Stevens Aviation, Inc. v. Dyncorp International LLC
394 S.C. 300
| S.C. Ct. App. | 2011Background
- DynCorp and Stevens formed a March 2000 Teaming Agreement to pursue the Prime Contract DAAH23-00-C-0226 for C-12/RC-12/UC-35 maintenance.
- The Teaming Agreement incorporated a Statement of Work and Proprietary Data Provisions; it did not form a sole-source relationship.
- A March 2001 Subcontract superseded prior agreements (except Proprietary Data Exchange Agreement) and defined Aircraft as all Army RC/C-12 and UC-35 aircraft under the Prime Contract.
- The Subcontract requires Stevens to perform strip/paint, ACI, site maintenance, and over-and-above tasks as directed by DynCorp, with payment for actual ordered work.
- In August 2009, Stevens sued for breach, arguing DynCorp diverted work to others in breach of the Subcontract.
- The circuit court granted partial summary judgment to Stevens, holding the Subcontract incorporated the Teaming Agreement and created an enforceable requirements contract; DynCorp appeals.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was the Teaming Agreement properly incorporated? | DynCorp: Teaming Agreement incorporated by reference into Subcontract. | Stevens: Subcontract does not clearly incorporate the Teaming Agreement. | Incorporation not proven; reversed. |
| Does the Subcontract create an enforceable requirements contract for UC-35s? | Stevens: Subcontract binding for UC-35 maintenance under Prime Contract. | DynCorp: No per-unit pricing; not enforceable for UC-35s. | Not enforceable for UC-35s. |
| Does the Subcontract create an exclusive requirements contract for all services? | Stevens: Subcontract embodies exclusive performance of specified services. | DynCorp: No exclusive, broad commitment; not a true requirements contract. | No exclusive relationship; not a nationwide all-need requirements contract. |
| Did the court err by granting partial summary judgment without allowing discovery on extrinsic evidence? | Stevens: Extrinsic evidence supported the court’s interpretation. | DynCorp: Should have been allowed discovery to refute extrinsic evidence. | Extrinsic-evidence error acknowledged; partial summary judgment granted on issues properly before court. |
Key Cases Cited
- Northrop Grumman Info. Tech., Inc. v. United States, 535 F.3d 1339 (Fed. Cir. 2008) (incorporation of extrinsic material requires precise identification of material and purpose)
- TEG-Paradigm Envtl., Inc. v. U.S., 465 F.3d 1329 (Fed. Cir. 2006) (unambiguous contract language must be interpreted by plain meaning; avoid extrinsic evidence)
- KMS Fusion v. United States, 36 Fed. Cl. 68 (Fed. Cl. 1996) (where whereas clauses are background, not controlling contractual terms)
- Coyle's Pest Control, Inc. v. Cuomo, 154 F.3d 1302 (Fed. Cir. 1998) (exclusive requirements contracts require exclusive obligation to purchase; not all-encompassing here)
- Ceredo Mortuary Chapel, Inc. v. United States, 29 Fed. Cl. 346 (Fed. Cl. 1993) (per-unit pricing is essential to enforce a requirements contract)