Systems Application & Tech v. United States

26 F.4th 163

• Court: Court of Appeals for the Fourth Circuit
• Decided: February 14, 2022
• Docket: 20-2275
• Status: Published

Opinion

PUBLISHED

UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT

No. 20-2275

SYSTEMS APPLICATION & TECHNOLOGIES, INC.,

Plaintiff - Appellant,

v.

UNITED STATES OF AMERICA,

Defendant - Appellee.

Appeal from the United States District Court for the District of Maryland, at Greenbelt. Paula Xinis, District Judge. (8:18-cv-02607-PX)

Argued: October 29, 2021 Decided: February 14, 2022

Before GREGORY, Chief Judge, and WYNN and THACKER, Circuit Judges.

Affirmed by published opinion. Judge Wynn wrote the opinion, in which Chief Judge Gregory and Judge Thacker joined.

ARGUED: Craig Alan Holman, ARNOLD & PORTER KAYE SCHOLER LLP, Washington, D.C., for Appellant. Anne Murphy, UNITED STATES DEPARTMENT OF JUSTICE, Washington, D.C., for Appellee. ON BRIEF: Amanda J. Sherwood, Samuel F. Callahan, ARNOLD & PORTER KAYE SCHOLER LLP, Washington, D.C., for Appellant. Brian M. Boynton, Acting Assistant Attorney General, Charles W. Scarborough, Civil Division, UNITED STATES DEPARTMENT OF JUSTICE, Washington, D.C., for Appellee. WYNN, Circuit Judge:

In 2015, employees of a Navy services contractor, Systems Application &

Technologies, Inc. (“SA-TECH”), sued the contractor in California state court for

violations of the state’s labor laws. Before and during that suit, SA-TECH sought guidance

from the Navy as to whether California’s labor laws applied to it and its subcontractors,

given the federal nature of its service contract. When its requests went unanswered, SA-

TECH filed a claim with its contracting officer under the Contract Disputes Act. The

contracting officer denied the claim.

SA-TECH then filed a complaint in federal district court in Maryland, seeking

declaratory and injunctive relief. The district court dismissed the complaint for lack of

subject matter jurisdiction pursuant to the Contract Disputes Act’s exhaustion

requirements. We agree and affirm.

I.

SA-TECH is a Navy contractor headquartered in Maryland. Under a series of

contracts beginning in 2008, SA-TECH has assisted the Navy with training and weapons

testing. SA-TECH primarily provides these services at Navy bases in California and at sea,

where the services are often performed aboard Navy vessels operating off the Pacific coast.

Specifically, SA-TECH’s contractual duties include captaining certain Navy

vessels, launching and recovering targets used in testing, and role-playing hostile forces in

training exercises. The Navy determines what services SA-TECH and its subcontractors

perform on a week-by-week basis, and the Navy maintains the right to change the duration

2 of an at-sea mission at its discretion. These missions or exercises may last only a few hours

or may span several weeks, thus requiring SA-TECH personnel to spend more than 24

hours at a time aboard the ships. However, SA-TECH “does not pay [its employees]

overtime for time spent aboard a vessel asleep or otherwise not working.” Opening Br. at

14. Instead, SA-TECH’s employees work a “6 on 6 off” schedule each day, for a total of

12 working hours per day, for which they are paid “9 hours of normal time and 3 hours of

overtime.” Id. at 13–14.

SA-TECH’s payments under its Navy contracts are determined by a cost-

reimbursement system, through which it receives reimbursement for the costs it incurs

under the contracts and earns further revenue by collecting a fee for its services. Under this

system, labor costs for certain management and technical personnel are part of a fixed price,

but “[a]ll other labor categories are cost-reimbursable.” S.J.A. 59. 1 The Navy contractually

requires some SA-TECH personnel to hold minimum-security clearances or meet

minimum education and experience requirements, but the Navy does not otherwise dictate

how SA-TECH hires or compensates its employees. Under its contracts, however, SA-

TECH must “perform all work in accordance with the contract and all applicable federal,

state and local laws, regulations, codes and directives.” S.J.A. 52.

1 Citations to the “J.A.” and “S.J.A.” refer, respectively, to the Joint Appendix and Sealed Joint Appendix filed by the parties in this appeal.

3 A.

The present dispute between SA-TECH and the Navy can be traced to a shift in

understanding of California labor law. In January 2015, the Supreme Court of California

held in Mendiola v. CPS Security Solutions, Inc. that construction-site security guards who

were confined to the premises while on call were entitled to overtime pay—including for

time spent asleep. 340 P.3d 355, 358 (Cal. 2015). Because California labor regulations

defined hours worked as “the time during which an employee is subject to the control of

an employer, [including] all the time the employee is suffered or permitted to work,

whether or not required to do so,” the court ruled that “sleep time” could not be excluded

from compensable time during 24-hour shifts. Id. at 359, 362, 366 (emphasis added)

(citation omitted). The court noted that while federal labor law did not require sleep time

to be paid, California was free to offer “greater protection” for employees. Id. at 361.

Mindful of the potential impact of Mendiola on its employees, SA-TECH quickly

contacted the Navy, seeking its guidance on how the ruling might impact employee

compensation for SA-TECH’s military training services within California. In April 2015,

the Navy responded that Mendiola does not apply to SA-TECH’s contract because (1) state

law does not apply to federal enclaves, which the Navy stated would include Navy vessels;

and (2) the U.S. Constitution’s Supremacy Clause provides that federal law must govern

defense functions, including the operation of public vessels. SA-TECH sought additional

guidance from the Navy, but none was provided.

In August 2015, employees of SA-TECH and one of its subcontractors sued SA-

TECH and the subcontractor in California state court, alleging seven violations of

4 California labor law. Richard v. Sys. Application & Techs., Inc., No. 56–2015–00471720–

CU–OE–VTA (Cal. Super. Ct. filed Aug. 31, 2015). In the Richard case, the employees

raised claims under Mendiola, contending that they were only compensated for twelve

hours in any given workday, even though they often were required to “remain on ships or

other vessels at least (or in excess of) 24 hours continuously.” J.A. 17, 43.

