, and any material developments in the administrative proceeding that may affect the scope or duration of the st

2. Motion to Lift Stay. Either party may, upon a showing of good cause, move to lift the stay at any time. Good cause may include, without limitation, a material change in circumstances that renders the stay inappropriate, an unreasonable delay in the issuance of the COFD, or evidence that the administrative proceeding will not address the issues relevant to this litigation.

3. Automatic Termination. The stay shall automatically terminate upon the issuance of the COFD by ACO Lt. Col. Sandra M. Vickers (or her successor in office), or upon further order of this Court. Within thirty (30) days of the issuance of the COFD, the parties shall file a joint status report with the Court and a proposed schedule for the resumption of proceedings, including proposed deadlines for discovery, disposit