Seven Seas Shipchandlers, LLC

CourtArmed Services Board of Contract Appeals
DecidedMarch 4, 2015
DocketASBCA No. 57875, 57876, 57877, 57878, 57879
StatusPublished

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Bluebook
Seven Seas Shipchandlers, LLC, (asbca 2015).

Opinion

ARMED SERVICES BOARD OF CONTRACT APPEALS

Appeals of -- ) ) Seven Seas Shipchandlers, LLC ) ASBCA Nos. 57875, 57876, 57877 ) 57878,57879 Under Contract Nos. W91B4L-09-P-0518 ) W91B4L-09-P-0318 ) W91B4L-09-P-0436 ) W91B4L-09-P-0465 ) W91B4L-09-P-0585 )

APPEARANCE FOR THE APPELLANT: Joseph E. Schmitz, Esq. Schmitz & Socarras LLP McLean, VA

APPEARANCES FOR THE GOVERNMENT: Raymond M. Saunders, Esq. Army Chief Trial Attorney Brian E. Bentley, Esq. Trial Attorney

OPINION BY ADMINISTRATIVE JUDGE NEWSOM

In this appeal, we consider the question of which party bears the risk of theft of a cash payment intended for a contractor. The government tendered $240,549.90 in Afghan cash to Muhummad Qahir (Mr. Qahir), intended as payment on five of appellant's contracts. Mr. Qahir disappeared with the cash. The government argues that its payment obligation was fulfilled because Mr. Qahir possessed apparent authority to collect cash payments for the contractor. It contends that the contractor manifested assent to Mr. Qahir's apparent authority when it failed to object after Mr. Qahir twice collected cash payments. The contractor contends that Mr. Qahir had no authority to accept payment, and it brought claims seeking payment. We previously denied appellant's Motion for Partial Summary Judgment asserting that the government had not proved its affirmative defense that appellant was paid for its performance. 13 BCA ,-i 35,193, recon. denied, 13 BCA ,-i 35,288.

The parties waived hearing and submitted the case upon the record pursuant to Board Rule 11. Pursuant to the Board's 17 January 2012 Order, only entitlement is before the Board.

Having considered the briefs and record evidence, the Board holds that the government has not carried its burden to prove that it paid appellant. In the circumstances presented here, we conclude that apparent authority is not an issue for decision in this appeal. Appellant is entitled to payment from the government, plus applicable interest. FINDINGS OFF ACT

1. These appeals arise out of five separate firm-fixed-price contracts awarded by the Kandahar Regional Contracting Center to Seven Seas between January and May 2009. The contracts required Seven Seas to deliver various supplies to Kandahar Air Field (KAF) in Afghanistan in 2009.

The Five Contracts at Issue

2. Contract No. W91B4L-09-P-03 l 8 (Contract 318), was awarded on 28 January 2009 and required Seven Seas to supply five generators at a total price of $96,429.65 (R4, tab 10). Contract No. W91B4L-09-P-0436 (Contract 436), awarded on or about 12 March 2009, required Seven Seas to supply information systems hardware at a total price of$14,442.45 (R4, tab 19). Contract No. W91B4L-09-P-0465 (Contract 465), awarded 28 March 2009, required Seven Seas to supply refrigerant line sets and thermostat wire at a total price of $2,483.30 (R4, tab 28). None of the first three contracts - neither Contract 318, Contract 436, nor Contract 465 - specified a method of payment (R4, tabs 10, 19, 28).

3. The last two contracts at issue did specify payment methods. On 23 April 2009, Contract No. W91B4L-09-P-0518 (Contract 518) was awarded, requiring Seven Seas to supply generators at a total price of$125,885.76 (R4, tab 1). Contract 518 contained two clauses addressing method of payment: ( 1) FAR 52.232-34, PAYMENT BY ELECTRONIC FUNDS TRANSFER - OTHER THAN CENTRAL CONTRACTOR REGISTRATION (MA y 1999); and (2) 952.232-0002, PAYMENT IN LOCAL CURRENCY (AFGHANISTAN) (MAR 2009) (id. at 7, 18).

