Dominion Resources, Inc. v. United States
641 F.3d 1359
| Fed. Cir. | 2011Background
- NWPA authorizes DOE to enter disposal contracts for SNF; Standard Contract requires DOE to accept SNF by 1998 but has not, causing damages for interim storage.
- Dominion acquired Millstone facility from Northeast Utilities in 2001 and obtained the Standard Contracts and the right to sue for DOE breach under the asset transfer.
- Assignment clause stated Northeast Utilities transferred “all rights … under the DOE Standard Contracts (including all rights to any claims of Sellers related to DOE defaults thereunder).”
- Court of Federal Claims awarded Dominion approximately $42.7 million, including roughly $10.9 million for pre-acquisition interim storage, with some amounts excluded for evidentiary or causation gaps.
- Government argued pre-acquisition damages could not be assigned under the Claims Act; trial court and appellate panel addressed whether NWPA waives the Claims Act to include existing breach claims in the assignment.
- This appeal resolves whether the NWPA and Standard Contract waive the Claims Act to permit assignment of an existing breach-of-contract claim that accrued before the contract was assigned to Dominion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether NWPA waives the Claims Act to allow assignment of existing breach damages. | Dominion contends NWPA broadly allows assignment of rights and duties, including pre-existing breach claims. | Government argues NWPA only allows assignment of ongoing rights under the contract, not pre-existing breach claims; Claims Act remains applicable. | NWPA waives the Claims Act to permit assignment of pre-existing breach damages. |
| Whether Dominion may recover pre-acquisition interim storage damages assigned from Northeast Utilities. | Dominion asserts it acquired the right to pursue pre-acquisition interim storage damages via the assignment. | Government contends the transfer does not exceed what NWPA authorizes and seeks to limit recovery to post-assignment damages. | Dominion entitled to pre-acquisition interim storage damages assigned with the contract. |
| Whether discovery or offset related to the unearned one-time fee is permissible given the breach before performance. | Dominion should not be penalized for government breach; discovery into economic benefits is relevant. | One-time fee not due yet; no basis for discovery or offset absent when due. | Discovery and offset denied; the one-time fee is not due, and no windfall or offset allowed. |
Key Cases Cited
- United States v. Dow, 357 U.S. 17 (1958) (Claims Act generally prohibits voluntary assignments of government claims)
- United States v. Shannon, 342 U.S. 288 (1952) (Limited exceptions to Claims Act for transfers by will or creditors' assignments)
- Aetna Cas. & Sur. Co. v. United States, 338 U.S. 366 (1949) (Transfer by operation of law permissible; voluntary transfers precluded)
- Tuftco Corp. v. United States, 614 F.2d 740 (Ct. Cl. 1980) (Waiver of Contracts Act; discussion of assignment rights under NWPA-like provisions)
- Fireman's Fund Ins. Co. v. England, 313 F.3d 1344 (Fed. Cir. 2002) (Assignment and waiver principles; statutory interpretation)