Vanquish Worldwide, LLC v. United States
134 Fed. Cl. 72
| Fed. Cl. | 2017Background
- Vanquish Worldwide held a TransCom contract (Dec 2014–Dec 2015) to provide trucking/logistics in Afghanistan; TransCom terminated for cause after 12 shipments were not delivered (Jan 22, 2016).
- The CO entered a CPARS performance evaluation on Jan 29, 2016, rating Vanquish “Marginal” for Quality and Management based on the missing shipments.
- Vanquish submitted detailed CPARS comments disputing the characterization of the shipments and requesting removal or improvement of the rating, but inadvertently clicked a “I concur” option; it promptly informed the CO of the mistake.
- Vanquish’s counsel exchanged emails with agency counsel and the CO, seeking access to the agency investigation, suspension or rescission of the CPARS rating while Vanquish reviewed additional materials, and contending the process was unfair—but did not expressly demand a final decision withdrawing the rating as a matter of right.
- The reviewing official finalized the CPARS rating (Mar 21, 2016), upheld “Marginal” ratings, and applied CPARS business rules for a contractor non-concurrence; Vanquish filed suit in the Court of Federal Claims seeking declaratory relief to vacate and remand the evaluation (Mar 10, 2017).
- The government moved to dismiss for lack of jurisdiction under the Contract Disputes Act (CDA), arguing Vanquish never submitted a CDA claim to the contracting officer and received a final CO decision before suing.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Vanquish submitted a valid CDA claim to the CO before suing | Vanquish argued its CPARS comments, emails, and requests to rescind/suspend the rating put the agency on notice and sought relief | Govt argued the correspondence was a continuing dialogue and did not present a clear, unequivocal written claim seeking a CO final decision | Held: No. Correspondence was procedural/prompting further review, not a CDA claim; jurisdiction lacking |
| Whether counsel’s emails constituted a demand for a final decision | Vanquish relied on counsel’s emails asserting unfair process and requesting rescission/suspension | Govt said emails sought additional documents/comment opportunity, not an entitlement to permanent withdrawal | Held: Emails showed desire for further process, not an unequivocal demand for relief as of right |
| Applicability of CDA exhaustion requirement | Vanquish contended prior submissions and CPARS comments satisfied CDA prerequisites | Govt maintained CDA requires submission of a written claim to CO and a CO final decision (or deemed denial) before suit | Held: Court applied CDA—contractor must submit a claim to CO and receive CO decision; Vanquish failed to do so |
| Whether Federal Contracting, Inc. (FCI) controlled | Vanquish invoked FCI to argue similar pre-filing correspondence sufficed | Court distinguished FCI because that contractor made formal, unequivocal written requests that the agency treated as claims | Held: FCI materially different; here no unequivocal written claim was made |
Key Cases Cited
- Steel Co. v. Citizens for a Better Env’t, 523 U.S. 83 (jurisdictional threshold requirement)
- PODS, Inc. v. Porta Stor, Inc., 484 F.3d 1359 (Fed. Cir. 2007) (court must dismiss if no jurisdiction)
- M. Maropakis Carpentry, Inc. v. United States, 609 F.3d 1323 (Fed. Cir. 2010) (CDA requires claim to CO and CO decision before suit)
- Northrop Grumman Computing Sys., Inc. v. United States, 709 F.3d 1107 (Fed. Cir. 2013) (claim must give CO adequate notice of basis and amount)
- James M. Ellett Constr. Co. v. United States, 93 F.3d 1537 (Fed. Cir. 1996) (contractor’s submissions must indicate desire for a final decision)
- Contract Cleaning Maint., Inc. v. United States, 811 F.2d 586 (Fed. Cir. 1987) (plain statement requirement for CDA claim)
- Reflectone, Inc. v. Dalton, 60 F.3d 1572 (Fed. Cir. 1995) (CDA/FAR definitions and requirements)