SA-TECH attempted to remove the case to federal court in California and requested

that the Navy enter an appearance and assist with the dismissal or defense of the case. But

the Navy declined, and the district court remanded the case to state court in December 2015

after finding that the plaintiffs’ claims were “solely based on California wage and hour

employment law” and that SA-TECH failed to “demonstrate[] that the Federal Government

ha[d] any interest in the resolution of th[e] dispute.” J.A. 61.

Two months later, with the litigation back in state court, SA-TECH moved to

dismiss for lack of jurisdiction. SA-TECH claimed the case was controlled by two federal

statutes that permit suits against the United States under certain maritime circumstances,

the Public Vessels Act (“Vessels Act”), 46 U.S.C. § 31101, et seq., and the Suits in

Admiralty Act (“Admiralty Act”), 46 U.S.C. § 30901, et seq.

Meanwhile, in April 2017, the Navy sent a letter to the Richard plaintiffs’ counsel,

advising them that SA-TECH and its subcontractor were not agents of the United States

under the relevant contracts. In August 2018, the state trial court refused to grant SA-TECH

the dismissal it sought, finding neither the Vessels Act nor the Admiralty Act to be

applicable to the facts of the case. Richard v. Sys. Application & Techs., Inc., No. 56-2015-

00471720-CU-OE-VTA, 2018 WL 4354148, at *2 (Cal. Super. Ct. Aug. 14, 2018).

5 B.

In June 2017, SA-TECH was still in search of clarity on whether it was an agent of

the Government and how the Mendiola decision might impact its operations. So, it wrote

to the Navy pursuant to the Contract Disputes Act of 1978. That Act provides the procedure

by which disputes concerning “any express or implied contract . . . made by an executive

agency for . . . the procurement of services” are resolved. 41 U.S.C. § 7102(a). As an initial

step, the Contract Disputes Act requires an aggrieved contractor of a federal agency to

present a valid claim to the agency’s contracting officer in writing for contract

interpretation. See 41 U.S.C. § 7103(a)(1)–(2); 48 C.F.R. § 52.233-1(d)(1).

In its 2017 letter, SA-TECH purported to seek contract interpretations by requesting,

first, that “the Navy confirm that SA-TECH and [its subcontractor] are agents of the Navy

for [Vessels and Admiralty Acts] purposes under [its relevant contracts]”; second, that the

Navy provide “contractual direction regarding whether SA-TECH and its subcontractors

should pay employees wages and overtime for the time they spend asleep at sea,” and if

so, that the Navy confirm that it would treat those wages “as an allowable cost” under its

contracts with SA-TECH; and third, that “the Navy confirm that, if SA-TECH reaches a

settlement agreement with the Richard plaintiffs to pay the challenged overtime and other

related charges, the Navy will reimburse the charges as allowable costs under the [relevant

c]ontracts.” J.A. 51–52.

Within two months, the Navy’s contracting officer denied each of SA-TECH’s

requests. On the agency question, the officer wrote that, due to ongoing litigation in

another, federal case in which the Government’s position was that SA-TECH and its

6 subcontractor were not agents of the United States, it would be inappropriate for the officer

to “make the requested determination.” J.A. 57 (referencing Daniels v. United States, No.

316CV02077BTMDHB, 2017 WL 3478765 (S.D. Cal. Aug. 11, 2017)). The contracting

officer also denied the other two requests as insufficient and premature, reasoning that they

were monetary claims disguised as contract-interpretation requests. In the officer’s view,

SA-TECH sought to commit the Navy to covering unknown costs yet to be incurred, or

measured, by SA-TECH. The officer also stressed that SA-TECH failed to identify any

specific contractual terms “which may be subject to varying interpretations” or to submit

any statement of costs. J.A. 56.

Not satisfied by the contracting officer’s decision, SA-TECH timely filed suit in

federal district court in Maryland. SA-TECH sought declaratory judgment on substantially

the same three issues it had presented to the Navy: whether SA-TECH acts as the Navy’s

agent under the contracts, Vessels Act, and Admiralty Act, including for purposes of

overtime claims (Count I); whether the modified understanding of California labor laws

after Mendiola would control SA-TECH’s operations on Navy and Navy-chartered ships,

and whether SA-TECH would be permitted or required by the Navy, under its contracts, to

pay any sleep-time overtime (Count II); and whether costs incurred by SA-TECH in

settling the state-court Richard litigation would be allowable costs under its current

7 contract (Count III). 2 See Sys. Application & Techs., Inc. v. United States, 491 F. Supp. 3d

73, 79–80 (D. Md. 2020).

The district court granted the Government’s motion to dismiss for lack of subject

matter jurisdiction. Id. at 87. The district court reasoned that SA-TECH had not exhausted

its remedies under the Contract Disputes Act as to any of its claims, so the court could not

exercise jurisdiction over them. Id. As to Count I, the district court concluded that the

agency claim was not asserted “as a matter of right,” a threshold requirement for any claim

raised under the Act. Id. at 85–86. Regarding Counts II and III, the court found those claims

were properly categorized as monetary claims because their true “gravamen . . . plainly

concern[ed] money” damages. Id. at 84. But as those monetary claims failed to include a

“sum certain”—a requirement of the Act—SA-TECH never properly presented them to the

Navy’s contracting officer, and thus failed to exhaust its remedies. 3 Id. at 84–85.

Its claims dismissed, SA-TECH timely appealed.

II.

We review “the issue of whether a district court possessed jurisdiction in a

declaratory judgment proceeding” de novo. Volvo Constr. Equip. N. Am., Inc. v. CLM

Equip. Co., 386 F.3d 581, 591 (4th Cir. 2004).

SA-TECH also requested injunctive relief to enjoin the Navy from asserting that 2

SA-TECH was not its agent. That request is not at issue in this appeal. 3 The district court also held that even if it had jurisdiction, it would decline to issue a declaratory judgment as to any of the counts on prudential grounds. Sys. Application & Techs., 491 F. Supp. 3d at 87 n.9. Because we conclude that the district court correctly found it lacked jurisdiction, we do not address whether declaratory relief was proper.

