MPE Business Forms, Inc. v. United States

44 Fed. Cl. 421, 1999 U.S. Claims LEXIS 179, 1999 WL 558401
CourtUnited States Court of Federal Claims
DecidedJuly 29, 1999
DocketNo. 97-100 C
StatusPublished
Cited by5 cases

This text of 44 Fed. Cl. 421 (MPE Business Forms, 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
MPE Business Forms, Inc. v. United States, 44 Fed. Cl. 421, 1999 U.S. Claims LEXIS 179, 1999 WL 558401 (uscfc 1999).

Opinion

OPINION

DAMICH, Judge.

This case is before the Court based on cross motions for summary judgment based on the administrative record and review of a decision in MPE Business Forms, Inc., GPO BCA 10-95 (Aug. 16, 1996) [hereinafter “Decision”]. The case concerns the definition of the term “copy,” in context of a contract that provides for payment per “copy.” For example, when a form comprised of three sheets is reproduced, should the printer be paid for one copy or three copies?

FACTS

The facts are straightforward and relatively easy to understand. The Plaintiff, MPE Business Forms, Inc. (“MPE”), submitted the lowest bid1 under an invitation for bid issued by the Government Printing Office (“GPO”). Under this contract, MPE was to provide laboratory reports for the General Services Administration and the Department of Veterans Affairs. The laboratory reports [423]*423are forms that consist of two and three parts, which are known in the printing industry as “snap sets.”

The disputed language comes from the section on pricing the bids. The contract states:

COMPLETE PRODUCT: Prices offered shall include the cost of all required materials and operations necessary for the complete production and distribution (except as specified in item II) listed in accordance with these specifications.

Films will be furnished on the majority of orders.

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R4 File, Tab A, at 11. See Decision, page 10. The disputed language is what “Copies” means in the context of prices “per 1,000 Copies.”

Because the contract officer had not had experience with MPE before, the contract officer discussed the terms of the contract with the company’s president. The contract officer felt comfortable that there was an agreement on how the contract was to be billed. MPE’s president also believed that the parties agreed on how the contract was to be billed. Based upon the apparent agreement, the GPO awarded the contract for fiscal year 1995 Program D201-S to MPE.

After the Plaintiff started performing the contract, the parties disputed how the contractor could charge the government. Essentially, the contract officer2 determined that a form that contained either two or three sheets was a single “copy.” The Plaintiff, unsuccessfully, claimed that a form with three pages required three “copies.” Despite the dispute, the Plaintiff continued to perform, while losing money, to avoid the consequences of defaulting on a government contract.3

The Plaintiff challenged the decision of the contract officer to the Board of Contract Appeals for the Government Printing Office (Board). The Board ruled in favor of the government. The Plaintiff, thereafter, filed the present case in the Court of Federal Claims. Because the facts are not disputed, both parties filed a motion for summary judgment.

Standard of Review

[A] contract with the GPO is not subject to the Contract Disputes Act (CDA), 41 U.S.C. §§ 601-613. This is so because the CDA applies to contracts entered into by executive agencies, 41 U.S.C. § 602(a), whereas here the GPO is not such, but rather is an agency of Congress____Nev[424]*424ertheless, the Claims Court has jurisdiction over this case, inasmuch as plaintiff seeks money damages for breach of an express contract with the United States, under the Tucker Act, 28 U.S.C. § 1491(a)(1). This court will, therefore, review the Board’s decision under Wunderlich Act standards.

Fry Communications, Inc., v. United States, 22 Cl.Ct. 497, 502-03 (1991) (Citations omitted).

The Wunderlich Act states:
No provision of any contract entered into by the United States, relating to the finality or conclusiveness of any decision of the head of any department or agency or his duly authorized representative or board in a dispute involving a question arising under such contract, shall be pleaded in any suit now filed or to be filed as limiting judicial review of any such decision to cases where fraud by such official or his said representative or board is alleged: Provided, however, That any such decision shall be final conclusive unless the same is fradulent [sic] or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith, or is not supported by substantial evidence.

41 U.S.C. § 321.

“No government contract shall contain a provision making final on a question of law the decision of any administrative official, representative, or board.” 41 U.S.C. § 322.

These two statutes establish a two-tiered system of judicial review for decisions' by administrative boards. First, factual determinations are conclusively binding on the district court unless they are shown to be fraudulent, capricious, arbitrary or lacking substantial evidence. Second, legal issues are reviewed under a de novo standard. See Granite Const. Co. v. United States, 962 F.2d 998, 1001 (Fed.Cir.1992).

The Board’s decision requires careful examination. It begins by clearly reciting the facts, including the terms of the contract that are in issue. The Board turns to a central question in the case, whether the contract is ambiguous, and sets forth various means to determine whether “copy” in this contract is ambiguous. The Board also explains what happens if the contract is ambiguous and describes the latent/patent distinction. The section on latent and patent ambiguity is technically unnecessary because the Board “holds” that the contract is not ambiguous and finds that the terms' are clear in the government’s favor. Using a “belt and suspender” approach, the Board also “finds” that the government prevails even if the contract were ambiguous because any ambiguity was patent. The Board may have felt obligated to address whether any ambiguity was patent or latent because the parties briefed that issue. Thus, the Court understands the Board’s desire to respond to the parties’ arguments even when the Board’s answer is superfluous. Cf. Massie v. United States, 166 F.3d 1184 (Fed.Cir.1999) (holding the contract was not ambiguous and also stating that any ambiguity was latent).

The Board, however, goes far beyond what is necessary to its holding and beyond the issues that the parties briefed. After analyzing the various permutations of ambiguity, the Board on its own initiative addresses whether a contract was formed. The Board “finds” that the parties did not have a meeting of the minds. Therefore, no express contract was formed. Having created a conundrum, the Board then “finds” that there is a contract implied in fact.

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Bluebook (online)
44 Fed. Cl. 421, 1999 U.S. Claims LEXIS 179, 1999 WL 558401, Counsel Stack Legal Research, https://law.counselstack.com/opinion/mpe-business-forms-inc-v-united-states-uscfc-1999.