Team Hall Venture, LLC v. Army and Air Force Exchange

• Court: Court of Appeals for the Federal Circuit
• Decided: March 12, 2020
• Docket: 18-2283
• Status: Unpublished

Opinion

Case: 18-2283 Document: 54 Page: 1 Filed: 03/12/2020

NOTE: This disposition is nonprecedential.

United States Court of Appeals for the Federal Circuit ______________________

TEAM HALL VENTURE, LLC, DBA LIMEBERRY FROZEN YOGURT, Appellant

v.

ARMY AND AIR FORCE EXCHANGE SERVICE, Appellee ______________________

2018-2283 ______________________

Appeal from the Armed Services Board of Contract Ap- peals in No. 60823, Administrative Judge J. Reid Prouty, Administrative Judge Richard Shackleford, Administra- tive Judge Timothy Paul McIlmail. ______________________

Decided: March 12, 2020 ______________________

JAMES CREEDON, Creedon PLLC, Frisco, TX, argued for appellant.

JOSEPH ALAN PIXLEY, Commercial Litigation Branch, Civil Division, United States Department of Justice, Wash- ington, DC, argued for appellee. Also represented by JOSEPH H. HUNT, ROBERT EDWARD KIRSCHMAN, JR., DOUGLAS K. MICKLE; DANA J. CHASE, BRUCE H. ROBINSON, Case: 18-2283 Document: 54 Page: 2 Filed: 03/12/2020

Contract and Fiscal Law Division, United States Army Le- gal Services Agency, Fort Belvoir, VA. ______________________

Before REYNA, WALLACH, and HUGHES, Circuit Judges. PER CURIAM. Team Hall Venture, LLC, appeals from a decision of the Armed Services Board of Contract Appeals (ASBCA) denying its appeal from a final decision by the Army and Air Force Exchange Service. In its final decision, the Ex- change awarded partial payment on a claim arising from the early termination of Team Hall’s military base conces- sion contract. After the parties agreed to terminate the ten-year concession contract early, they executed a Con- tract Amendment that further shortened the contract pe- riod by moving the termination date from July 17, 2016, to June 30, 2016, at Team Hall’s request. The ASBCA denied Team Hall’s appeal of the Ex- change’s final decision, finding any claim for additional damages waived by the following general release clause contained in the Contract Amendment: The contractor hereby releases the Army and Air Force Exchange Service (the Exchange) from any and all obligations related to this contract, and waives any claim against the Exchange for mone- tary or other relief to this contract, including any that may arise in the future, to include the time pe- riod of 1-17 July 2016. Supp. App. 38 ¶ 4(c). In this appeal, Team Hall argues that (1) this release clause is ambiguous as to whether it bars all claims under the contract or only claims arising between July 1–17, 2016, and (2) that ambiguity should be resolved against the Exchange as the drafter of the contract. Case: 18-2283 Document: 54 Page: 3 Filed: 03/12/2020

TEAM HALL VENTURE, LLC v. ARMY AND AIR FORCE 3 EXCHANGE

Contract interpretation by the ASBCA is a question of law, which we review de novo. Ingham Reg’l Med. Ctr. v. United States, 874 F.3d 1341, 1346 (Fed. Cir. 2017); see Gardiner, Kamya & Assocs., P.C. v. Jackson, 467 F.3d 1348, 1353 (Fed. Cir. 2006) (whether contract language is ambiguous is a question of law which we review without deference); see also Bell BCI Co. v. United States, 570 F.3d 1337, 1341 (Fed. Cir. 2009) (release clauses are interpreted just like any other contract term or provision). We find no ambiguity in this release clause. By its plain language, this clause released the Exchange from “any and all obligations” under the contract; and by signing the Contract Amendment, Team Hall “waive[d] any claim against the Exchange for monetary or other relief to this contract.” Supp. App. 38 ¶ 4(c) (emphasis added). The ad- ditional specification that any claims arising within the fu- ture period of July 1–17, 2016, were also being waived does not create ambiguity. Specifying that this future period was “include[d]” does not mean that any other period was thereby excluded. Although we understand Team Hall’s argument that the record could be read to demonstrate that the parties intended to bar only claims arising in that two-week period, that is not what the release clause says. “When the con- tractual language is unambiguous on its face, our inquiry ends and the plain language of the Agreement controls.” Coast Fed. Bank, FSB v. United States, 323 F.3d 1035, 1040–41 (Fed. Cir. 2003) (en banc). Because the plain lan- guage of this release clause is unambiguous, there are no ambiguous terms to construe against the drafter. See Gar- diner, 467 F.3d at 1352. The ASBCA correctly determined that by entering this Contract Amendment, Team Hall waived any claim against the Exchange for the concession contract. We therefore affirm. AFFIRMED No costs.