Uniq Computer Corp. v. United States

36 Cont. Cas. Fed. 75,852, 20 Cl. Ct. 222, 1990 U.S. Claims LEXIS 160, 1990 WL 50928
CourtUnited States Court of Claims
DecidedApril 23, 1990
DocketNo. 465-86C
StatusPublished
Cited by78 cases

This text of 36 Cont. Cas. Fed. 75,852 (Uniq Computer Corp. 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
Uniq Computer Corp. v. United States, 36 Cont. Cas. Fed. 75,852, 20 Cl. Ct. 222, 1990 U.S. Claims LEXIS 160, 1990 WL 50928 (cc 1990).

Opinion

OPINION

REGINALD W. GIBSON, Judge:

This contract case is before the court on cross-motions for summary judgment filed by plaintiff Uniq Computer Corporation (Uniq), on behalf of its assignee United States Leasing Corporation (USLC), and the United States, on behalf of the Department of the Air Force (Air Force or defendant). The parties also move, in the alternative, for partial summary judgment on the relevant issue of liability. The subject dispute arose out the defendant’s solicitation, award, administration, and eventual non-renewal of certain option periods on an initial contract for the lease of an automated data processing (ADP) computer system.

As a consequence of certain alleged conduct by the Air Force, Uniq avers three separate claims as a basis for $387,939 in entitlement damages. More specifically, plaintiff avers that it is entitled to (1) partial termination for convenience damages for the defendant’s cancellation of certain system equipment in the middle of an op[224]*224tion year term; (2) breach of contract damages occasioned by the defendant’s failure to purchase the remainder of the system after it allegedly exercised a contract option clause to do so; and (3) damages for past performance below cost occasioned by the defendant’s non-renewal of certain of its options to extend the lease contract after it allegedly induced plaintiff to offer lower lease rates in the belief that all such options would be exercised. Jurisdiction is premised herein on 28 U.S.C. § 1491.

Both cross-motions for full summary judgment are DENIED, as there are genuine issues of material fact on the question of damages. On the alternative cross-motions for partial summary judgment, Uniq’s motion is GRANTED only to the extent that the defendant is liable for a partial termination for convenience. The cross-motion for partial summary judgment is DENIED with respect to liability on its claims for breach of contract and past performance below cost damages. Concomitantly, the defendant’s cross-motion for partial summary judgment on these liability issues is DENIED in part and GRANTED in part.

Facts

The subject dispute involves a fixed-price service contract, whereby the Air Force procured a “Scientific Support Computer System” through a lease agreement with Uniq. The system was to be acquired on a competitive selection basis through the award of an initial two-month contract that included an option to renew for each of five succeeding one-year terms. See generally Defense Acquisition Regulations (DAR), 32 C.F.R. §§ 1-1500 — 1-1506 (Options); cf. 32 C.F.R. § 1-322 (Multiyear Contracting). The leased equipment obtained by the Air Force was intended for use at the Air Force Institute of Technology (AFIT) at Wright-Patterson Air Force Base (AFB), Ohio.

Thus, on March 31, 1982, the Air Force issued Request for Proposals (RFP) No. F33600-82-R-0319. The solicitation was disseminated by the Air Force Contracting Division, Specialized Contracting Branch at Wright-Patterson AFB, Ohio. Section B-l of the RFP provided that:

The contractor (offeror) shall furnish the data processing equipment as specified in Section C, Description/Specification, for the period 1 August 1982 or date of contract award, whichever is later, through 30 September 1982. The contractor (offeror) shall furnish by make and model a purchase price, price per month for lease, and price per month of maintenance____

(emphasis added).

Pursuant to contract clause H-l,1 the solicitation also unequivocally informed all prospective offerors that any contract award would be subject to renewal options in the Air Force for each of five subsequent one-year periods. Consequently, in addition to requesting proposals for the original two-month contract period, the solicitation further required, in Sections B-2 through B-6 of the RFP, the contractor to submit pricing data for each of the subsequent five one-year option periods, fiscal years (FY) 1983, 1984, 1985, 1986, and 1987.2 The RFP further instructed that bids which did not include fixed prices for each respective option period would be re[225]*225jected as nonresponsive,3 as all offers were to be evaluated according to the total price of proposals for both the initial contract term and all option periods.4 While the solicitation stated that offers that did not include fixed prices for each option period would be viewed as nonresponsive, it also provided that evaluations based on bids for the option periods would not obligate the defendant to exercise those options.5

Therefore, in order to submit a responsive bid, offerors were required to make a proposal for the initial two-month contract period and each of the five individual option periods. Inasmuch as the Air Force would retain the right to renew the lease for five years, the terms proposed by the solicitation created the potential of a lease agreement covering a period ranging anywhere from a minimum of 2 months to a maximum of 62 months.6 The use of this type of option contract solicitation, according to the terms of the RFP itself, was due to a lack of available funds beyond the end of each respective fiscal year.7

On May 1, 1982, Uniq submitted its responsive offer, with pricing information for the initial two-month lease term and each of the five following option years. On June 2, 1982, Uniq modified its proposal to include more detailed line item lease and purchase pricing information for the five option years. Subsequently, on June 21, 1982, the defendant accepted the revised proposal and informed Uniq of the award by telegram.8

[226]*226The parties thereafter executed Contract No. F33600-82-C-0454 for the lease of a Digital Equipment Corporation (DEC) VAX 11/780 computer system, including peripherals, software, installation, and maintenance. That contract incorporated all the terms of the solicitation as previously discussed. More importantly, it set out the essential contract terms by separate paragraph:

Contract award is for the period from date of award through 30 September 1982 for the computer hardware listed on page lm at a cost of $19,251.30 plus a one-time charge of $7,800.00 for 90-day extended warranty, $7,500.00 for software installation, $4,202.00 for hardware installation, and the following software required special optional features listed on pages ILL and 1mm: package C, DYNAMO III/F — $12,300.00; package N, IMSL — $4,400.00. Total Award — $55,-453.30.

The lease contract commenced on August 11, 1982. The equipment was delivered and installed at AFIT in a timely fashion, after which it was accepted and used by the defendant. The performance of the equipment was at all times satisfactory and is not at issue in this case. Uniq subsequently assigned its rights to receive lease payments accruing under the contract to USLC in December of 1982, which the defendant recognized. Thereafter, pursuant to contract clause H-l, the Air Force did in fact renew the lease for three successive option periods, i.e., FYs 1983, 1984, and 1985. Contract Modification No.

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Bluebook (online)
36 Cont. Cas. Fed. 75,852, 20 Cl. Ct. 222, 1990 U.S. Claims LEXIS 160, 1990 WL 50928, Counsel Stack Legal Research, https://law.counselstack.com/opinion/uniq-computer-corp-v-united-states-cc-1990.