8 III.

The Contract Disputes Act provides a narrow waiver of the United States’ sovereign

immunity. Cf. Lane v. Pena, 518 U.S. 187, 192 (1996) (“[A statutory] waiver of the

Government’s sovereign immunity will be strictly construed, in terms of its scope, in favor

of the sovereign.”). The Act “applies to any express or implied contract . . . made by an

executive agency for . . . the procurement of services,” including contracts sounding in

maritime law. 41 U.S.C. § 7102(a); see, e.g., Sw. Marine ex rel. Universal Painting &

Sandblasting Corp. v. United States, 43 F.3d 420, 424 (9th Cir. 1994); Bethlehem Steel

Corp. v. Avondale Shipyards, Inc., 951 F.2d 92, 94 (5th Cir. 1992). Moreover, “[w]hen the

Contract Disputes Act applies, it provides the exclusive mechanism for dispute resolution.”

Dalton v. Sherwood Van Lines, Inc., 50 F.3d 1014, 1017 (Fed. Cir. 1995) (emphasis added);

see also id. (explaining that “the Contract Disputes Act was not designed to serve as an

alternative administrative remedy, available at the contractor’s option”); United States v. J

& E Salvage Co., 55 F.3d 985, 987 (4th Cir. 1995) (“The review procedures under the

[Contract Disputes Act] are exclusive of jurisdiction in any other forum.”).

An aggrieved contractor who wishes to pursue relief under the Act must first present

a valid, written claim to the agency’s contracting officer, who will issue a written decision.

41 U.S.C. § 7103(a)(1)–(3) (“Each claim by a contractor against the Federal Government

relating to a contract shall be submitted to the contracting officer [in writing] for a

decision.”). If the officer denies the claim, then generally, the contractor may either appeal

to the governing agency board or bring an action in the Court of Federal Claims. See id.

9 § 7104; J & E Salvage Co., 55 F.3d at 987. Either way, further appeals may be pursued in

the Federal Circuit. See 41 U.S.C. § 7107(a)(1); J & E Salvage Co., 55 F.3d at 987.

But for claims arising under maritime contracts like those ostensibly at issue here,

the contractor may appeal the contracting officer’s decision instead to a federal district

court. 4 41 U.S.C. § 7102(d); see E. Coast Repair & Fabrication, LLC v. United States ex

rel. Dep’t of Navy, 16 F.4th 87, 90 n* (4th Cir. 2021) (“A contractor usually must choose

between an agency board and the U.S. Court of Federal Claims. But in maritime cases like

this one, a contractor may choose a federal district court.”); Sw. Marine, 43 F.3d at 423–

24 (noting that § 7102(d) “directs jurisdiction for [Contract Disputes Act] appeals [in

maritime cases] away from the [Court of Federal Claims] and the Federal Circuit Court of

Appeals, in favor of the historic admiralty jurisdiction of the federal district courts”).

Before bringing an action in district court, however, the contractor must have

exhausted its lower-level administrative remedies. The Act states that “[e]ach claim by a

contractor against the Federal Government relating to a contract shall be submitted to the

contracting officer for a decision.” 5 41 U.S.C. § 7103(a)(1) (emphasis added); see, e.g.,

4 The Navy notes that “jurisdiction in the district court” in this case “may not be entirely free from doubt,” suggesting that this case may not, in fact, involve maritime contracts. Response Br. at 11 n.2. We need not reach that question because there are, as the Navy puts it, “more fundamental jurisdictional problems with SA-TECH’s claims.” Id. 5 This requirement applies equally to maritime contracts. 41 U.S.C. § 7102(d) (maritime contracts are governed by the Vessels and Admiralty Acts only “to the extent that those [statutes] are not inconsistent with [the Contract Disputes Act]”); see Bethlehem Steel Corp., 951 F.2d at 94 (“[R]ather than completely excluding maritime contracts from the Contract Disputes Act, [§ 7102] simply vests appeals from the administrative determination of claims in the district courts.” (quoting River & Offshore Servs. Co. v.

10 Bethlehem Steel, 951 F.2d at 94 (finding a lack of jurisdiction over a maritime contract

claim where the contractor “did not file a proper administrative claim against the

government”); Sw. Marine, Inc. v. United States, 926 F. Supp. 142, 144 (N.D. Cal. 1995)

(“The language of [the governing statutes has] been carefully drafted to give jurisdiction

to the federal district courts only after the administrative remedies mandated by the

[Contract Disputes Act] have been exhausted.” (emphasis added)); Sys. Application &

Techs., 491 F. Supp. 3d at 80 (“Where, as here, the Government conditions waiver on a

party’s exhausting statutorily [prescribed] administrative remedies, then any failure to

exhaust bars suit in this Court.”).

To exhaust its administrative remedies, an aggrieved contractor must present to the

contracting officer a valid claim that relates to the contract. 41 U.S.C. § 7103(a). As the

Contract Disputes Act does not define what a “claim” is, see id. § 7101, we follow the

Federal Circuit’s lead in using the definition of “claim” provided by the Federal

Acquisition Regulations, Securiforce Int’l Am., LLC v. United States, 879 F.3d 1354, 1359

(Fed. Cir. 2018). 6 Under those regulations, a “claim” is “a written demand or written

assertion by one of the contracting parties seeking, as a matter of right, the payment of

United States, 651 F. Supp. 276, 281 (E.D. La. 1987))); Sw. Marine, 43 F.3d at 423 (explaining that the incorporation of the Vessels and Admiralty Acts into the Contract Disputes Act “does not alter the requirement that contract claims be presented to a Contracting Officer in the first instance”). 6 We agree with the district court that, “[s]ince non-maritime [Contract Disputes Act] claims are appealed to either the Federal Circuit or the Court of Federal Claims, their guidance is particularly germane to this dispute.” Sys. Application & Techs., 491 F. Supp. 3d at 83 n.7 (citations omitted); see 41 U.S.C. §§ 7104, 7107.