4. FAR 52.232-34, PAYMENT BY ELECTRONIC FUNDS TRANSFER - OTHER THAN CENTRAL CONTRACTOR REGISTRATION (MA y 1999), required that "[a]ll payments by the Government under this contract shall be made by electronic funds transfer (EFT) except as provided in paragraph (a)(2) of this clause." If EFT did not work, Paragraph (a)(2) provided that the contractor agreed in advance to "[a]ccept payment by check or some other mutually agreeable method of payment." (R4, tab 1 at 7)

5. Clause 952.232-0002, p AYMENT IN LOCAL CURRENCY (AFGHANISTAN) (MAR 2009), granted the government discretion to pay the contractor by cash in Afghanistan currency; by check; or by various forms of electronic funds transfer. It provided, however, that if cash payment was made, the cash must be "dispersed in a manner prescribed by the U.S. Military Local Finance Office." (R4, tab 1at18-19)

6. Finally, on 3 May 2009, Contract No. W91B4L-09-P-0585 (Contract 585) was awarded, requiring Seven Seas to supply hardware at a total price of$1,338.74

2 (R4, tab 36). Contract 585 lacked FAR 52.232-34, but contained the same clause 952.232-0002, PAYMENT IN LOCAL CURRENCY (AFGHANISTAN) (MAR 2009), included in Contract 518 (id. at 8).

Arrangement to Pay Seven Seas in Cash

7. The facts concerning how cash payments came to be made to Seven Seas are critical to both parties' arguments, so we describe them in some detail. The government's KAF Commercial Vendor Services section (CVS) was the payment office that paid contractors such as Seven Seas (R4, tab 7 at 123). CVS cashiers dispensed money, and a Noncommissioned Officer-in-Charge (NCOIC) supervised the CVS and the cashiers (app. supp. R4, tab L, Leomiti (Leomiti dep.) at 59-60, 62, 101).

8. Initially during the relevant period, the CVS NCOIC was Sergeant (SGT) James P. Velasquez (R4, tab 7 at 123).

9. Seven Seas had been paid through EFT on other contracts, and it received at least nine EFT payments on unrelated contracts between January and 1 June 2009 (app. supp. R4, tab A). On 7 February 2009, however, SGT Velasquez offered to pay Seven Seas in cash, so that Seven Seas could avoid EFT transaction fees (R4, tab 7 at 123). SGT Velasquez's 7 February 2009 email stated: "[w]hen we EFT your payments you occur [sic] a fee because your bank is out of Afghanistan. If you can come into our office we can pay you in US Cash." (Id.)

10. SGT Velasquez did not identify a specific contract to which his 7 February 2009 offer to pay in cash would apply. However, he described the CVS as "the office that pays the contracts for Kandahar" (R4, tab 7 at 123), and as both parties assume that he meant it to apply to all contracts payments made by the KAF CVS, (gov't br. at 9; app. reply br. at 8), the Board finds that this cash payment arrangement was intended to apply to any contract paid through the KAF CVS during the relevant period.

11. Seven Seas operations executive, Sadiq Maruf (Mr. Maruf), accepted the offer to receive payments in cash. Significantly, he identified three individuals who were authorized to receive cash on behalf of Seven Seas. His 8 February 2009 email stated: "[a]s per your telecon with Mr. Andy, please note we will accept cash in US$. Kindly note the following personnel are authorized to collect cash from you." The three persons "authorized to collect cash" for Seven Seas were Raja Khan, Saeed Khan, and Shabbeer Bajwa. (R4, tab 7 at 122)

12. Mr. Maruf did not expressly authorize Mr. Qahir to accept payment for Seven Seas (R4, tab 7 at 122). Mr. Qahir was not a Seven Seas employee, although he was known to Seven Seas personnel (id. at 125, Declaration of Raja Khan (Khan decl.) ~ 3).

3 First Cash Payment Dispensed to Mr. Qahir, Without Incident

13. Thereafter, despite that Seven Seas did not authorize Mr. Qahir to receive cash payments, on two occasions, the government dispensed cash payments to Mr. Qahir without incident. Both occurred on contracts not at issue in these appeals.

14. The first occasion occurred on or about 25 March 2009. Seven Seas contract administrator Raja Khan (Mr. Khan) asked Mr. Qahir to deliver an invoice to the contracting officer, Senior Airman Austin DeRose. (Khan decl. ~ 4) Mr. Khan did not direct Mr. Qahir to go to the CVS nor obtain payment (id.).

15. Mr.

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