Agility Logistics Servs. Co. KSC v. Mattis
887 F.3d 1143
| Fed. Cir. | 2018Background
- In June 2004 the Coalition Provisional Authority (CPA) awarded a logistics contract to Agility to operate distribution centers in Iraq; the contract stated it was funded with Iraqi Development Fund (DFI) monies and that the U.S. Government would not be liable for performance after transfer of authority.
- Prior to the CPA’s dissolution the Iraqi Interim Government (IIG) delegated contract-administration authority over DFI-funded contracts to the CPA’s PMO (June 15, 2004); that authority later transferred to U.S. officials and the Project and Contracting Office (PCO).
- Several task orders (issued June 2004–2007) obligated U.S. funds; disputes arose over alleged government overpayments and unpaid fees, and contracting officer final decisions assessed and denied claims.
- Agility appealed to the Armed Services Board of Contract Appeals (Board); the Board dismissed for lack of jurisdiction under the Contract Disputes Act (CDA) and also declined charter jurisdiction.
- The Federal Circuit reviewed whether the contract or task orders were “made by an executive agency” under the CDA, whether task orders were discrete contracts made by an executive agency, and whether a novation occurred that made the U.S. a contracting party.
- The Federal Circuit affirmed the Board’s dismissal for lack of CDA jurisdiction and dismissed the appeal as to the Board’s separate charter-jurisdiction ruling for lack of appellate jurisdiction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Contract/Task Orders were “made by” an executive agency under the CDA | Agility: CPA-awarded contract became subject to U.S. agency involvement; task orders (some issued by PCO/JCC) effectively made by U.S. agencies | Government: CPA (not an executive agency) awarded the contract; IIG assumed responsibility and U.S. entities acted only as contract administrators/agents | Held: Contract and task orders were not made by an executive agency; CDA jurisdiction lacking |
| Whether the IIG ever assumed responsibility over the Contract (so the U.S. became party) | Agility: IIG never assumed responsibility; Task Order No. 3 amended contract to allow U.S. fund obligation, so U.S. became party | Government: IIG assumed responsibility on June 15, 2004 (before Task Order No. 3 issued June 19); U.S. acted as administrator under IIG delegation | Held: IIG assumed responsibility for DFI-funded contract; U.S. acted as agent/administrator, not contracting party |
| Whether each Task Order constituted a discrete contract made by an executive agency | Agility: Relying on Kingdomware, each task order is a discrete contract and issuance by PCO/JCC/CPA made them by executive agencies | Government: Even if discrete, issuance was as administrator for the IIG, not as a contracting party | Held: Task orders were not made by an executive agency because the U.S. issued them as administrator/agent |
| Whether a novation made the U.S. a contracting party | Agility: The government’s conduct and task orders constituted a novation replacing CPA/IIG obligations with U.S. obligations | Government: No mutual assent or agreement reflecting a novation; express contract language disclaims U.S. liability after transfer | Held: No novation occurred; no assent showing U.S. became a party |
Key Cases Cited
- Arnold M. Diamond, Inc. v. Dalton, 25 F.3d 1006 (Fed. Cir. 1994) (standard of review for jurisdictional questions)
- Interstate Gen. Gov’t Contractors, Inc. v. Stone, 980 F.2d 1433 (Fed. Cir. 1992) (deference to Board’s contract interpretations)
- Estes Express Lines v. United States, 739 F.3d 689 (Fed. Cir. 2014) (existence of contract is mixed question of law and fact)
- Kingdomware Technologies, Inc. v. United States, 136 S. Ct. 1969 (U.S. 2016) (orders under an existing contract may be contracts in ordinary meaning)
- Hicks v. United States, 89 Fed. Cl. 243 (Ct. Cl. 2009) (principles governing novation require assent of obligor)