JS 44 (Rev. 11/15) CIVIL COVER SHEET
The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the purpose of initiating the civil docket sheet. (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)
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 under the agreement.
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
Anticipated Counsel: Leonard Trager Identified based on pre-litigation correspondence.
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 LLC is a Virginia limited liability company whose members are citizens of Virginia. Defendant Hargrove-Dalton Defense Systems, Inc. is a Delaware corporation with its principal place of business in Maryland. Complete diversity exists, and the amount in controversy exceeds $75,000 because defendant has demanded $14,726,583 in indemnification, which plaintiff seeks a declaration it is not obligated to pay.
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.
Hargrove-Dalton Defense Systems, Inc. is a corporation incorporated under the laws of the State of Delaware, with its principal place of business located at 1100 Garrison Boulevard, Suite 2200, Bethesda, Maryland 20817. Defendant is therefore a citizen of Delaware and Maryland.
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 standard damages claim for breach of contract; rather, plaintiff seeks a judicial declaration of non-liability with respect to an asserted indemnification demand arising from a defense subcontracting relationship.
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.S. Department of Defense, Defense Contract Management Agency, in a Contracting Officer's Preliminary Determination dated August 1, 2022, under Prime Contract No. FA8620-19-C-0337.
This description reflects the actual controversy pleaded in the complaint: whether the indemnification provision of the Teaming Agreement shifts responsibility to plaintiff for the amount asserted by defendant in connection with the Defense Contract Management Agency's findings and the resulting demand.
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 issues centered on contract interpretation and the existence or non-existence of contractual indemnification obligations.
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 Use Only
JS 44 Reverse — Instructions for Attorneys
The following instructions correspond to the standard reverse-side guidance for completion of Form JS 44, adapted here to reflect the information provided on the civil cover sheet and the filing requirements applicable at the commencement of a civil action.
Purpose of the Civil Cover Sheet
The civil cover sheet is submitted at the time a complaint or other initial pleading is filed for the use of the Clerk of Court in initiating the civil docket sheet. It assists in the administrative processing, classification, and assignment of civil actions. The form itself does not replace any pleading, motion, summons, civil case statement, or other filing required by statute, rule, or local practice.
In the Southern District of New York, local filing procedures require that a properly completed civil cover sheet accompany the initial pleading when a new civil action is commenced.
General Instructions.
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 headquarters at 4200 Commerce Park Drive, Suite 600, Chantilly, Virginia 20151.
For Hargrove-Dalton Defense Systems, Inc., the county of residence is reflected as Montgomery County, Maryland, based on its headquarters at 1100 Garrison Boulevard, Suite 2200, Bethesda, Maryland 20817.
In Section I(b), state the county where the action arose. Here, New York County, New York is identified because the parties' Teaming Agreement contains a forum-selection clause designating the United States District Court for the Southern District of New York as the forum for covered disputes.
In Section I(c), list the names, firm affiliations, mailing addresses, and telephone numbers of counsel. If opposing counsel has not yet appeared, counsel may be identified if known from pre-suit communications.
Section II — Basis of Jurisdiction
Check only one basis of jurisdiction:
1. U.S. Government Plaintiff
2. U.S. Government Defendant
3. Federal Question
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 declaratory relief under 28 U.S.C. §§ 2201–2202, the Declaratory Judgment Act does not independently create federal jurisdiction. The actual basis for federal jurisdiction is complete diversity between Whitmore Aerospace LLC and Hargrove-Dalton Defense Systems, Inc., together with an amount in controversy of $14,726,583.
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 the citizenship of each member.
Accordingly:
• Whitmore Aerospace LLC is treated as a citizen of Virginia because each of its members, Marcus J. Whitmore and Elaine Whitmore, is a Virginia citizen.
• Hargrove-Dalton Defense Systems, Inc. is incorporated in Delaware and has its principal place of business in Maryland.
Because no party is a foreign citizen or foreign state, the foreign-citizenship boxes remain unchecked.
