Justia Contracts Opinion Summaries

The Oklahoma Department of Rehabilitation Services (“ODRS”) appealed a district court’s affirmance of an arbitration decision rendered under the Randolph-Sheppard Act (the “RSA”). The statute authorized designated state agencies such as ODRS to license and assign blind vendors to operate vending facilities on federal property; it also established an arbitration scheme to resolve disputes arising from this program. In accordance with the statute, the Department of Education (“DOE”) convened an arbitration panel (the “Panel”) to hear the grievances of David Altstatt, a blind vendor, challenging ODRS’s selection of another blind vendor, Robert Brown, for a particular vending assignment. Both Mr. Altstatt and Mr. Brown had applied for the assignment. The Panel found for Altstatt and ordered ODRS to remove Brown from the disputed assignment, appoint Altstatt in Brown’s place, and pay damages and attorney fees to Altstatt. ODRS brought suit to vacate the Panel’s decision, which the Randolph-Sheppard Act subjectd to judicial review as a final agency action under the Administrative Procedure Act (the “APA”). Altstatt intervened as a defendant and counterclaimant, requesting that the court affirm the arbitration decision. DOE participated in the litigation only to the extent of filing the administrative record of the Panel proceedings. The district court entered judgment in favor of Altstatt and ordered ODRS to comply with the Panel’s decision. ODRS then appealed. After review, the Tenth Circuit affirmed the district court’s decision with respect to the Panel’s award of injunctive relief in the form of Brown’s removal and Altstatt’s appointment to the disputed assignment, but reversed as to the Panel’s award of damages and attorney fees. View "Tyler v. United States Dept. of Educ." on Justia Law

The VA and Department of Defense (DoD) committed to developing an integrated electronic health records (EHR) system to replace their separate systems but abandoned that plan. DoD replaced its system with a commercially-available system, consisting primarily of software developed by Cerner. The VA issued a request for information and engaged a consultant, Thornton, to assess four options—three involving an off-the-shelf EHR system, and the fourth involving modernizing its existing system. Thornton concluded that the market could support all four options and that the VA’s best option for improving interoperability with the DoD would depend on the VA’s own evaluation. The VA chose to acquire a new system and invoked the public-interest exception to the Competition in Contracting Act’s open competition requirement, 41 U.S.C. 3301, 3304(a)(7), to negotiate a sole-source contract with Cerner “for the acquisition of the [EHR] system being deployed by the [DoD] and related services.” CliniComp, an incumbent provider of EHR systems to the VA, filed a bid protest, asserting that the sole-source decision lacked a rational basis and violated the Act. The Claims Court dismissed. The Federal Circuit affirmed. CliniComp lacked standing to protest the decision. To establish standing, CliniComp had to show that it was “an actual or prospective bidder” and had a “direct economic interest in the procurement or proposed procurement.” CliniComp did not establish that it had the kind of experience that would enable it to compete for the work contemplated by the VA’s planned contract. View "CliniComp International, Inc. v. United States" on Justia Law

CGI Technologies and Solutions, Inc. ("CGI"), and Clinton Carter, in his capacity as Director of the Alabama Department of Finance, separately petitioned the Alabama Supreme Court for a writ of mandamus directing the Montgomery Circuit Court to dismiss, for lack of subject-matter jurisdiction, an action filed by Jim Zeigler challenging a contract between CGI and the State of Alabama on the basis that the contract violated Alabama's competitive-bid law. In 1982, the State of Alabama, through the Department of Finance, entered into a software contract with American Management Systems, Inc. ("AMS"), that granted the State a license to install a local-government finance-system package on computers in the Finance Department. There was no dispute that the 1982 contract was competitively bid. In 2004, AMS was acquired by CGI. Over subsequent years, the 1982 contract was amended; Amendment 13 became known as the State of Alabama Accounting Resources System ("STAARS"). The State and CGI entered into four amendments addressing STAARS between March 2014 and September 2015. On March 31, 2017, the State and CGI entered into a letter agreement memorializing an understanding "relative to concluding work" on STAARS. The letter agreement noted that "CGI acknowledges the State's intent to begin transition to an in-house delivery plan or to award a new contract for operational services and support for STAARS within 90 days of the date of this letter, after which, CGI will provide Disengagement Services." Also, the letter agreement recognized a "winding down" of the contractual relationship between CGI and the State, which was to conclude by September 30, 2017. Other than the "winding-down period," the State agreed that "CGI has satisfied its contractual obligations with respect to the STAARS project and software and services provided by CGI under the STAARS Contract." The State contracted for further services from CGI after October 1, 2017, but not extending beyond November 29, 2017. According to Zeigler, in December 2015 he first learned that the amendments authorizing and implementing STAARS had not been competitively bid. CGI filed a motion to dismiss the amended complaint, arguing Zeigler lacked standing to bring this suit, and his statutory authority for his cause of action only allowed as remedy enjoining the contract that violated the competitive-bid law. The circuit court dismissed all but count one of Zeigler's complaint, leading to this request for mandamus relief. Because performance under the 1982 contract, including the STAARS amendments, was complete. the Alabama Supreme Court found there was no performance to enjoin, and no further remedy available to Zeigler for the alleged violation of the Competitive Bid Law. Therefore, the Court agreed with petitioners that Zeigler's claims were moot, and granted the writs. View "Ex parte Carter, in his capacity as Director of Finance for the State of Alabama." on Justia Law