11 money in a sum certain, the adjustment or interpretation of contract terms, or other relief

arising under or relating to th[e] contract.” 7 48 C.F.R. § 52.233-1(c).

The Federal Circuit has indicated that “we should read the definition of ‘claim’

broadly.” Todd Constr., L.P. v. United States, 656 F.3d 1306, 1311 (Fed. Cir. 2011).

Nevertheless, for all claims, the contractor must be seeking some relief “as a matter of

right.” 48 C.F.R. § 52.233-1(c). This requires that an aggrieved contractor “specifically

assert entitlement to the relief sought.” Alliant Techsystems, Inc. v. United States, 178 F.3d

1260, 1265 (Fed. Cir. 1999) (emphasis added). In other words, “the claim must be a demand

for something due or believed to be due rather than, for example, a cost proposal for work

the government later decides it would like performed.” Id. (emphasis added). A contractor

can satisfy the matter-of-right requirement by, for example, “assert[ing] specific

contractual and legal grounds for its interpretation of the [contract].” Id. That said, a

contractor “need not assert a specific contractual provision to meet the ‘matter of right’

requirement.” BLR Grp. Of Am., Inc. v. United States, 84 Fed. Cl. 634, 640 (2008).

Additionally, under the definition in 48 C.F.R. § 52.233-1(c), a contractor’s failure

to include a “sum certain” in a monetary request renders their submission not a “claim”

7 In addition to this definition from the Federal Acquisition Regulations, the Federal Circuit has noted that it may be appropriate to look to whether a particular demand constitutes a claim “based on . . . the language of the contract in dispute[] and the facts of the case.” Reflectone, Inc. v. Dalton, 60 F.3d 1572, 1575 (Fed. Cir. 1995). Because the relevant contract in this case does not specify an alternative definition of “claim” and neither party cites “unusual facts” that should alter our analysis under the regulatory definition of “claim,” we need not decide more broadly what factors may be relevant to the definition of “claim” for purposes of the Contract Disputes Act. See id. at 1575 n.3; BLR Grp. of Am. v. United States, 84 Fed. Cl. 634, 639 (2008).

12 under the Contract Disputes Act and is “fatal to jurisdiction under” that Act. Securiforce,

879 F.3d at 1360 (quoting Northrop Grumman Computing Sys., Inc. v. United States, 709

F.3d 1107, 1112 (Fed. Cir. 2013)). “The Court of Federal Claims has, on several occasions,

held that the ‘sum certain’ requirement is met ‘when the amount in dispute can be

determined by a simple mathematical calculation.’” GPA-I, LP v. United States, 46 Fed.

Cl. 762, 766 (2000) (quoting Hamza v. United States, 31 Fed. Cl. 315, 322 (1994)).

Of course, a nonmonetary claim need not state a “sum certain.” See Securiforce, 879

F.3d at 1360 (“[C]ontractors may in some circumstances properly seek only declaratory

relief without stating a sum certain . . . .”); GPA-I, 46 Fed. Cl. at 766 (same). Nonmonetary

claims can seek “adjustment or interpretation of contract terms, or other relief arising under

or relating to th[e] contract.” 48 C.F.R. § 52.233-1(c). A nonmonetary claim seeking

“‘interpretation of a contract term’ is a [valid] claim if the contractor ‘specifically asserts

entitlement to the declaratory relief sought . . . by asserting specific contractual and legal

grounds for its interpretation.’” GPA-I, 46 Fed. Cl. at 766 (cleaned up) (quoting Alliant

Techsystems, 178 F.3d at 1265). As for “other relief,” the meaning of this third category is

expansive. The Federal Circuit has held that “to be a claim ‘relating to the contract’ under

the [Contract Disputes Act], a [contractor’s] claim ‘must [only] have some relationship to

the terms or performance of a government contract.’” Todd Constr., 656 F.3d at 1312

(quoting Applied Cos. v. United States, 144 F.3d 1470, 1478 (Fed. Cir. 1998)); see also id.

at 1313 (holding that the performance evaluations at issue “relate[d]” to the contractor’s

“performance under the contract,” even though they “may not relate to the terms of the

contract itself”).

13 With these principles in mind, we now turn to the claims before us.

A.

We first consider Count I, SA-TECH’s claim concerning whether it is an agent of

the Navy. The parties agree that this claim is nonmonetary. SA-TECH therefore could have

satisfied the exhaustion requirement by asserting a claim for (1) “the adjustment or

interpretation of contract terms” or (2) “other relief arising under or relating to th[e]

contract.” 48 C.F.R. § 52.233-1(c). Either way, it needed to show that it was entitled to

seek the contract interpretation or other relief “as a matter of right.” Id. We agree with the

district court that SA-TECH failed to meet this standard.

Regarding the first option, although SA-TECH styles its agency-status request as

one seeking “contract interpretation,” it pinpoints no specific contractual term or provision

for this Court to interpret. Opening Br. at 35. While a contractor “need not assert a specific

contractual provision to meet the ‘matter of right’ requirement,” BLR Grp., 84 Fed. Cl. at

640 (emphasis added), it must do so to rely on the “adjustment or interpretation of contract

terms” part of the definition of “claim,” 48 C.F.R. § 52.233-1(c). But, while SA-TECH

may have “invoked provisions of its contract” relating to the use of public vessels and the

Navy’s ability to control the management of training exercises, Reply Br. at 10, it does so

predominately in its factual background sections. And in those sections, as well as within

its actual discussion of the agency-status issue, SA-TECH failed to point to a specific

14 contract term whose meaning required adjustment or interpretation. 48 C.F.R. § 52.233-

1(c). 8

Instead, SA-TECH primarily argues that the control exercised by the Navy over SA-

TECH and its operation of some Navy ships, as evidenced by the contracts and other facts

in the record, proves that SA-TECH is the Navy’s agent under the Vessels and Admiralty

Acts. It then demands the Navy confirm, or this Court declare, that position to be true. We

agree with the district court that SA-TECH’s agency-status claim does not truly seek an

interpretation or adjustment of any contractual terms, but instead requests “other relief”

relating to the contracts. Sys. Application & Techs., 491 F. Supp. 3d at 85–86 (finding that

the agency-status claim fell under the portion of the definition of “claim” “seeking, as a

matter of right . . . other relief . . . relating to th[e] contract” (quoting 48 C.F.R. § 52.233-

1(c))).

