Cray Research, Inc. v. United States

44 Fed. Cl. 327, 1999 U.S. Claims LEXIS 137, 1999 WL 402161
CourtUnited States Court of Federal Claims
DecidedJune 16, 1999
DocketNo. 95-564C
StatusPublished
Cited by11 cases

This text of 44 Fed. Cl. 327 (Cray Research, Inc. v. United States) is published on Counsel Stack Legal Research, covering United States Court of Federal Claims primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Cray Research, Inc. v. United States, 44 Fed. Cl. 327, 1999 U.S. Claims LEXIS 137, 1999 WL 402161 (uscfc 1999).

Opinion

Opinion and Order

WEINSTEIN, Judge.

This case, brought pursuant to the Contract Disputes Act, 41 U.S.C. § 609, concerns a contract between plaintiff and the Central Intelligence Agency (CIA or government) for the acquisition of a Cray Y-MP 8/432 computer system (Y-MP). On July 23, 1998, the court denied the parties’ cross-motions for summary judgment. See Cray Research, Inc. v. United States, 41 Fed.Cl. 427 (1998). The court assumes familiarity with this decision. Trial was held on December 15-17, 1998, in Washington, D.C. The parties filed post-trial briefs on February 1,1999.

Based on its consideration of the trial testimony and the parties’ pre- and post-trial briefs, the court concludes that plaintiffs claims do not merit relief. Accordingly, for the reasons discussed below, the court grants judgment in favor of defendant.

Background

On June 29, 1987, the CIA awarded plaintiff a lease-to-ownership plan ,(LTOP) contract for the acquisition of an X-MP-24 computer system (X-MP) and related peripheral equipment. Pl.2-3.1 The contract’s firm fixed-price was $12,803,181. P1.2.

Section H-10 of the contract contains an annual payment plan (Annual PP) for the XMP purchase price. The Annual PP establishes an initial one-year term with five annual renewal options. PI.44-46. Renewals are evidenced by a modification to the contract, “based on the Government’s determination that the requirements still exists [sic] and that the renewal shall be in the best interests of the Government.” P1.45. Title remains with the contractor until the final installment payment. P1.44, P1.47. In the event of non-renewal, the contractor keeps all money previously paid and the equipment is returned to the contractor. P1.45. “Nonrenewal [does] not obligate the Government for any additional charges.” P1.45.

[329]*329Section H-9 provides that “the Government’s obligation to make ... annual payments is predicated upon the availability of funds and determination that continuation of the A[nnual] PP is in the best interest of the Government.” P1.44. In addition, the government is not responsible for any payments “unless and until funds are made available to the Contracting Officer ... and notice of such availability ... is given to the Contractor.” PI .44. Consistent with sections H-9 and H-10, section F-4.5 specifies a contract term of one year, “from the date of acceptance through September 30, 1988.” P1.35.

On July 20,1989, plaintiff proposed replacing the X-MP with a Cray Y-MP computer system. D71.1. This proposal culminated in modification 9 (Mod 9) to the contract, which “upgrade[d]” the X-MP to a Y-MP. P10.2. Mod 9 increased the total contract price by $14 million to $32 million, approximately.

Mod 9 provides (in pertinent part);

This modification provides for the purchase of a Y-MP8/432 Computer System and related peripherals under an Alternate Payment Plan (A[ltenate] PP) whereby the Government is granted “encumbered” title after installation and acceptance of the equipment, with “clear” title passing after completion of the last Alternate] PP payment. Any reference to a lease arrangement of any kind under this modification is invalid____ Except as provided herein, all terms and conditions of the referenced contract, as heretofore changed, remain unchanged and in full force and effect.

P10.2,10.9.

In December, 1993, based on cost considerations and a change in equipment requirements resulting from the Soviet Union’s break-up, the CIA decided that the Y-MP was no longer needed. P35, P37. On August 5, 1994, the contracting officer notified plaintiff that the CIA did not intend to exercise its FY95 option. P38.1.

On January 31, 1995, plaintiff submitted a claim to the contracting officer for $4,474,-044.27, representing the FY95 payment for the Y-MP, plus interest. P39. On May 12, 1995, the contracting officer denied plaintiff’s claim. P41.12. Plaintiff filed its complaint here on August 18,1995.

Lease or Purchase

The parties agree that, prior to Mod 9, the contract was an LTOP or a lease of the XMP system. The parties also agree that, prior to Mod 9, defendant had the option, each fiscal year, to renew or decline to renew the lease, based on funding considerations, the best interests of the government, or changed circumstances.

Plaintiff asserts that the title passage provisions of Mod 9, under which the Government took “encumbered” title to the Y-MP system after installation and acceptance, with “clear” title passing after the final fiscal year payment, indicate that the parties intended to enter into a contract for the outright purchase of the Y-MP system, even though payment was to be made by installments. In addition, plaintiff points to Mod 9’s express removal from the contract of all references to leases, as evidence that Mod 9 was intended to eliminate contract section H-10, which contained defendant’s renewal option under the LTOP.

Defendant argues that Mod 9 either continued the lease nature of the contract or, alternatively, converted the lease contract to a one-year purchase agreement with an annual option to renew. Defendant states that, although Mod 9 eliminates all references to “lease” from the contract, section H-10 still provides an annual option to renew. In addition, defendant contends that, even if Mod 9 deleted section H-10 from the contract, section H-9 provides an equivalent option right by predicating annual payments on both the availability of funds and a determination that continuation is in the best interests of the government.

Applicable Law

When interpreting a contract, the court looks first to its plain meaning. See Aleman Food Servs., Inc. v. United States, 994 F.2d 819, 822 (Fed.Cir.1993); Gould, Inc. v. United States, 935 F.2d 1271, 1274 (Fed.Cir.1991). The court construes the meaning of particular terms, not according to the actual intentions of the parties at the time but, rather, objectively, as would a “reasonably [330]*330intelligent person acquainted with the contemporaneous circumstances.” Hol-Gar Mfg. Corp. v. United States, 169 Ct.Cl. 384, 351 F.2d 972, 975 (1965). The contract will be interpreted to fulfill the principal objective purposes of the parties, since one party’s subjective, unwritten intent cannot bind the other party. See Firestone Tire & Rubber Co. v. United States, 195 Ct.Cl. 21, 444 F.2d 547, 551 (1971); Singer-General Precision, Inc. v. United States, 192 Ct.Cl. 435, 427 F.2d 1187, 1193 (1970). The court must give reasonable meaning to all parts of the contract, and not render any portion meaningless. See Fortec Constructors v. United States, 760 F.2d 1288, 1292 (Fed.Cir.1985); Thanet Corp. v.

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Cite This Page — Counsel Stack

Bluebook (online)
44 Fed. Cl. 327, 1999 U.S. Claims LEXIS 137, 1999 WL 402161, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cray-research-inc-v-united-states-uscfc-1999.