Spectre Corporation v. United States
132 Fed. Cl. 626
Fed. Cl.2017Background
- NASA and Spectre entered two agreements concerning commercialization of NASA silicon-carbide (SiC) sensor patents: a Space Act Agreement (SAA3-1210, Dec. 22, 2011) and an Exclusive Licensing Agreement (DE-456, May 14, 2012) under which Spectre paid $50,000 for an exclusive license through patent term.
- The Space Act Agreement obligated NASA to deliver specified quantities of NASA-fabricated SiC sensors meeting performance specs plus technology/data for Spectre to manufacture them; payments by Spectre were tied to milestones.
- Disputes, delays, and alleged minimal deliveries occurred; NASA terminated the Exclusive Licensing Agreement and ceased performance under the Space Act Agreement, and the Space Act Agreement later expired.
- Spectre sued in the Court of Federal Claims seeking damages for: breach of the Exclusive Licensing Agreement, breach of the Space Act Agreement, and breach of the implied covenant of good faith and fair dealing on both contracts.
- The government moved to dismiss under RCFC 12(b)(6), arguing that Spectre failed conditions precedent (payments triggering milestones) and that express disclaimers in the contracts preclude Spectre’s claims and damages.
- The court denied the motion to dismiss, finding Spectre’s allegations plausible and that material factual disputes (e.g., payment sufficiency, facts surrounding termination, context of related state funding/grant documents) precluded dismissal without further fact-finding.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether NASA breached the Space Act Agreement by failing to deliver sensors and enabling technology | Spectre: NASA failed to deliver promised fabricated sensors and necessary tech/data, frustrating performance | U.S.: Spectre did not satisfy payment conditions precedent that would trigger NASA milestones and obligations | Denied dismissal — factual disputes over payments/milestones prevent resolution on the pleadings |
| Whether NASA wrongfully terminated the Exclusive Licensing Agreement | Spectre: Termination was pretextual and caused by NASA’s prior breaches of the Space Act Agreement | U.S.: Licensing agreement disclaimers bar liability and damages for alleged termination violation | Denied dismissal — Spectre plausibly alleged a wrongful termination linked to breaches; issues require fact-finding |
| Whether the implied covenant of good faith and fair dealing was breached | Spectre: NASA’s minimal deliveries and treatment of the project as R&D (not commercialization) frustrated contract benefits; context with state proposal/grant supports claim | U.S.: Implied-duty claims are duplicative/impermissibly expand express contractual duties barred by disclaimers | Denied dismissal — allegations suffice to state plausible implied-covenant claims pending factual development |
| Whether contract disclaimers and express terms preclude all of Spectre’s claims and damages | Spectre: Disclaimers cannot bar express-breach or implied-covenant claims when read with surrounding context (state proposal/grant) | U.S.: Express disclaimers and contract language preclude recovery and bar implied-duty claims inconsistent with express terms | Denied dismissal — court declined to resolve disclaimer effect at pleading stage given competing factual allegations |
Key Cases Cited
- Testan v. United States, 424 U.S. 392 (Tucker Act requires separate substantive source for money damages)
- Fisher v. United States, 402 F.3d 1167 (plaintiff must identify separate source of substantive law for damages)
- Lindsay v. United States, 295 F.3d 1252 (standards for RCFC 12(b)(6) dismissal)
- Scheuer v. Rhodes, 416 U.S. 232 (pleadings construed favorably to nonmoving party)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (plausibility pleading standard)
- Ashcroft v. Iqbal, 556 U.S. 662 (plausibility standard applied to complaint’s factual allegations)
- Centex Corp. v. United States, 395 F.3d 1283 (implied duty of good faith applies in government contracts)
- Precision Pine & Timber, Inc. v. United States, 596 F.3d 817 (limits on expanding contractual duties via implied covenant)
- Metcalf Constr. Co. v. United States, 742 F.3d 984 (implied covenant prevents conduct that frustrates contract benefits)