However, SA-TECH’s claim fares no better under the “other relief” prong. Even

allowing that the relief sought “relat[es] to th[e] contract[s],” SA-TECH has not shown it

is legally entitled to the opinion it seeks “as a matter of right.” 48 C.F.R. § 52.233-1(c).

The cases SA-TECH cites for its statement that its agency-status claim “is the sort 8

of interpretive question routinely raised and resolved under the [Contract Disputes Act]” do not deal with similar amorphous claims or agency interpretations. Opening Br. at 34, 42–43; see DaVita, Inc. v. United States, 110 Fed. Cl. 71, 85–87 (2013) (interpreting payment terms under the contract); CW Gov’t Travel, Inc. v. United States, 63 Fed. Cl. 369, 371, 389 (2004) (seeking an interpretation of specified exclusivity provisions); Tiger Nat. Gas, Inc. v. United States, 61 Fed. Cl. 287, 293 (2004) (contesting an offset claim decision based on a savings guarantee provision in the contract); Kellogg Brown & Root Servs., Inc., ASBCA No. 58578, 13 BCA ¶ 35,411 (seeking an interpretation of a “Tour of Duty/Hours of Work” clause of its contract).

15 SA-TECH asserts that courts and Congress have recognized that “agency status

under the [Vessels Act and Admiralty Act] is critically important for contractors.” Opening

Br. at 36. Since agency status impacts the scope of a contractor’s liability, SA-TECH’s

argument goes, an agency determination is critical to its performance. See Servis v. Hiller

Sys. Inc., 54 F.3d 203, 207 (4th Cir. 1995) (“Where the [Vessels or Admiralty Acts]

provide[] a remedy against the United States, there is no recourse against the government

agent whose actions engendered the lawsuit.”). Because the question of agency relates to

its performance, and was asserted pursuant to the Contract Disputes Act, SA-TECH

contends it has satisfied all requirements. We disagree.

Illustrative here is the Court of Federal Claims’ decision in BLR Group of America

v. United States. In BLR Group, a contractor whose contract was terminated for

convenience by the Air Force submitted two claims under the Contract Disputes Act,

requesting that the Air Force (1) correct the ratings and reviews within its contract

performance assessment report and (2) delete certain comments from the initial report from

the past-performance information-retrieval system. 9 84 Fed. Cl. at 635–39. The court

explained that as the contractor was “not seeking money damages or the adjustment of

9 The Court of Federal Claims later granted a motion for reconsideration as to the first claim, in which it reasserted that the contractor satisfied the “‘matter of right’ requirement by asserting entitlement to relief with some legal basis; namely, entitlement to a fair and accurate performance evaluation pursuant to [Federal Acquisition Regulations] § 42.1502(a).” BLR Grp. of Am., Inc. v. United States, 94 Fed. Cl. 354, 365 (2010), dismissed, 460 F. App’x 918 (Fed. Cir. 2011); see also id. at 372 (explaining again that “[i]n this case . . . the Air Force was required to prepare and disseminate a fair and accurate evaluation of [the contractor]’s contract performance—a requirement equivalent to a mandatory contract term”).

16 contract terms, [its] claim must be a written demand seeking, as a matter of right, [other]

relief arising under or relating to the contract.” Id. at 639.

Focusing on the “as a matter of right” requirement, the court analyzed each claim

separately. For the assessment-report claim, the court explained that while the contractor

did not need to assert a specific contractual provision to satisfy the “as a matter of right”

requirement, he was required to “assert entitlement that ha[d] some legal basis.” Id. at 640.

Thus, “[a]s a threshold matter,” the court needed to decide “whether [the] plaintiff was

legally entitled to a[n assessment report].” Id. The contractor pointed to specific Federal

Acquisition Regulations provisions and Air Force regulations which stated, in part, that

“[A]gencies shall prepare an evaluation of contractor performance for each contract” which

met certain requirements. Id. (emphasis added) (quoting 48 C.F.R. § 42.1502(a) (2006)).

Because the contract met those requirements, the court found that the contractor was legally

entitled to a performance evaluation and, as a “logical corollary,” to a correct one. Id. at

640–42.

By contrast, the court found the contractor could not assert a claim “as a matter of

right” for deletion of certain content from the information-retrieval system. Id. at 642–43.

The regulations and guidelines cited by the contractor did not address, beyond “general

statements,” “what must occur after a[n assessment report] has been posted to the [retrieval

system] for dissemination.” Id. at 643. Because the cited authorities did “not address the

manner in which a [retrieval system] entry is displayed or formatted,” the court concluded

that “there [wa]s no legal basis for [the contractor] to assert a [Contract Disputes Act] claim

regarding the display or format of its [retrieval system] entry.” Id.

17 SA-TECH’s claims resemble the BLR Group contractor’s second asserted claim

more than the first. SA-TECH has not pointed to any legal authority or provision requiring

the Navy to provide a blanket declaration that SA-TECH is or is not its agent under the

contracts. The Vessels and Admiralty Acts, upon which SA-TECH relies, provide a

potential legal basis for asserting that the proper defendant in Richard is the Government,

because they waive the Government’s immunity in certain actions concerning Government

vessels or those of parties acting on the Government’s behalf. See 46 U.S.C. §§ 30903,

31102; Manuel v. United States, 50 F.3d 1253, 1260 (4th Cir. 1995) (holding that the

exclusivity provision of the Admiralty Act required a seaman who worked on a ship owned

by the United States to bring his action against the Government instead of the ship’s private

operating agent); Favorite v. Marine Pers. & Provisioning, Inc., 955 F.2d 382, 385–86 (5th

Cir. 1992) (finding a privately owned vessel operated for the benefit of the Government to

constitute a public vessel under the Vessels and Admiralty Acts because the Government

exercised “possession, command, and control” over the vessel).

