Lead Opinion
This action arises under the Contract Disputes Act (“CDA”), 41 U.S.C. §§ 601-613. M. Maropakis Carpentry, Inc. (“Maropakis”) appeals the decision of the United States Court of Federal Claims dismissing Maropakis’s complaint for lack of subject matter jurisdiction because it failed to present to the contracting officer a “claim” within the meaning of the CDA. Maropakis further appeals the grant of the government’s counterclaim for liquidated damages. Because Maropakis has demonstrated no errors of law or clearly erroneous factual findings, we affirm.
Background
On April 6, 1999 the Navy awarded a contract to Maropakis for, among other things, the replacement of windows and a roof at a warehouse building located at Naval Inventory Control Point in Mechanicsburg, Pennsylvania. M. Maropakis Carpentry, Inc. v. United States,
Maropakis did not begin work until after the specified completion date. The project was completed May 17, 2001, 467 days after the modified completion date. On August 20, 2001, Maropakis sent a letter addressed to “Mr. W.L. Robertson O.I.C., Navfac Contracts” requesting “an extension of contract time ... from January 16, 2000 to April 17, 2001, a total of 447 con
On June 28, 2002, the Navy sent Maropakis another letter, pointing out that Maropakis had neither “responded [to the August 2001 letter] with additional information” nor “requested a Contracting Officers [sic] final decision for these matters.” Id. The letter also indicated that the government had made payments to Maropakis in the amount of $1,053,115, $244,036 less than the total contract price of $1,297,151. Finally, the letter informed Maropakis that it would owe liquidated damages of $303,550 representing $650 per day for the 467 days of delay in completing the project. The Navy applied this amount against the remaining contract balance, $244,036, resulting in a total due from Maropakis of $59,514.
Maropakis responded in a letter on July 22, 2002 reiterating its earlier request for an extension but mentioning specifically only the 107-day extension for the removal of lead contaminated windows. This letter referred to multiple delays but did not specify a total number of days of extension requested. The letter then stated, “we will dispute ... the liquidated damages amount of $303,550.00 and will indicate that M. Maropakis was not responsible for the delays.” Id. at 193 (emphases added). There was no follow-up to this correspondence by either party. Maropakis did not file a separate formal claim regarding the time extension.
On December 20, 2002 the Navy issued Final Decision # 03-002F which reiterated the government’s demand for liquidated damages. The government characterizes this letter as a final decision pertaining only to the Navy’s demand for liquidated damages. Maropakis contends that this letter was a final decision applying to each of its previous requests for extension of the contract period.
There was no further activity by either party until Maropakis filed a complaint on December 17, 2003 in the Court of Federal Claims alleging (1) breach of contract due to government delay and seeking resulting time extensions, and (2) breach of contract due to the government’s assessment of liquidated damages and seeking remission of the full $303,550. Amended Compl., ¶¶ 50-52, 54-55, M. Maropakis,
We have jurisdiction under 28 U.S.C. § 1295(a)(3).
Discussion
I. Standard of Review
We review de novo the decision of the Court of Federal Claims to dismiss for lack of jurisdiction. Radioshack Corp. v. United States,
We also review de novo the grant of summary judgment by the Court of Federal Claims, “drawing justifiable factual inferences in favor of the party opposing the judgment” and reapplying the standard applicable to proceedings before the Court of Federal Claims. Long Island Savs. Bank, FSB v. United States,
II. Time Extensions
The parties in this case dispute whether Maropakis submitted a valid claim for time extensions to its contracting officer sufficient to give the Court of Federal Claims jurisdiction over the issue. Under the CDA, the Court of Federal Claims has jurisdiction over actions filed within twelve months of a contracting officer’s decision on a claim. 41 U.S.C. § 609(a). This Court has found that jurisdiction thus requires both a valid claim and a contracting officer’s final decision on that claim. James M. Ellett Constr. Co. v. United States,
The CDA also requires that a claim indicate to the contracting officer that the contractor is requesting a final decision. Ellett,
In its complaint, Maropakis alleged it was entitled to damages because of various “delays, impacts and disruptions” by the government. M. Maropakis,
On appeal, Maropakis argues that its letter of July 22, 2002 was sufficient to constitute a claim under the CDA. Specifically, Maropakis argues that because the July 22, 2002 letter “was the product of continuing discussions between the parties concerning the assessment of liquidated damages and cause of Project delay, the letter was sufficient to give the contracting officer adequate notice of the basis of Maropakis’s claim.” Maropakis’s Principal Br. at 20-21. The trial court found, however, that “[a]t best, a generous reading of the July 22, 2002, correspondence can be interpreted as Maropakis’s request for a final decision on the government’s liquidated damages assessment.” M. Maropakis,
Maropakis also argues that even if it was not in technical compliance with the CDA, the United States had actual knowledge of the amount and basis of Maropakis’s claim and therefore the Court of Federal Claims had jurisdiction. However, Maropakis provides no evidence that the
Even assuming the government’s knowledge of Maropakis’s contentions along the way, there is nothing in the CDA that excuses contractor compliance with the explicit CDA claim requirements. See 41 U.S.C. § 605 (requiring that “[a]ll claims by a contractor against the government relating to a contract shall be in writing,” “shall be submitted to the contracting officer for a decision,” and “[f]or claims of more than $100,000, the contractor shall certify [ ] the claim”). Indeed, we have recognized that the CDA is a statute waiving sovereign immunity. Winter v. FloorPro, Inc.,
Maropakis’s letter of July 22, 2002 was not a valid claim under the CDA because it did not provide the Contracting Officer adequate notice of the total number of days actually requested in extension, it did not state a sum certain, and it did not request a final decision. The absence of notice and the failure to request a final decision were jurisdictional impairments for a claim under the CDA. Ellett,
Because Maropakis did not meet the jurisdictional prerequisites of a claim against the government for contract modification under the CDA, the Court of Federal Claims correctly dismissed Maropakis’s breach of contract claim for lack of jurisdiction.