Plaintiffs each entered into agreements to provide services to Voice of America (VOA), a U.S. government-funded broadcast service. The agreements were a series of individual purchase order vendor (POV) contracts that each plaintiff entered into over several years with the Broadcasting Board of Governors (BBG), which oversees VOA. In 2014, the Office of Inspector General for the U.S. Department of State issued a report that was critical of the BBG’s use of POV contracts, concluding that the BBG was using such contracts in some cases to obtain personal services. Plaintiffs filed a class action complaint alleging that, along with other individuals who have served as independent contractors for VOA, they should have been retained through personal services contracts or appointed to positions in the civil service. If their contracts had been classified as personal services contracts or they had been appointed to civil service positions, they alleged, they would have enjoyed enhanced compensation and benefits. The Claims Court dismissed and denied their request for leave to file a proposed second amended complaint. The Federal Circuit affirmed, rejecting several contract-based claims, seeking damages for the loss of the additional compensation and benefits to which Plaintiffs contend they were entitled. Plaintiffs have set forth no viable theory of recovery. View "Lee v. United States" on Justia Law

The Supreme Court affirmed the judgment of the trial court entering judgment on the jury’s general verdict in favor of real-estate developers (Developers) and against the City of Rapid City in this suit seeking to recover the prospective cost of repairing roads in a development outside Rapid City.Specifically, the Court held that the circuit court did not err by (1) denying the City’s motion for summary judgment on the issue of liability; (2) excluding evidence of the Developers’ litigation and settlement with their subcontractors; (3) granting one of the developer’s motion for judgment as a matter of law; (4) instructing the jury on estoppel defenses; and (5) not instructing the jury on the City’s public-nuisance claim. View "City of Rapid City v. Big Sky, LLC" on Justia Law

In this appeal arising from a construction contract dispute, the Supreme Court held (1) complete and strict performance is required for all construction contract terms relating to the design and construction itself, but ordinary contract principles, including the traditional Massachusetts materiality rule, apply to breaches of other provisions, such as the one at issue in this case governing payment certifications; and (2) as recovery sought under a theory of quantum meruit, good faith applies to the contract as a whole, and the intentional commission of breaches of individual contract provisions must be considered in the overall context.A superior court judge in this case concluded that Plaintiff was barred from seeking recovery on the contract or under quantum meruit because it intentionally filed false certifications of timely payments to subcontractors. It also concluded that Defendant could not maintain a fraud action against Plaintiff, in which it sought damages in addition to a payment Defendant had already withheld, because any recovery would be duplicative. The Supreme Judicial Court held (1) Plaintiff’s false certifications and intentional subcontractor payment delays constitute a material breach of the contract and precluded recovery for breach of contract; (2) disputed material facts precluded summary judgment on the quantum meruit claim; and (3) the dismissal of Defendant’s fraud claim against Plaintiff was error. View "G4S Technology LLC v. Massachusetts Technology Park Corp." on Justia Law

