Pacificorp Capital, Inc. v. United States

37 Cont. Cas. Fed. 76,292, 25 Cl. Ct. 707, 1992 U.S. Claims LEXIS 137, 1992 WL 68805
CourtUnited States Court of Claims
DecidedApril 5, 1992
DocketNo. 452-87C
StatusPublished
Cited by16 cases

This text of 37 Cont. Cas. Fed. 76,292 (Pacificorp Capital, 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
Pacificorp Capital, Inc. v. United States, 37 Cont. Cas. Fed. 76,292, 25 Cl. Ct. 707, 1992 U.S. Claims LEXIS 137, 1992 WL 68805 (cc 1992).

Opinion

OPINION

HORN, Judge.

BACKGROUND

This case is before the court on the plaintiffs’ motion, and the defendant’s cross-motion for summary judgment. Plaintiffs, Datapoint Corporation (Datapoint) and Pacificorp Capital, Inc. (Pacificorp), brought this action under the Contract Disputes Act of 1978, 41 U.S.C. §§ 605(a)-605(c) (1988). The jurisdiction of this court is uncontested under 28 U.S.C. § 1491 (1988), as to plaintiff Datapoint.1

[710]*710This is an action for breach of contract based on a General Services Administration (GSA) schedule contract for procurement of automatic data processing equipment (ADPE or Datapoint equipment). In the Complaint filed with this court, plaintiffs seek $160,449.67, plus interest, costs and attorney’s fees, as the sum of the unpaid lease payments claimed due to them under six delivery orders issued in accordance with the contract. The delivery orders were executed by the United States Department of the Air Force, Department of the Army and Department of the Navy, pursuant to the terms and conditions of the fiscal year 1986 General Services Administration schedule contract (FY ’86 GSA schedule contract) with Datapoint.2 The Datapoint equipment contracted for was to be used by several branches of the military and distributed through the services’ contracting supply centers to: Scott Air Force Base, Illinois (Claim No. 1); United States Army Garrison, Fort Ritchie, Maryland (Claim No. 2); Navy Supply Center, San Diego, California (Claim No. 3); Navy Supply Center, Norfolk, Virginia (Claim No. 4); Marine Corps Air Station, Cherry Point, North Carolina (Claim No. 5); and Randolph Air Force Base, Texas (Claim No. 6).

After careful consideration of the briefs filed by the parties, the oral argument held on the cross-motions for summary judgment, consideration of the numerous supplemental materials filed by the parties, and for the reasons discussed below, the plaintiffs’ Motion for Summary Judgment is, hereby, DENIED, and the defendant’s Cross-Motion for Summary Judgment is GRANTED.

FACTS

Plaintiff, Datapoint, is a manufacturer and vendor of automatic data processing equipment, which specializes in leasing these systems to government agencies. Prior to the start of FY ’86, Datapoint entered into negotiations with the General Services Administration (GSA) to continue their schedule contract whereby other agencies of the government were able to acquire data processing equipment from Datapoint in accordance with the process, terms and conditions set forth in the schedule contract. Negotiations between GSA and Datapoint over the terms and conditions of Datapoint’s FY ’86 GSA schedule contract resulted in two significant changes from prior GSA/Datapoint contracts.

First, under the terms and conditions of the FY '86 GSA schedule contract with Datapoint, government agencies were no longer able to enter “basic monthly rental” agreements for automatic data processing equipment. Agencies wishing to commission Datapoint equipment could either purchase the equipment outright or enter into the Federal Lease to Ownership Plan (FLTOP) contract developed in the provisions of the FY ’86 GSA schedule contract.

[711]*711The FY ’86 GSA schedule contract with Datapoint begins:

TERMS AND CONDITIONS APPLICABLE TO RENTAL OF GENERAL PURPOSE AUTOMATIC DATA PROCESSING EQUIPMENT AND PUNCHED CARD EQUIPMENT

NOTICE — NOTWITHSTANDING THE TERMS AND CONDITIONS CONTAINED HEREIN, BASIC MONTHLY RENTAL IS NOT AVAILABLE UNDER THIS SPECIAL ITEM. AGENCIES DESIRING TO RENT MACHINES MUST ISSUE ORDERS UNDER AND BE SUBJECT TO THE PROVISIONS OF THE FEDERAL LEASE TO OWNERSHIP PLAN (FLTOP).
Agencies may issue renewal orders for previously installed rented equipment under the prices, terms and conditions of the Federal Lease to Ownership Plan (FLTOP) set forth in Special Item 132-1 or effect a purchase of the machine under the purchase of installed provisions set forth in Special Item 132-1. The actual purchase conversion price is determined by the date the notice to exercise the option to purchase or convert to FLTOP is received by Datapoint. Funded orders to effect purchase under the FLTOP, will be accepted provided they are received by Datapoint on or before January 2, 1986. Should the Government decide, on or before January 2, 1986 to return the equipment to Data-, point, the Government shall issue a delivery order for the appropriate rental and maintenance charges to cover the period from October 1, 1985 up to and including the rental termination date not later than January 2, 1986.
For those machines which on September 30, 1985, were rented under the Monthly Rental provisions contained in Special Item 132-1 of Contract No. GS00K8501S5907 [FY ’85 GSA schedule contract with Datapoint], agencies may, through January 2, 1986, elect to exercise the purchase option provisions of this contract in lieu of placing the machine under the Federal Lease to Ownership Plan (FLTOP). * * * [Provided that order exercising the purchase option is received by Datapoint no later than January 2, 1986. After this date, the purchase option provisions shall no longer be available, * * * and the equipment will automatically convert to a FLTOP.

The second significant change from the FY ’85 agreement was in the terms of the FY ’86 FLTOP contract itself, specifically, the Intent Clause of that contract. The FY ’86 FLTOP Intent Clause reads:3

1. STATEMENT OF INTENT
a. INTENT
(1) It is understood by all parties to this contract that this is an arrangement, that it is a lease to ownership contract. In that regard, the Government as lessee, contemplates fulfilling that agreement.

Other terms of the Datapoint FY ’86 base FLTOP contract pertinent to the instant suit are:

2. GENERAL
a. PERIOD OF LEASE
(1) The “Initial Term” of the DATA-POINT FLTOP or the DATAPOINT FLTOP C is from the commencement date to the following September 30. Suc[712]*712cessive “Renewal Terms” (described below) coinciding with the October 1 to September 30 fiscal year of the Government are contemplated by the parties for an Aggregate Contract Term of 36 months on new business type transactions (DATAPOINT FLTOP) or 24 months on conversion type transactions (DATAPOINT FLTOP C). The Machines to be procured under the DATAPOINT FLTOP C have an expected life equal to or greater than the aggregate contract term selected by the Government.
(2) Subject to the provisions of this Paragraph, the Government has the option to renew the DATAPOINT FLTOP or DATAPOINT FLTOP C each fiscal year for an additional twelve (12) month Renewal Term for the equipment contracted under this Plan until completion of the Aggregate Contract Term specified in Paragraph 2.b.(l), at the prices set forth in the Price List, by giving written notice of renewal to DATAPOINT on the first of October of each fiscal year or as soon as practicable.

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Cite This Page — Counsel Stack

Bluebook (online)
37 Cont. Cas. Fed. 76,292, 25 Cl. Ct. 707, 1992 U.S. Claims LEXIS 137, 1992 WL 68805, Counsel Stack Legal Research, https://law.counselstack.com/opinion/pacificorp-capital-inc-v-united-states-cc-1992.