Comprehensive Designers, Inc. v. United States

545 F.2d 1283, 23 Cont. Cas. Fed. 80,875, 212 Ct. Cl. 88, 1976 U.S. Ct. Cl. LEXIS 329
CourtUnited States Court of Claims
DecidedDecember 15, 1976
DocketNo. 632-71
StatusPublished
Cited by1 cases

This text of 545 F.2d 1283 (Comprehensive Designers, Inc. v. United States) is published on Counsel Stack Legal Research, covering United States Court of Claims primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Comprehensive Designers, Inc. v. United States, 545 F.2d 1283, 23 Cont. Cas. Fed. 80,875, 212 Ct. Cl. 88, 1976 U.S. Ct. Cl. LEXIS 329 (cc 1976).

Opinion

Bennett, Judge,

delivered the opinion of the court:

This renegotiation case is before the court on the parties’ cross-motions for summary judgment. The parties have stipulated that if the plaintiffs’ defense-related contracts are held subject to the Renegotiation Act of 1951, as amended, 50 U.S.C. App. §§ 1211 et seq. (1970), then plaintiffs, renegotiated as a consolidated group, see 50 U.S.C. App. § 1215(a) (1970), realized excessive profits of $1,515,000. We now hold that the contracts at issue are subject to the provisions of the Act.

[91]*91The two plaintiffs, Comprehensive Designers, Inc. (CDI) and its British-'based subsidiary, Comprehensive Designers International Limited (CDIL), entered into requirements contracts with American defense contractors to perform certain personnel and office supply services in their fiscal year 1967. CDI’s primary contractor-client was the Lockheed-Georgia Division of Lockheed Aircraft Corporation (Lockheed);1 CDIL’s nearly exclusive client was Lockheed. At that time Lockheed was engaged in designing and building the C-5A aircraft for the Government, and was in need of additional engineering and technical personnel for a temporary period. Plaintiffs were in the business of recruiting such personnel to perform work for other firms at the firms’ direction, and were awarded contracts by Lockheed under which plaintiff would submit engineers’ and technicians’ resumes to Lockheed. Several other contractors like the plaintiffs were also given these requirements contracts. They then competed with one another for the placement of personnel with Lockheed, for Lockheed alone determined whom it would hire, and for what duration. However, it was only upon the hiring of the employee that any profit accrued to the personnel contractor.

Plaintiffs received payments from Lockheed covering the salaries, taxes, and fringe benefits of the personnel offered by plaintiffs and hired by Lockheed, along with a profit for plaintiffs. CDIL in addition performed such functions for Lockheed as the rental of office space and the rental or purchase of office supplies and engineering equipment; it received fees covering its expenses for these functions, plus a profit. Plaintiffs carried the Lockheed-hired personnel on their payrolls and performed all the necessary tax and fringe-benefit accounting. Lockheed at all times controlled the temporary employees’ working hours and activities, approved their vacations, commingled them with its permanent staff, and retained the right to terminate any or all of them without cause.

The [Renegotiation Act makes subcontracts with defense contractors subject to its provisions. It defines “subcontract,” [92]*92in section 103(g), 50 U.S.C. App. § 1213(g) (1970), to mean “(1) any purchase order or agreement * * * to perform all or any part of the work, or to make or furnish any materials, required for the performance of any other contract [subject to renegotiation] * * * but such term does not include any purchase order or agreement to furnish office supplies * * A Renegotiation Board regulation, 32 C.F.R. § 1452.4(b) (1) (1967), elaborates on this definition:

* * * An agreement * * * is a renegotiable subcontract if it is: (i) For the sale or processing of an end product which is to be delivered under a renegotiable prime contract; or (ii) for the sale or processing of materials to be physically incorporated in such end product; or * * * (v) for the performance of services directly required for the performance of prime contracts * * * included in (i) [or] (ii) * * * of this subparagraph.

Defendant maintains that plaintiffs performed services “directly required” for the processing of a renegotiable end product or its material components when they sent qualified personnel to Lockheed to work on the C-5A’s design, and then managed the related payroll accounting. Opposing this, plaintiffs argue that Lockheed’s control of the temporary employees’ work activities was so pervasive that the employees must be considered to have done their work in Lockheed’s name alone. Defendant’s response is that, no matter who was responsible for the employees’ daily activities, the definition of “subcontract” in the statute and regulations is extremely broad and reaches all who contribute to creating higher prices for the Government in the course of making products for it, citing Providence Wool Combing Co. v. Secretary of War, 14 T.C. 979 (1950).

Providence Wool, an early renegotiation case, arose under the Renegotiation Act of 1942 but involved the same definition of subcontract and the same legislative history of that definition as this case. There, the Tax Court considered the scope of renegotiation sufficiently expansive to touch most every subcontractor who contributed in some fashion to the creation of the product purchased by the Government. After reviewing the legislative history of “subcontract,” the court [93]*93held that the term permitted the renegotiation, of a wool processor who sold to private firms, having no Government contracts, but whose wool was ultimately incorporated in goods the Government bought. The court referred to the “mischief at which the legislative remedy was aimed,” war profiteering, as authority to view the scope of “subcontract” expansively.

In enacting the renegotiation statute, Congress wished to deflate, retroactively, any Government-paid prices (and therefore profits) which were abnormally high due to the lack of adequate price competition in wartime conditions. Major Coat Co. v. United States, 211 Ct. Cl. 1, 543 F. 2d 97 (1976). It did not want the profit-recoupment task arbitrarily stopped short of totally compensating for market aberration, as the Providence Wool opinion noted in speaking of the “mischief” and the “remedy.” When a subcontractor charges a defense contractor a certain price for services, that price becomes part of the price to the Government on the end product, yet it is not renegotiable as far as the prime contractor is concerned, for it is only a deductible renegotiable cost to him. If the subcontractor’s abnormal profit, realized solely because of wartime conditions, cannot be recouped directly from him, it is not touchable at all. This argues, as the Tax Court recognized, for the broadest possible reading of the term “subcontract.” The legislative history discussed in Providence Wool does not support exemption of the present personnel contracts from renegotiation.

Plaintiffs, for the benefit of ODIL’s office space and supply acquisition functions, point to section 103(g) (1)’s exclusion of “agreement^] to furnish office supplies” from the definition of subcontract. They note that the Renegotiation Board itself excludes from the definition of subcontract, agreements for office machines, furniture, and equipment, even though the statutory exclusion does not cover these items. 32 C.F.R. § 1452.4(b) (2) and (b)(3) (1967). However, these exceptions from the Act’s coverage merely reflect the thought that the sale or rental of standard off-the-shelf-items at commercial rates is not likely to give rise to excessive profits; the assumption is that adequate price competí[94]*94tion will always protect the Government in this area.

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Bluebook (online)
545 F.2d 1283, 23 Cont. Cas. Fed. 80,875, 212 Ct. Cl. 88, 1976 U.S. Ct. Cl. LEXIS 329, Counsel Stack Legal Research, https://law.counselstack.com/opinion/comprehensive-designers-inc-v-united-states-cc-1976.