University Park hired Linear as its Village Manager through May 2015, concurrent with the term of its Mayor. In October 2014 the Village extended Linear’s contract for a year. In April 2015 Mayor Covington was reelected. In May, the Board of Trustees decided that Linear would no longer be Village Manager. His contract provides for six months’ severance pay if the Board discharges him for any reason except criminality. The Village argued that the contract’s extension was not lawful and that it owes Linear nothing. The district court agreed and rejected Linear’s suit under 42 U.S.C. 1983, reasoning that 65 ILCS 5/3.1-30-5; 5/8-1-7 prohibit a village manager's contract from lasting beyond the end of a mayor’s term. The Seventh Circuit affirmed on different grounds. State courts should address the Illinois law claims. Linear’s federal claim rests on a mistaken appreciation of the role the Constitution plays in enforcing state-law rights. Linear never had a legitimate claim of entitlement to remain as Village Manager. His contract allowed termination without cause. His entitlement was to receive the contracted-for severance pay. Linear could not have a federal right to a hearing before losing his job; he has at most a right to a hearing to determine his severance pay--a question of Illinois law. View "Linear v. Village of University Park" on Justia Law

In 2003, the Coalition Provisional Authority (CPA) was established to rule Iraq pending transfer of authority to the Iraqi Interim Government (IIG). CPA awarded Agility a Contract to operate warehouses, providing that “[t]he obligation under this contract is made with Iraqi funds.” Agility acknowledged the impending transfer of authority and CPA’s scheduled dissolution. CPA authorized the IIG Minister of Finance to delegate contract administration to CPA’s Program Management Office (PMO). CPA administered Development Fund for Iraq (DFI), composed of various sources, including revenue from sales of Iraqi petroleum and natural gas. The IIG Minister delegated contract-administration responsibility concerning DFI-funded contracts to the PMO but did not give PMO contracting authority. Subsequent Contract task orders obligated U.S. funds. A U.S. contracting officer (CO) determined that Agility owed the government $81 million due to overpayment. Separately, Agility unsuccessfully sought $47 million for unpaid fees. The Armed Services Board of Contract Appeals dismissed Agility's appeals for lack of jurisdiction under the Contract Disputes Act (CDA), 41 U.S.C. 7101–7109. The Federal Circuit affirmed. The Board’s CDA jurisdiction is limited to contracts “made by an ‘executive agency.’” CPA was not an executive agency under the CDA. CPA awarded the Contract and there was no evidence that it was novated or assigned to an executive agency. The government acted as a contract administrator, not as a contracting party. View "Agility Logistics Services Co., KSC v. Mattis" on Justia Law

The terms of the insurance policy at issue in this coverage dispute required a written contract between the named insured and an additional insured if coverage was to be extended to an additional insured, and therefore, Liberty Insurance Underwriters was entitled to summary judgment.Gilbane Building Co. and TDX Construction Corporation (collectively, Gilbane JV) was the construction manager for a new forensic laboratory, and Samson Construction Co. was the general contractor. Samson obtained general liability insurance coverage from Liberty Insurance Underwriters. When disputes arose over the construction, Gilbane JV commerced this lawsuit arguing that it qualified for coverage under the Liberty policy as an additional insured. Gilbane JV had no written contract with Samson denominating it as an additional insured but argued that no such contract was necessary. Supreme Court denied Liberty’s motion for summary judgment, determining that Gilbane JV was an additional insured under the policy. The Appellate Division reversed and granted Liberty’s motion. The Court of Appeals affirmed based on the terms of the policy at issue. View "Gilbane Building Co./TDX Construction Corp. v St. Paul Fire & Marine Insurance Co." on Justia Law

The terms of the insurance policy at issue in this coverage dispute required a written contract between the named insured and an additional insured if coverage was to be extended to an additional insured, and therefore, Liberty Insurance Underwriters was entitled to summary judgment.Gilbane Building Co. and TDX Construction Corporation (collectively, Gilbane JV) was the construction manager for a new forensic laboratory, and Samson Construction Co. was the general contractor. Samson obtained general liability insurance coverage from Liberty Insurance Underwriters. When disputes arose over the construction, Gilbane JV commerced this lawsuit arguing that it qualified for coverage under the Liberty policy as an additional insured. Gilbane JV had no written contract with Samson denominating it as an additional insured but argued that no such contract was necessary. Supreme Court denied Liberty’s motion for summary judgment, determining that Gilbane JV was an additional insured under the policy. The Appellate Division reversed and granted Liberty’s motion. The Court of Appeals affirmed based on the terms of the policy at issue. View "Gilbane Building Co./TDX Construction Corp. v St. Paul Fire & Marine Insurance Co." on Justia Law