Seaboard Lumber Co. v. United States

19 Cl. Ct. 310, 1990 WL 5438
CourtUnited States Court of Claims
DecidedJanuary 26, 1990
DocketNo. 273-86C
StatusPublished
Cited by8 cases

This text of 19 Cl. Ct. 310 (Seaboard Lumber Co. 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
Seaboard Lumber Co. v. United States, 19 Cl. Ct. 310, 1990 WL 5438 (cc 1990).

Opinion

OPINION

ROBINSON, Judge.

This matter is before the court on plaintiff’s breach of contract suit regarding a timber sale contract. Plaintiff has moved for summary judgment, and defendant has cross-moved for summary judgment. The parties agree that there are no material issues of fact in dispute. For the following reasons, plaintiff’s motion for summary judgment will be denied and defendant's cross-motion for summary judgment will be granted.

Factual Background

This case involves a timber sale contract between the United States Department of Agriculture Forest Service (Forest Service) and plaintiff, Seaboard Lumber Company. The contract provides for the sale from defendant to plaintiff of 6,000 MBF of Douglas Fir, Western Hemlock, and other coniferous species from the sale area in the Mt. Baker-Snoqualmie National Forest (sale area). The sale area comprised 190 acres in King County, Washington.

Plaintiff conducted timber harvest operations between September and December 1983. During the winter of 1983-84, a wind storm “blew down” the timber in and adjacent to Units 2, 3, and 4 of the sale area. The contract contains clauses defining “catastrophic damages.” These clauses permit a negotiated, joint modification of the contract in the event of “catastrophic damage.” However, if catastrophic damage occurs and the parties fail to agree to a modification, these provisions require the Forest Service to unilaterally terminate the contract.

On or about March 16, 1984, plaintiff’s and defendant’s representatives met to review the results of the winter blowdown, and the procedures available under the contract for modification, and to determine what steps should be taken regarding the “catastrophic damage” which occurred on the sale area. Meanwhile, plaintiff unilaterally recommenced timber harvesting activities in the sale area in April 1984, and continued these activities through July 1984. From April to mid-September, the parties attempted to negotiate a mutually agreeable contract modification. Defendant proposed a formal contract modification under Clause B8.33, which provides for accelerated removal of the blowdown timber and a reduction of stumpage rates. On June 29,1984, plaintiff rejected this proposal because it objected to the accelerated volume removal requirement. After the parties met on July 18,1984, plaintiff again advised defendant that the proposed modification was unacceptable and requested termination. Defendant, on or about August 20,1984, made another proposal which included additional blowdown outside the cutting units and permitted the Forest Service to use defendant’s sale access so other purchasers could salvage timber. Plaintiff, [313]*313by letter dated August 27, 1984, categorically rejected this proposal which was defendant’s last proposal. Plaintiff made no counter proposals to any of defendant’s proposals throughout the entire negotiation period.

On September 30, 1984, the Regional Forester by letter cancelled the contract under Standard Provision B8.222 and 37 CFR 223.116(a)(3). The concluding statement in the letter said, that “this action is necessary to expedite removal of windblown timber and minimize losses through deterioration.”1

When the contract was terminated, 1,312 MBF board feet of timber remained on the sale site from plaintiff’s earlier harvesting efforts. Defendant does not dispute that it knew of plaintiff’s harvesting efforts which began in April and ended in July, 1984.

By letter dated November 21,1984, plaintiff filed a claim within the meaning of the Disputes Clause, Clause C9.2 of the contract, with the contracting officer of the Mt. Baker-Snoqualmie National Forest, seeking recovery of $33,600 with interest.2 Plaintiff allegedly incurred these costs after it recommenced harvesting and before the date of the contract termination. The November 21, 1984 letter, although specifically referring to the Disputes Clause C9.2, made no reference to Clause C8.2 which provides for termination by the Forest Service under specified circumstances. If terminated under Clause C8.2, Clause C9.5 of the contract makes the Forest Service liable for certain identified costs and expenses incurred by the contractor.3

The Forest Service denied plaintiff’s claim-filed under the Disputes Clause C8.2 — on April 29, 1985. That same day, plaintiff filed its complaint in this court seeking de novo review of the contracting officer’s adverse decision. On August 12, 1986, plaintiff filed its first amended complaint.4

[314]*314DISCUSSION

Summary judgment is appropriate when there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law. RUSCC 56(c). An adverse party, however, may not rest upon the mere allegations or denials of his pleading. RUSCC 56(f).

When considering cross motions for summary judgment, the court must evaluate each party’s motion on its own merits. Mingus Constructors v. United States, 812 F.2d 1387 (Fed.Cir.1987). Cases which involve contract interpretation are particularly suitable for resolution by summary judgment since contract interpretation is a matter of law. Government Systems Advisors v. United States, 847 F.2d 811 (Fed.Cir.1988). When the record as a whole would not lead a rational trier of fact to find for the nonmoving party, there is no genuine issue for trial. Matsushita Elec. Indus. Co. v. Zenith Radio Cory., 475 U.S. 574, 587, 106 S.Ct. 1348, 1356, 89 L.Ed.2d 538 (1986). The court agrees with the parties that there are no genuine issues of material fact in dispute in this case. The court finds that this case is appropriate for disposition on the parties’ motions for summary judgment.

The paramount issue is whether the contract provides for payment to plaintiff where defendant has terminated the contract due to catastrophic damage. Resolution of this issue requires a careful analysis of the applicable contract provisions in light of accepted principles of construction.

The interpretation of a contract is a question of law. See B.D. Click Co. v. United States, 222 Ct.Cl. 290, 297, 614 F.2d 748, 752 (1980). The court’s function in interpreting the relevant documents is to discern the parties’ intentions using well established rules of construction. See Alvin, Ltd. v. U.S. Postal Service, 816 F.2d 1562, 1565 (Fed.Cir.1987); SCM Cory. v. United States, 230 Ct.Cl. 199, 203, 675 F.2d 280, 283 (1982); Rice v. United States, 192 Ct.Cl. 903, 908, 428 F.2d 1811, 1314 (1970); Dynamics Cory, of America v. United States, 182 Ct.Cl. 62, 72, 389 F.2d 424, 429 (1968).

The court must interpret the contract to determine what the parties agreed to in their bargain. See Salem Engineering and Construction v. United States, 2 Cl.Ct.

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Bluebook (online)
19 Cl. Ct. 310, 1990 WL 5438, Counsel Stack Legal Research, https://law.counselstack.com/opinion/seaboard-lumber-co-v-united-states-cc-1990.