Stevens Aviation, Inc. v. DynCorp International LLC
756 S.E.2d 148
S.C.2014Background
- DynCorp secured a Prime Contract with the Army to service C-12, RC-12, and UC-35 aircraft and sought Stevens as a subcontractor.
- A Teaming Agreement exists outlining how DynCorp and Stevens would cooperate if DynCorp obtained the Prime Contract.
- DynCorp and Stevens executed a Subcontract, defining Aircraft, Work, CLINs, pricing, and an integration clause; Subcontract specifies federal common law governing interpretation.
- Section G ties Stevens’ obligation to Prime Contract funding; once funds for a CLIN are exhausted, Stevens has no duty and DynCorp bears no liability for further work.
- Stevens sued for breach, alleging the Subcontract creates a requirements contract obligating DynCorp to send all covered aircraft to Stevens; DynCorp moved for judgment on the pleadings.
- Court of Appeals reversed the circuit court on incorporation of the Teaming Agreement and exclusivity, while the circuit court had held the Subcontract created an exclusive relationship for C-12/RC-12 aircraft.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is the Subcontract a enforceable requirements contract for C-12/RC-12 aircraft? | Stevens: exclusive relationship; incorporated Teaming Agreement reinforces requirements contract. | DynCorp: no exclusive relationship; Subcontract not a requirements contract for these aircraft. | Yes; exclusive relationship and enforceable for C-12/RC-12 aircraft. |
| Is the Subcontract an enforceable requirements contract for UC-35 aircraft? | Stevens: Subcontract covers UC-35 as part of Aircraft and thus exclusive. | DynCorp: UC-35 not adequately priced or described; not a requirements contract for UC-35. | No; not a requirements contract for UC-35. |
| May an appellate court grant summary judgment to a nonmoving party when the moving party did not move for summary judgment? | Stevens argues for reaffirmation of circuit court ruling; appellate approach was improper. | DynCorp contends appellate summary judgment authority applies. | Appellate court erred in granting summary judgment to DynCorp. |
Key Cases Cited
- Ace-Federal Reporters, Inc. v. Barram, 226 F.3d 1329 (Fed.Cir.2000) (three forms of supply contracts; exclusive requirements concept)
- Crown Laundry & Dry Cleaners, Inc. v. United States, 29 Fed.Cl. 506 (Cl. 1993) (interpretation favors saving the contract; avoid meaninglessness)
- Gould Inc. v. United States, 935 F.2d 1271 (Fed.Cir.1991) (look beyond the first page to ascertain rights bargained)
- Torncello v. United States, 681 F.2d 756 (Ct.Cl.1982) (three forms of contracts; exclusive requirements enforceable with minimum consideration)
- Ceredo Mortuary Chapel, Inc. v. United States, 29 Fed.Cl. 346 (Fed.Cl.1993) (per-unit pricing essential to a requirements contract)
- Kassbaum v. Steppenwolf Prods., Inc., 236 F.3d 487 (9th Cir.2000) (sua sponte summary judgment authority discussed)
- Cont'l Airlines, Inc. v. United States, 981 F.2d 1450 (5th Cir.1993) (limits on nonmovant summary judgment relief on appeal)