L-3 Communications Integrated Systems L.P. v. United States
132 Fed. Cl. 325
| Fed. Cl. | 2017Background
- L-3 entered a Undefinitized Contractual Action (UCA) with the Air Force to provide C-27J simulator training for the RAAF and began performance while price terms were negotiated.
- Negotiations over two CLINs (X031 OFT and X032 Fuselage Trainer) produced multiple contractor proposals and government positions from Dec 2014 through Oct 2015, but no agreement on price.
- The Air Force unilaterally definitized the UCA on Oct 29, 2015, setting monthly prices that L-3 says were based on an incorrect 2,000‑hour annual usage assumption and produced rates that caused losses.
- L-3 sued in the Court of Federal Claims seeking declaratory relief, remand for further negotiation, and $1,030,522 in damages (as of July 31, 2016), alleging the unilateral price determination was arbitrary, capricious, and violated the FAR.
- The government moved to dismiss for lack of jurisdiction, arguing L-3 never submitted a certified CDA claim to the contracting officer (CO) and the CO never issued a final decision.
- The court granted the motion and dismissed without prejudice, holding L-3 failed to present a valid, certified claim to the CO as required by the Contract Disputes Act.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether L-3 presented a CDA claim to the CO before suit | L-3 contends its detailed pricing proposals converted into a claim when negotiations reached an impasse | Gov argues proposals were negotiation submissions, not a written CDA claim for a sum certain | Held: No. Proposals were negotiation positions and did not constitute a CDA claim |
| Whether any submitted claim was certified as required for claims > $100,000 | L-3 points to proposal language and Form 1411 statements as sufficient or at least defective certifications | Gov argues those statements do not meet statutory CDA certification language | Held: No. Statements did not satisfy the CDA certification requirements and amounted to no certification at all |
| Whether Ellett supports treating settlement/price proposals as claims upon impasse | L-3 relies on Ellett to argue proposals ripened into claims at impasse | Gov distinguishes Ellett because the Ellett submission expressly sought a sum certain and was a formal claim | Held: Ellett is inapposite — Ellett involved a certified, sum‑certain demand; L-3’s submissions lacked those features |
| Whether court has jurisdiction absent CO final decision on a certified claim | L-3 implicitly argues jurisdiction exists because merits are ripe after unilateral definitization | Gov contends jurisdiction requires a certified claim and CO final decision under the CDA/Tucker Act | Held: Court lacks jurisdiction — jurisdictional prerequisites (valid certified claim and CO decision) were not met |
Key Cases Cited
- M. Maropakis Carpentry, Inc. v. United States, 609 F.3d 1323 (Fed. Cir.) (defines CDA claim and requirement to seek CO decision)
- James M. Ellett Constr. Co. v. United States, 93 F.3d 1537 (Fed. Cir.) (settlement proposal converted to claim only where initial writing constituted a non-routine, sum‑certain certified demand)
- United States v. Grumman Aerospace Corp., 927 F.2d 575 (Fed. Cir.) (purpose of CDA certification is to trigger contractor liability for fraudulent claims)
- Trusted Integration, Inc. v. United States, 659 F.3d 1159 (Fed. Cir.) (standard for courts resolving jurisdictional motions)