United Aeronautical Corp. v. Usaf, 80 F.4th 1017

Background

Aero bought Aero Union’s MAFFS-related intellectual property in 2012 and in 2014 executed a Data Rights Agreement (DRA) with the U.S. Forest Service granting the Forest Service “unlimited rights to view and use” the MAFFS data for continued operation and maintenance while Aero retained ownership of the technical data.
Aero delivered a hard drive with MAFFS data to the Forest Service; the Forest Service later provided that drive to the U.S. Air Force (USAF).
USAF used the MAFFS data to develop an upgraded iMAFFS system and marketed it internationally.
Aero sued USAF in federal district court under the Administrative Procedure Act (APA), alleging violations of federal procurement regulations and the Trade Secrets Act (18 U.S.C. § 1905); USAF moved to dismiss invoking the Contract Disputes Act (CDA) as an implied bar to APA jurisdiction.
The district court dismissed for lack of subject-matter jurisdiction; the Ninth Circuit panel affirmed, holding the CDA “impliedly forbids” Aero’s APA suit because the claim “relates to” a procurement contract and Aero is a contractor; Judge Collins dissented.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the CDA "impliedly forbids" Aero's APA suit in district court	Aero: APA waives sovereign immunity for statutory rights (Trade Secrets Act); suit is not contract-based so CDA does not preclude district-court APA relief	USAF: CDA vests exclusive jurisdiction over contractor disputes in Court of Federal Claims, so APA waiver is impliedly forbidden	Court: CDA impliedly forbids Aero’s APA action because it falls within CDA’s scope
Whether Aero’s claims “relate to” the DRA (i.e., are contract‑related)	Aero: Rights derive from statute and Trade Secrets Act; government defenses won’t convert that into a contract claim	USAF: Aero’s requested relief (declaring USAF lacks rights; prohibiting use) requires interpreting DRA’s "unlimited rights" clause, so claims relate to the contract	Court: Claim has “some relationship to the terms or performance” of the DRA and thus "relates to" a contract
Whether the DRA is a procurement contract and Aero is a contractor under the CDA	Aero: DRA is like a bailment and not a procurement contract; rights are proprietary, not procurement-based	USAF: DRA conferred use rights (intangible property), and CDA covers disputes about rights in intangible property; Aero is a party to the DRA (a contractor)	Court: DRA qualifies as a procurement contract for CDA purposes and Aero is a contractor
Whether the Megapulse (Tucker Act) test controls or CDA requires a distinct analysis	Aero (and dissent): Megapulse two‑part test (source of rights; type of relief) governs and would allow district-court APA review	USAF: Megapulse concerns the Tucker Act; CDA’s post‑1992 text covering nonmonetary disputes requires a broader "relating to" inquiry	Court: Megapulse governs Tucker Act implied preclusion only; CDA analysis differs and covers nonmonetary disputes—CDA preclusion applies here

Key Cases Cited

Dogan v. Barak, 932 F.3d 888 (9th Cir. 2019) (district-court dismissal for lack of subject-matter jurisdiction reviewed de novo)
Esquivel v. United States, 21 F.4th 565 (9th Cir. 2021) (sovereign immunity waiver limits and strict construction rule)
Tucson Airport Auth. v. Gen. Dynamics Corp., 136 F.3d 641 (9th Cir. 1998) (statute that vests exclusive jurisdiction in a specialized court can impliedly forbid APA actions)
N. Star Alaska v. United States, 9 F.3d 1430 (9th Cir. 1993) (Tucker Act/CDA preclusion principles; limits on declaratory/injunctive relief)
Todd Constr., L.P. v. United States, 656 F.3d 1306 (Fed. Cir. 2011) (broad interpretation of "relating to" a contract persuasive for CDA analysis)
Megapulse, Inc. v. Lewis, 672 F.2d 959 (D.C. Cir. 1982) (two‑part test—source of rights and type of relief—for Tucker Act implied preclusion)
Ruckelshaus v. Monsanto Co., 467 U.S. 986 (1984) (trade secrets recognized as "property" for certain constitutional purposes)