Goodsell v. United States
17-171
| Fed. Cl. | Oct 30, 2017Background
- Plaintiff Goodsell owns an office building and adjacent parking lots in San Jose; the VA leased ~3,700 sq ft under a lease executed May 14, 2014, with occupancy March 11, 2015, and rent due monthly for a 5-year firm/10-year total term.
- Parking allocation was negotiated: 14 rear employee tandem spaces and 11 front client spaces for an extra $50/space/month; Exhibit C to the lease (parking plan) differed from plaintiff’s hand-drawn plan and city-approved plans, showing 13 single rear spaces and only the two pre-existing ADA spaces.
- Disputes arose over additional ADA spaces, gate/lock interference by VA employees, and the VA’s use of the front lot; VA withheld some rent and the contracting officer issued a Final Decision (Sept. 7, 2016) withholding $311.67/month for parking issues.
- Plaintiff permitted the VA to install a flagpole on condition it be removed at lease end; VA installed it in Oct. 2015 and did not remove it after vacating.
- The VA sent a termination letter Jan. 23, 2017, stating it would vacate effective Jan. 26, 2017 and would not pay rent beyond that date; VA returned keys Jan. 26. Plaintiff seeks unpaid rent for the remaining lease term (~$877,482.59 claimed).
- Procedurally: Defendant moved to dismiss for lack of jurisdiction (alleged failure to present a certified CDA claim) and for failure to state a claim; the court denied both motions and retained jurisdiction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Subject-matter jurisdiction under Tucker Act/Contract Disputes Act | Government contracting officer’s termination letter and Sept. 7 final decision constitute a government "claim" sufficient to confer jurisdiction | Plaintiff failed to submit a certified claim; no final contracting officer decision from plaintiff to invoke CDA procedures | Court held the contracting officer’s adverse written assertion qualifies as a claim under FAR/Placeway, so jurisdiction exists |
| Breach of contract for early termination and unpaid rent | Lease was a 10-year term (5-year firm + 5-year extension not optional); VA terminated after three days’ notice and owes remaining rent | VA contends termination rights and possible constructive eviction/lessor default limit damages; damages for second five-year term may be speculative | Court found plaintiff’s allegations sufficient to state a breach claim; contract interpretation is premature on 12(b)(6) and ambiguities construe against drafter (Government) |
| Declaratory relief re: parking fee withholding and flagpole removal | Declaratory rulings could produce additional monetary relief and are not moot | VA says claims are moot or duplicative of breach claim after termination | Court declined to decide at dismissal stage and left declaratory claims for later resolution |
| Breach of implied covenant of good faith and fair dealing | VA’s actions (lock removal, improper parking directions, withholding rent) caused plaintiff’s alleged defaults and termination was pretextual | VA argues no malice, plaintiff continued receiving rent, and VA did not appropriate contract benefits | Court found plaintiff alleged facts above speculative level and denied dismissal on this claim for now |
Key Cases Cited
- Placeway Constr. Corp. v. United States, 920 F.2d 903 (Fed. Cir. 1990) (contracting officer’s adverse written decision can constitute a claim for jurisdictional purposes)
- D.L. Braughler v. West, 127 F.3d 1476 (Fed. Cir. 1997) (adopting FAR definition of "claim")
- Perez v. United States, 156 F.3d 1366 (Fed. Cir. 1998) (Rule 12(b)(6) standard in government contract context)
- Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007) (pleading standard requires allegations rising above speculation)