III. Liquidated Damages
Maropakis also claimed that the government’s assessment of damages was improper and sought its remission in full. The government made a motion for summary judgment on this claim and on its corresponding counterclaim for the assessed liquidated damages. The Court of Federal Claims found that Maropakis “failed to establish a material issue as to whether the government’s liquidated damages provision was an unenforceable penalty.” It therefore granted the government’s summary judgment motion, finding Maropakis liable for the retained balance of the contract and an additional $59,514 in liquidated damages. M. Maropakis,
On appeal, Maropakis argues that “the Court did not consider Maropakis’s factual defenses.” Maropakis’s Principal Br. at 27. Maropakis argues that its right to
Maropakis relies on Placeway Construction Corp. v. United States,
In this case, there is no dispute that the Court of Federal Claims had jurisdiction over Maropakis’s claim relating to liquidated damages and the government’s corresponding counterclaim. The parties also agree that the claim for liquidated damages was a government claim that did not require certification and that the contracting officer properly made a final decision on the issue. The Court of Federal Claims correctly found that Placeway had no bearing on the CDA’s requirements for contractor claims. M. Maropakis,
The statutory language of the CDA is explicit in requiring a contractor to make a valid claim to the contracting officer prior to litigating that claim. The purpose of this requirement is to encourage the resolution of disagreements at the contracting officer level thereby saving both parties the expense of litigation. See 48 C.F.R. § 33.204; Reflectone,
Here, the Court of Federal Claims correctly required Maropakis to comply with the CDA requirements notwithstanding Maropakis’s styling of its claim as a defense to a government counterclaim for
Conclusion
The Court of Federal Claims’s determination that it lacked jurisdiction over Maropakis’s claim for breach of contract is affirmed. We also affirm the Court of Federal Claims’s grant of summary judgment to the government on its counterclaim for liquidated damages.
AFFIRMED
Notes
. The dissent agrees with Maropakis’s argument citing Garrett v. General Electric Co.,
. The dissent quotes portions of this same language in Sun Eagle when describing the proposition that claims and defenses are distinct. Op. at 1334. However, the dissent, with all due respect, ignores the actual holding of Sun Eagle, which states as follows:
In the case at bar, plaintiff is seeking an adjustment of contract terms or monetary relief because it defends against the assessment of liquidated damages on the basis that the Army caused the delay. The claim is a claim by the contractor. The contractor made the claim in its claim letter and, if it recovers, the CDA would award the contractor interest on its claim. Plaintiff s contractor claim must be certified, as required by 41 U.S.C. § 605(c). In this case plaintiff did certify its claim. Defendant asserts that the certification is insufficient because the contractor failed to certify that the data supporting its claim were "accurate and complete to the best of the contractor’s knowledge and belief,” as required by section 605(c). The court need not address this issue, as the case is in settlement. However, if the issue were resolved adversely to plaintiff, the result would call for the dismissal of all of its contractor claims, and the court would retain jurisdiction only over the government claim. As a practical consequence, plaintiff likely would agree to the stay of the government claim while it recertified its contractor claims, obtained a contracting officer decision thereon, and refiled in the Claims Court. That action would be joined with the instant action and proceedings scheduled on an expedited basis.
Sun Eagle,
Dissenting Opinion
dissenting.
