Information Systems & Networks Corp. v. United States

68 Fed. Cl. 336, 2005 U.S. Claims LEXIS 316, 2005 WL 2850779
CourtUnited States Court of Federal Claims
DecidedOctober 28, 2005
DocketNo. 04-632 C
StatusPublished
Cited by10 cases

This text of 68 Fed. Cl. 336 (Information Systems & Networks Corp. 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
Information Systems & Networks Corp. v. United States, 68 Fed. Cl. 336, 2005 U.S. Claims LEXIS 316, 2005 WL 2850779 (uscfc 2005).

Opinion

OPINION

BUSH, Judge.

This contract dispute is currently before the court on Defendant’s Motion for Summary Judgment Concerning Amended Complaint. For the reasons set forth herein, defendant’s motion is granted.

BACKGROUND

I. Factual Background1

Information Systems and Networks Corporation (plaintiff or ISN) is a Maryland corporation with its principal place of business in Bethesda, Maryland. ISN describes itself as a “small, minority owned business” which is “experienced ... in the field of computer/telecommunications/security systems integration engineering.” Compl. ¶ 4. In this breach of contract action, ISN claims that the United States Department of the Air Force (Air Force) failed to pay plaintiff in full for technological products and services that ISN developed for use by the Air Force. The circumstances under which ISN contracted with defendant are worthy of a brief explanation.

Like many other small businesses, ISN’s relationship with the federal government began with its participation in a special program conducted under the auspices of the [338]*338Small Business Act of 1953 (the Act), 15 U.S.C. § 631 et seq. (2000). That federal statute seeks to

aid, counsel, assist, and protect ... the interests of small-business concerns in order to preserve free competitive enterprise [and] to insure that a fair proportion of the total purchases and contracts or subcontracts for property and services for the Government ... be placed with small-business enterprises.

Flexfab, L.L.C. v. United States, 424 F.3d 1254, 1256, 2005 WL 2347854, at *1 (Fed.Cir. Sep.27, 2005) (quoting 15 U.S.C. § 631(a)). Through section 8(a) of the Act, Congress has vested the Small Business Administration (SBA) with authority to “enter into contracts with any procurement agency of the Federal Government to furnish required goods or services, and, in turn, to enter into subcontracts with small businesses for the performance of such contracts.” Id. (quoting Fullilove v. Klutznick, 448 U.S. 448, 463, 100 S.Ct. 2758, 65 L.Ed.2d 902 (1980)); see also 15 U.S.C. § 631(f)(2). Today, SBA uses that statutory authority “to assist eligible small disadvantaged business concerns [to] compete in the American economy through business development.”2 Id. (quoting 13 C.F.R. § 124.1 (2005)); see also 13 C.F.R. §§ 124.1-124.603 (2005) (implementing section 8(a) programs). Typically, when a government agency’s solicitation of a contract is placed in the section 8(a) program, bidding is limited to businesses which are “unconditionally owned and controlled by one or more socially and economically disadvantaged individuals who are of good character and citizens of the United States, and which demonstrate[ ] potential for success.” Id. (quoting 13 C.F.R. § 124.101); Chapman Law Firm v. United States, 63 Fed.Cl. 519, 521 n. 2 (2005) (citing 15 U.S.C. § 637(a)(1)(c)). A section 8(a) contract can be awarded in several ways, including

[a]s a tripartite agreement in which the procuring activity, SBA and the Participant all sign the appropriate contract documents. There may be separate prime and subcontract documents (i.e., a prime contract between the procuring activity and SBA and a subcontract between SBA and the selected 8(a) concern) or a combined contract document representing both the prime and subcontract relationships

13 C.F.R. § 124.508(a)(1). “A subcontractor, such as plaintiff, participating in this SBA program generally is referred to as a ‘section 8(a) contractor’ and this program is generally referred to as the ‘section 8(a) program.’ ” Harris Sys. Int'l, Inc. v. United States, 5 Cl.Ct. 253, 255 n. 2 (1984).

Here, in September 1988, the Air Force District of Washington (AFDW), sought a “small business set-aside procurement” to assist it in creating an “Internetted Warfighting Analysis Capability (IWAC)” program.3 Def.’s Mot. at 7; Pl.’s Resp. at 2. Acting under section 8(a) of the Act, the AFDW entered into an indefinite-quantity contract with the SBA, for provision of the labor, tools, and other services necessary to the project (the prime contract). See 15 U.S.C. § 637(a)(1)(a). The prime contract was identified as No. F49642-88-D-0054. The SBA, which had previously approved ISN’s participation in the section 8(a) program, then subcontracted with plaintiff for performance of the work. See 15 U.S.C. § 637(a)(1)(b); 13 C.F.R. § 124.204(a). That agreement was identified as subcontract No. 3-88-1-2885. The parties agree that, to memorialize those [339]*339contracts, which appeared in the same physical document, “ISN, the SBA, and defendant entered into a Tripartite Agreement ... covering both the Subcontract between the SBA and ISN as well as the Prime Contract between the defendant and the SBA.” Pl.’s Resp. at 3, 6; see Def.’s App. at 002. Under the terms of the tripartite agreement, the Air Force was solely responsible for administering the subcontract, on behalf of SBA, and it alone was entitled to request performance from ISN, through the issuance of “delivery orders.” Pl.’s Resp. at 3-4; Def.’s App. at 033. Plaintiff, in turn, was permitted to make claims under the contract to the Air Force directly, rather than through the SBA.4

On September 14, 1989, the AFDW issued delivery order No. 6009 to ISN, and plaintiff began work on the IWAC project. On June 12, 1990, however, the AFDW partially terminated delivery order No. 6009, for the convenience of the government, pursuant to a standard contract provision which permitted it to do so.5 ISN promptly ceased work on the project, and billed the Air Force for work already performed.6 Not surprisingly, ISN and the AFDW disagreed on the value of the completed portions of the delivery order. On October 23, 1991, ISN filed a certified claim under the Contract Disputes Act of 1978(CDA), 41 U.S.C. § 601 et seq. (2000), seeking reimbursement of its costs. By May 21, 1993, however, no decision on the claim had been issued by the contracting officer.

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Bluebook (online)
68 Fed. Cl. 336, 2005 U.S. Claims LEXIS 316, 2005 WL 2850779, Counsel Stack Legal Research, https://law.counselstack.com/opinion/information-systems-networks-corp-v-united-states-uscfc-2005.