But, critically, the Vessels and Admiralty Acts do not establish a legal basis for SA-

TECH to assert that the Navy must advise SA-TECH as to whether or not it believes SA-

TECH to be its carte blanche agent under these statutes. 10 That is, though those statutes

10 As the Government notes in its Response Brief, both acts primarily function only to waive sovereign immunity. Cf. Manuel, 50 F.3d at 1255 n.1 (“Neither the [Admiralty Act] nor the [Vessels Act] create causes of action against the United States. Instead, they act only as a waiver of the sovereign immunity of the United States in admiralty cases. The acts merely provide the jurisdictional hook upon which to hang a traditional admiralty claim.”).

18 may bear on SA-TECH’s potential liability in cases brought by third parties, they have

nothing to offer on the question of whether SA-TECH is an agent per se. Consequently, we

fail to see how the Vessels and Admiralty Acts entitle SA-TECH to force the Government

to name it as an agent because that agency status is “something due” to SA-TECH under

its contracts or the acts themselves. Alliant Techsystems, 178 F.3d at 1265; see BLR Grp.,

84 Fed. Cl. at 640–43 (looking to specific regulations to find legal entitlement to an asserted

claim).

SA-TECH disagrees, arguing that the Contract Disputes Act requires only that the

claim relate to the contract and does not require a separate form of entitlement to relief

other than that provided in the Act itself. 11 However, the cases it relies on belie its position.

First, SA-TECH cites Todd Construction, L.P. v. United States for its argument that

there is no separate “matter of right” requirement and that claims only need to be related

to the contract. But Todd Construction explicitly noted that the Government did not dispute

that the contractor satisfied the “matter of right” requirement in that case. 656 F.3d at 1311.

In fact, the requested relief—a judgment stating the contractor’s performance review was

inaccurate—arose directly from a regulation. 12 Id. at 1308–09 (noting that, at the time, the

11 Throughout its Opening Brief, SA-TECH stresses that the Contract Disputes Act simply states that claims “relating to the contract” must be presented. See Opening Br. at 42; 41 U.S.C. § 1703. Certainly, the claim must be related to the contract. But we still must determine whether it is a valid “claim” at all, as defined by 48 C.F.R. § 52.233-1(c). 12 Indeed, the lower court had found the “matter of right” requirement to be met since “[f]ederal regulations require[d]” the provision of a fair and accurate performance report and the plaintiff asserted a claim seeking a fair report “prepared in accordance with

19 Federal Acquisition Regulations required provision of a performance report and review of

said report to ensure it was accurate (citing 48 C.F.R. § 36.201 (2006))); see also id. at

1314 n.6 (noting that “the regulation applies of its own force and directly governs the

parties’ performance under the contracts”). Thus, the Federal Circuit implicitly

acknowledged the importance of the existence of a regulation or other legal basis providing

a right to the “other relief” sought. See id.; BLR Grp., 84 Fed. Cl. at 643 (“So long as [the

contractor] grounds its entitlement on some legal basis, [it] has met the ‘matter of right’

requirement for filing a [Contract Disputes Act] claim.” (emphasis added)).

Second, relying on Alliant Techsystems, SA-TECH argues that by asking whether it

asserted a legal entitlement to its claim, we would be placing the cart before the horse by

reaching the merits before deciding jurisdiction. This is not so under the facts before us,

and the approach described above.

In Alliant Techsystems, the contractor sought a declaration that it was not bound to

perform under specified option provisions of its contract because the Government untimely

exercised the option and used a delivery rate not included in the option clause. 178 F.3d at

1264. The Federal Circuit held that a contractor asserted a contract interpretation claim as

a matter of right where it “asserted specific contractual and legal grounds for its

interpretation of the option” clause at issue. Id. at 1265. In doing so, the court rejected the

Government’s argument that the interpretation was not sought as a “matter of right”

the regulations.” Todd Constr. L.P. v. United States, 85 Fed. Cl. 34, 43 (2008) (citing 48 C.F.R. § 36.201 (2006)).

20 because, in the Government’s view, another provision of the contract required the

contractor to perform first, and only seek an interpretation of the clause after performance

was completed. See id. The court noted that the Government’s interpretation would require

the court to determine the merits of the claim—whether the contractor had to perform the

option—before reaching jurisdiction and thus “reverse[d] the proper sequence.” Id.

By contrast, here, neither the district court nor this Court has offered any opinion as

to whether SA-TECH may qualify as an agent of the Navy pursuant to its current contracts

under the Admiralty or Vessels Acts. Indeed, we do not reach the merits of this claim at

all. Nor need we do so to determine that SA-TECH failed to assert specific contractual or

legal grounds entitling it to force the Navy to issue a blanket declaration as to whether or

not SA-TECH is its agent.

Third, Alliant Techsystems directly forecloses SA-TECH’s argument that it is

automatically asserting a claim “as a matter of right” by way of asserting it under the

Contract Disputes Act. If that were so, the Federal Circuit in Alliant Techsystems would

have had no occasion to delve into the question of whether the claim in that case was

asserted “as a matter of right,” because it, too, was raised pursuant to the Contract Disputes

Act. In fact, such an understanding would render the entirety of the definition of “claim”

in 48 C.F.R. § 52.233-1(c) superfluous for Contract Disputes Act purposes; all claims

under the Act could simply be asserted as claims for other relief relating in some way to

the contract. SA-TECH cites no authority to support such a broad understanding of the

meaning of “claim.”

21 Ultimately, because SA-TECH does not specifically assert any legal or contractual

grounds entitling it to the Navy’s opinion on its agency status under the Admiralty or

Vessels Acts, its claim is invalid under the Contract Disputes Act. BLR Grp., 84 Fed. Cl.

at 643 (finding there to be no Contract Disputes Act claim where the plaintiff failed to

show any legal grounds entitling it to the relief sought). SA-TECH’s failure to present a

valid claim means that it did not exhaust all administrative remedies, so the federal courts

do not have subject matter jurisdiction. We affirm the district court’s ruling as to Count I.

