Baldi Bros, Inc. v. United States
16-536
| Fed. Cl. | Oct 25, 2021Background
- Baldi Bros. contracted with the Navy (Dec. 2012) to remove/replace an aircraft ramp at Travis AFB, excavating ~11,300 cubic yards of soil.
- Contract specifications placed responsibility for soil management and disposal on the contractor and stated “Travis AFB does not have a pre‑approved soil handling, staging or containment area.”
- Amendment 4 removed the prior CSHA location from the base map and Note 9, plus a Pre‑Bid Q&A (Amendment 5), indicated excess soil was to be disposed “off‑site.”
- Baldi sought confirmation of an on‑base Clean Soil Holding Area (CSHA); the Navy repeatedly informed Baldi that no CSHA was in service and required off‑base disposal, leading Baldi to use an off‑base landfill and incur substantial hauling and disposal costs and project delay.
- Baldi submitted CDA claims and sued, alleging a constructive change (failure to provide a CSHA) and seeking relief including recission of liquidated damages; the government moved for summary judgment arguing the contract did not obligate the Navy to provide a CSHA (or any ambiguity is a patent ambiguity).
- The Court granted the government’s motion for partial summary judgment on the CSHA issue, held any ambiguity would be patent and resolved against Baldi, denied/denied‑as‑moot ancillary discovery motions, and deferred Baldi’s motion to compel with remaining compensable‑delay issues to be addressed later.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the contract obligates the government to provide a CSHA | Contract language (esp. §02111.3.6.1) means excess petroleum‑contaminated soil could be accepted on‑base at a CSHA, so gov't must provide one | Contract plainly assigns soil management/disposal to contractor, states Travis AFB has no pre‑approved CSHA, and amendments removed any on‑base CSHA—no gov't obligation | The contract is unambiguous: no obligation for gov't to provide a CSHA; partial summary judgment for defendant |
| If ambiguous, whether ambiguity is patent and resolved against Baldi | If ambiguous, allow extrinsic evidence and discovery to show gov't intended to provide CSHA | Any ambiguity would be patent because contract provisions and amendments are facially inconsistent with Baldi’s view; a reasonable bidder should have inquired | Even if ambiguous, ambiguity is patent; resolved against Baldi because he failed to inquire |
| Whether discovery / RCFC 56(d) relief is required before deciding CSHA issue | Baldi needs discovery/extrinsic evidence to show intent and course of dealing | Contract interpretation is a legal question here; plain language resolves the issue so discovery is unnecessary | 56(d) request denied as moot; stay of discovery denied as moot; discovery not required to decide CSHA issue |
| Motion to strike portions of Baldi president’s declaration (undisclosed reliance) | Declaration reflects course of performance/experience at Travis and supports ambiguity/extrinsic evidence | Paragraphs were not timely disclosed; government moved to strike them | Motion to strike denied as moot because court did not rely on the declaration in granting summary judgment; paragraphs may remain for later proceedings |
Key Cases Cited
- Anderson v. Liberty Lobby, 477 U.S. 242 (summary judgment standard)
- Celotex Corp. v. Catrett, 477 U.S. 317 (movant's initial burden and shifting burdens at summary judgment)
- Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (drawing inferences against nonmoving party is inappropriate)
- Metric Constructors v. Nat’l Air & Space Admin., 169 F.3d 747 (ambiguity requires interpretations within zone of reasonableness)
- NVT Techs., Inc. v. United States, 370 F.3d 1153 (whether contract provision is ambiguous is a question of law)
- Chris Berg, Inc. v. United States, 389 F.2d 401 (use of "may" denotes permissive use, not a government guarantee)
- S.S. Mullens, Inc. v. United States, 389 F.2d 390 (distinguishing when a government‑furnished property clause creates a guarantee)
- Triax Pac., Inc. v. West, 130 F.3d 1469 (patent ambiguity doctrine and contractor's duty to inquire)
- Beacon Constr. Co. of Mass. v. United States, 314 F.2d 501 (patent and glaring ambiguities require contractor inquiry)
- Gelco Blds. & Burjay Constr. Corp. v. United States, 369 F.2d 992 (duty to inquire when foreseeable costs are substantial)