The court holds that the contractor M. Maropakis Carpentry, Inc. is barred, in its appeal to the Court of Federal Claims of the contracting officer’s grant of the government’s claim for delay damages, from defending against that claim by showing that the government caused and contributed to the delay. Thus my colleagues grant summary judgment to the government on its claim for $303,550 in delay damages, on the theory that the court “lack[s] subject matter jurisdiction” to consider the defense that Maropakis had raised with the Contracting Officer. I do not share the view that there is no “jurisdiction” to consider the defense to the government’s claim, whereby the claim was summarily granted without permitting inquiry as to its merits and defenses.
During performance of the contract, Maropakis had requested various extensions of time, in light of various performance delays. The government does not deny that it had a role in delay.
The question is not whether Maropakis could have or should have submitted a claim for some sort of contract modification; the question is whether Maropakis is permitted to defend against the government’s claim for delay damages. The majority cites the FAR’s inclusion of “the adjustment ... of contract terms” in the definition of “claim.” However, this definition does not mean that the FAR requires that the government contract be presented for modification before a contractor can defend against a government claim arising from contract performance. Indeed, the contracting officer did not require Maropakis to file a request for contract modifi
When a claim is within a tribunal’s jurisdiction, like the government’s claim for delay damages, the tribunal routinely has jurisdiction to consider defenses to the claim. This rule is not negated by any provision of the Contract Disputes Act. Yet my colleagues sustain the government’s CDA claim and its sizable monetary award, permitting no defense and imposing obstacles that have been negated by statute and precedent. For example, my colleagues hold that Maropakis was required to “certify” its defense, as if it were a monetary claim. Precedent is contrary. My colleagues hold that Maropakis was required to state a “sum certain” that it is claiming; however, Maropakis is not claiming a sum; it is objecting to the damages claimed by the government, raising the defense that the government contributed to the delay. And my colleagues hold that Maropakis was required to somehow seek and obtain “contract modification” before it could raise this defense; this curious theory is devoid of support.
In Garrett v. General Electric Co.,
GE submitted no claims to the CO on the engine defects at the time of the decision. The Act, however, provides that a contractor may appeal a Government claim to the appropriate board without submitting a claim of its own to the CO. Thus, only jurisdiction over the Navy’s claims under the contract are at issue in this appeal.
Id. at 749 (citation omitted). This holding is contravened by the court’s decision today, for although jurisdiction of the government’s claim for delay damages is undisputed, the court now requires a separate jurisdictional basis for the contractor’s objection to the government’s claim.
Placeway Construction Corp. v. United States,
Placeway held that a contractor’s challenge to a government claim need not be certified. This court holds that plaintiff is challenging a government claim to liquidated damages and making its own contractor claim to recover amounts withheld for liquidated damages. The latter must be certified.
Id. at 477.
Precedent respects the distinction between a claim and a defense. My colleagues’ selective quotation from the opinion in Sun Eagle, Maj. Op. at 1331 n. 2, implements the holding in Sun Eagle that the contractor’s letter was indeed a “claim,” made “in a claim letter,”
Indeed, whether Maropakis’ several requests for time extensions met the CDA’s “claim” requirements is irrelevant — although these letters stated that the contractor would dispute any assessment of delay damages. The issue here is not whether Maropakis perfected a monetary claim of its own, but whether Maropakis is to be permitted to defend against the government’s claim. No rule or precedent holds that a contractor forfeits its right of defense if it does not file its own claim. And the court is misguided in its ruling that the government’s claim for damages cannot be defended against unless the contractor first undertakes the formal procedures of contract modification. In Ganxtt this court explained that the CDA “provides that a contractor may appeal a Government claim to the appropriate board without submitting a claim of its own to the CO.”
The government did not dispute that it owed Maropakis the unpaid balance of the contract, and the contracting officer’s recognition of that obligation is not appealed. The only issue is the summary grant of judgment to the government for the delay damages in the government’s claim, while denying, on “jurisdictional” grounds, Maropakis’ right of defense. The right to defend against an adverse claim is not a matter of “jurisdiction,” nor of grace; it is
. It was not disputed that the government ordered cessation of all work and did not authorize Maropakis to proceed to remove the lead paint until 107 days after discovery of the paint by Maropakis. It was not disputed that when Maropakis found that the windows specified by the government did not exist, the government refused to change the specifications, and by the time the windows were custom made and the lead paint removed, the entire performance time set in the contract had elapsed.
. The majority posits that Placeway dealt only with government claims, and not contractor defenses. Maj. Op. at 1330. That is precisely
. "It is as much the duty of Government to render prompt justice against itself, in favor of citizens, as it is to administer the same, between private individuals.” A. Lincoln, First Annual Message (Dec. 3, 1861), engraved at the entrance to this courthouse, 717 Madison Place NW, Washington, DC.