B.

That brings us to Counts II and III which are SA-TECH’s claims concerning wage

and overtime payments under California law, as understood in Mendiola. Although the

district court acknowledged that “the distinction between monetary and non-monetary

claims is not always straightforward,” it ultimately concluded that Counts II and III

primarily sought monetary payment. Sys. Application & Techs., 491 F. Supp. 3d at 83–85.

We agree.

As noted above, a contractor’s failure to include a “sum certain” in a monetary

request is “fatal to jurisdiction under” the Contract Disputes Act. Securiforce, 879 F.3d at

1360 (citation omitted). And a contractor “may not circumvent the general rule requiring a

sum certain by reframing monetary claims as nonmonetary.” Id. Courts thus must take a

close look at “whether a given claim is properly classified as monetary or nonmonetary.”

Id. The Federal Circuit advises courts to “look to the substance of the pleadings[,] rather

than their form” to make this determination. Id. (quoting Brazos Elec. Power Co-op. v.

United States, 144 F.3d 784, 787 (Fed. Cir. 1998)). “If ‘the only significant consequence’

22 of the declaratory relief sought ‘would be that [the plaintiff] would obtain monetary

damages from the federal government,’ the claim is in essence a monetary one.” Id.

(quoting Brazos Elec. Power Co-op., 144 F.3d at 787); see also Weststar Eng’g, Inc.,

ASBCA No. 52484, 02-1 BCA ¶ 31,759 (Armed Services Board of Contract Appeals

noting that, “[w]here the gravamen of a claim is money, the contractor cannot avoid the

requirement for a sum certain . . . by casting it as a claim for contract interpretation”).

However, that the requested relief “has obvious monetary ramifications” does not

necessarily morph a claim into a monetary one if the gravamen of the request itself is not

money. TRW, Inc., ASBCA No. 51172, 99-2 BCA ¶ 30,407. A few examples will help

establish the parameters for our analysis of SA-TECH’s claims.

In Securiforce International America, LLC v. United States, a contractor sought

declaratory relief that its fuel delivery contract was improperly terminated. 879 F.3d at

1358. The Federal Circuit held that it lacked jurisdiction because the claim was a monetary

one in need of a sum certain. Id. at 1360–61. Although the claim was styled as a

nonmonetary request for declaratory relief, the Federal Circuit found that relief, if granted,

would “yield only one significant consequence: it would entitle Securiforce to recover

money damages from the government.” Id. at 1360. Because the claim was for money

damages but involved no timely presentation of a “sum certain” to the contracting officer,

the Federal Circuit found the initial claim to have been improperly presented under the

Contract Disputes Act. Id. at 1360–62.

Similarly, in Kellogg Brown & Root Services, Inc. v. United States, the Court of

Federal Claims found a service provider’s request for indemnification, presented as a

23 question of contract interpretation, to be a monetary claim. 115 Fed. Cl. 168, 174–79

(2014). While performing services under Government contract, Kellogg personnel were

exposed to hazardous chemicals. Id. at 170. The personnel sued Kellogg. Id. In turn,

Kellogg sent numerous letters to the Army Corps contracting officer, seeking the

Government’s participation in the lawsuit as well as indemnification, which Kellogg

asserted it was due under a specific contract clause. Id. at 174–79. The court explained that

Kellogg “ha[d] experienced and will experience significant costs in the third-party

[law]suits, both in defense and settlement” and was “no matter how indirectly” “invoking

its right to compensation from the government.” Id. at 176. In coming to this conclusion,

the court reasoned that Kellogg had focused on the “catastrophic financial exposure”

resulting from the third-party claim. Id. at 175. The court lacked jurisdiction “over what

[Kellogg] style[d] as a nonmonetary claim” because Kellogg’s “‘nonmonetary’ claim [was]

essentially an invalid [Contract Disputes Act] claim for money damages.” Id. at 184. As in

Securiforce, the Kellogg court held that the claim was invalid because it was a monetary

one that did not state a sum certain. Id. at 181–85.

By contrast, in CW Government Travel, Inc. v. United States, the Court of Federal

Claims held that the contractor had presented a valid, nonmonetary claim when he

requested that the contracting officer “confirm that the travel requirements for all [work]

sites . . . [would] continue to be performed by [the contractor] throughout the total contract

period, including all options exercised by the Government.” 63 Fed. Cl. 369, 382 (2004)

(citation omitted). The court disagreed with the Government’s assertion that this claim only

sought a “guarantee of how the Government would act if, in the future,” a requested transfer

24 occurred. Id. (emphasis omitted). Rather, the court concluded that there was a valid claim

since, “[b]y submitting its interpretation of the exclusivity provisions . . . and by asking the

Contracting Officer to ‘confirm’ or refute its interpretation, [the contractor] sought a

contracting officer’s interpretation of contract terms, rather than a guarantee that the

government would behave a certain way under the contract.” Id. at 383 (emphases added).

Courts have sometimes applied these principles in a way that seems to blur the line

between monetary and nonmonetary claims, but even in those cases, the declaration sought

was for relief under a specific pay schedule or on a cost-accounting basis. For example, in

DaVita, Inc. v. United States, the Court of Federal Claims found that the requested

declaratory judgment—that “DaVita is entitled to payment at the rates included

in . . . DaVita’s [Veterans Affairs] Contract’ for ‘dialysis services provided pursuant to

authorizations issued by Contract”—was not a disguised money claim. 110 Fed. Cl. 71, 86

(2013) (cleaned up). In the court’s view, the “gravamen” of this claim was “not a request

for a sum certain” but “quintessentially a claim for the interpretation of the contract’s

payment terms.” Id. Similarly, in TRW, the Armed Service Board of Contract Appeals held

that a contractor’s declaratory request—seeking contract interpretation on “the allowability

and/or allocability of certain costs that TRW included in its final rate submissions for the

1990, 1991, and 1992 cost accounting periods”—was not a request for money damages.