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 and seeks a declaration of rights and obligations under a Teaming Agreement. The fact that declaratory relief is requested does not alter the underlying substantive classification as a contract matter.
Attorneys should consult the complete list of nature-of-suit codes when uncertain. The selected code should reflect the core legal issue rather than a secondary remedy or procedural mechanism.
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 circumstances applies here.
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 obligation, and the amount or event giving rise to the controversy where appropriate.
A sufficient statement here identifies the dispute over whether Whitmore Aerospace LLC must indemnify Hargrove-Dalton Defense Systems, Inc. under Section 11.4 of the Teaming Agreement dated June 12, 2019, in connection with the $14,726,583 identified in the Defense Contract Management Agency's August 1, 2022 Contracting Officer's Preliminary Determination under Prime Contract No. FA8620-19-C-0337.
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, the appropriate amount is $14,726,583.
Indicate whether a jury trial is demanded in the complaint. If no jury demand appears in the pleading, the jury-demand box should remain unchecked.
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 form uses numerical categories to classify civil actions. Common examples include contract, tort, prisoner petitions, civil rights, labor, intellectual property, tax, social security, and other statutory proceedings. Counsel should select the code most directly aligned with the principal claim for relief.
For contract disputes not otherwise specifically classified, code 190, "Other Contract," is commonly used. That designation is appropriate for a declaratory judgment action focused on contractual indemnification obligations.
Diversity Jurisdiction Reminder
When diversity is the basis of jurisdiction, counsel should verify before filing that:
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 opens a civil action. Counsel should also ensure compliance with all accompanying filing requirements, including payment of the filing fee, filing of a summons, and submission of any district-specific forms required for case assignment or related-case designation.
Final Note. The civil cover sheet is an administrative filing aid only. It should be completed accurately and consistently, but it does not modify the allegations of the complaint, create jurisdiction where none exists, or substitute for compliance with the Federal Rules of Civil Procedure, applicable statutes, or the Local Civil Rules of the Southern District of New York.
| PLAINTIFFS | DEFENDANTS | |
| Whitmore Aerospace LLC | Hargrove-Dalton Defense Systems, Inc. | |
| County of Residence of First Listed Plaintiff: Fairfax County, Virginia | County of Residence of First Listed Defendant: Montgomery County, Maryland | |
| 4200 Commerce Park Drive, Suite 600, Chantilly, VA 20151 | 1100 Garrison Boulevard, Suite 2200, Bethesda, MD 20817 | |
| Box | Basis | Selection |
| 1 | U.S. Government Plaintiff | |
| 2 | U.S. Government Defendant | |
| 3 | Federal Question (U.S. Government Not a Party) | |
| 4 | Diversity (Indicate Citizenship of Parties in Item III) | |
| PLAINTIFF | DEFENDANT |
Citizen of This State
Citizen of Another State
Citizen or Subject of a Foreign Country
| Incorporated in This State | Not applicable | |
| Incorporated and Principal Place of Business in Another State | Not applicable | |
| Foreign Nation | Not applicable | |
| Code | Description | Selection |
| 190 | Other Contract | |
| Box | Origin | Selection |
| 1 | Original Proceeding | |
| 2 | Removed from State Court | |
| 3 | Remanded from Appellate Court | |
| 4 | Reinstated or Reopened | |
| 5 | Transferred from Another District | |
| 6 | Multidistrict Litigation | |
| 7 | Appeal to District Judge from Magistrate Judgment | |
| 8 | Multidistrict Litigation — Direct File | |
| Request | Selection / Amount |
Class Action under Rule 23, F.R.Civ.P.
Demand
Jury Demand
| Judge | Docket Number |
| None | None |
| Field | Entry |
| Case Number | 1:22-cv-10147-RMB |
| Assigned Judge | Hon. Richard M. Brannigan, U.S. District Judge |
| Magistrate Judge | Hon. Allison P. Kurtz, U.S. Magistrate Judge |
| Date Filed / Date Stamp | November 28, 2022 |
| Filing Fee | Standard civil filing fee paid |