99-2 BCA ¶ 30,407. The Board granted declaratory relief, noting that any “monetary

ramifications” of TRW’s claim did not supersede the contract interpretation TRW sought

concerning its final rate submissions. Id.

25 SA-TECH maintains that its request—declaratory relief as to whether Mendiola

applies, and, if so, whether the Government will allow settlement, sleep-time, or other

costs—is a valid, future-looking nonmonetary claim like that in CW Government Travel.

SA-TECH argues that these questions implicate significant consequences, unrelated to

money damages, such as an interpretation of governing law. It further contends that the

approach adopted by the district court, which looked to whether the “gravamen” of the

claim was money, would turn all contract claims into monetary damages claims, since

money is inherently at issue in all contracts. Opening Br. at 45.

We disagree. SA-TECH seeks indemnification by another name. Like the service

provider in Kellogg, both its initial claim and its complaint sought a guaranteed

reimbursement for unspecified costs, some of which have yet to be incurred (or may never

be). Regarding Count II, when seeking the Government’s position on whether Mendiola

applied to the contracts, SA-TECH stressed that if the Government fails to comply with

certain “implied contract obligations, the law recognizes a constructive change, entitling

the contractor to an equitable adjustment.” J.A. 51. It is unclear what, other than money,

that adjustment may be. And in its complaint, SA-TECH insisted that “the Navy must

provide clear contractual direction regarding whether California wage and hour law applies

aboard Navy controlled ships and federal enclaves and support (financially and legally) its

interpretation.” J.A. 12 (emphasis added).

In its briefing, SA-TECH warns of dire consequences, arguing that incurring the

additional costs required by Mendiola would “nearly triple the wages for its personnel’s

time spent at sea,” creating a “multi-million dollar liability” that the Navy will only

26 consider reimbursing after the fact. Opening Br. at 6. We take SA-TECH at its word—this

is a monetary claim. See Kellogg, 115 Fed. Cl. at 175 (remarking on the difficulty of

“avoid[ing] the monetary aspect” of a contractor’s request for indemnification against

“catastrophic financial exposure”). And, as the district court aptly put it, “even well-

reasoned policy arguments cannot relax jurisdictional requirements.” Sys. Application &

Techs., 491 F. Supp. 3d at 85.

As for Count III, SA-TECH’s initial submission to the contracting officer demanded

that the Navy “immediately affirm that it will reimburse SA-TECH under the Contracts for

costs incurred [in] settling the litigation.” J.A. 49 (emphasis added). In its complaint, SA-

TECH asked for a declaratory contract interpretation as to whether “if SA-TECH reaches

a settlement agreement . . . the Navy will reimburse the charges as an allowable cost under

the Contracts.” J.A. 12 (emphasis added). And throughout its claim, complaint, and

briefing, SA-TECH emphasized that without knowing whether the Government will cover

such settlement costs, it will “suffer[] severe financial harm.” J.A. 47; see J.A. 34 (“If SA-

TECH settles the employment lawsuit and the Navy subsequently does not allow the

settlement costs, SA-TECH will have suffered severe financial harm.”); Opening Br. at 4

(stating liability “could total many millions of dollars”), 6 (noting SA-TECH could incur a

“multi-million dollar liability,” creating “severe financial risk for SA-TECH”), 19–20.

Clearly, the gravamen of SA-TECH’s claims in Counts II and III is a monetary one.

And, unlike the contractors in DaVita and TRW, SA-TECH is not asking for

payment for services rendered under some contractual pay rate, nor does it seek approval

of costs and accounting measures in specific rate submissions. Instead, it seeks a guarantee

27 for sums unknown and speculative. Nowhere in the record does SA-TECH provide even

an estimated number for the costs it might incur other than to say such liability would be

in the “millions of dollars.” 13 J.A. 11. SA-TECH may resubmit a claim at a later date, if

and when the sums become more determined and knowable. 14 But it cannot do so based on

speculation now.

To be sure, the initial claim and complaint also request a decision regarding whether

Mendiola or federal law govern wage-time provisions under the contract. However, it is

not clear what specific contract clause or rate schedule, if any, SA-TECH requests

interpretation of. SA-TECH points to the Federal Acquisition Regulations provision that

“contracting officers and contractors should seek advance agreement on the treatment of

special or unusual costs,” 48 C.F.R. § 31.109(a), as evidence that this is not a monetary

claim but instead an act of regulatory compliance. But what SA-TECH seeks here is an

unqualified commitment from the Navy that the Government will pay for any incurred

settlement and labor costs, no matter what they may be. That is a claim for money, not an

attempt to negotiate an “advance agreement.” What’s more, the only consequences of the

issuance of a declaration regarding Mendiola that SA-TECH has ever mentioned in this

litigation relate to money.

13 In fact, SA-TECH acknowledges that it does not know the “formal claim amount” from the Richard plaintiffs and does “not know” what the plaintiffs will claim. Opening Br. at 4–5. 14 SA-TECH has represented to this Court that it filed a new monetary claim in January 2021.

28 In sum, what SA-TECH wants this Court to do, either explicitly or in effect, is to

declare whether California or federal labor law applies to all “future missions under the

2013 Contract,” irrespective of any applicable contract provisions or particular SA-TECH

subcontractors. J.A. 12 In turn, SA-TECH wishes for the Navy to “support (financially and

legally) its interpretation” by guaranteeing any necessary payments of unknown settlement

and labor costs. Id. But we agree with the district court that Counts II and III are monetary

claims for which SA-TECH did not present a requested sum certain, as required to exhaust

its remedies. Accordingly, we conclude that the district court correctly dismissed SA-

TECH’s claims under Counts II and III for lack of subject matter jurisdiction.

IV.

For the reasons stated above, we hold that SA-TECH failed to present valid claims

under the Contract Disputes Act and thus did not exhaust its administrative remedies.

Accordingly, we affirm the district court’s dismissal of SA-TECH’s claims for lack of

subject matter jurisdiction.

AFFIRMED