Unisys Corp. v. La. Office of Motor Vehicles

270 So. 3d 637
CourtLouisiana Court of Appeal
DecidedDecember 28, 2018
DocketNUMBER 2018 CA 0556
StatusPublished

This text of 270 So. 3d 637 (Unisys Corp. v. La. Office of Motor Vehicles) is published on Counsel Stack Legal Research, covering Louisiana Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Unisys Corp. v. La. Office of Motor Vehicles, 270 So. 3d 637 (La. Ct. App. 2018).

Opinion

WHIPPLE, C.J.

Plaintiff, Unisys Corporation ("Unisys"), and defendants, the Louisiana Office of Motor Vehicles, through Kay Hodges, in her official capacity as the Commissioner of the Louisiana Office of Motor Vehicles, and the Louisiana Department of Public Safety and Corrections, through Michael D. Edmonson, in his official capacity as Deputy Secretary of the Louisiana Department of Public Safety and Corrections, (jointly referred to herein as "the Department") appeal a judgment of the district court affirming the Commissioner of Administration's decision concerning Unisys's claim for damages resulting from the termination of its professional services contract with the Department. For the reasons that follow, we amend the judgment of the district court in part, render judgment, in part, and affirm as amended.

FACTS AND PROCEDURAL HISTORY

In December 2002, the Department contracted with Unisys for Phase II of the Next Generation Motor Vehicles ("NGMV") Project, a project to re-engineer the computer systems of the Department of Public Safety and Corrections, Office of Motor Vehicles (OMV) for management of drivers' licenses, suspensions, *640vehicle registration, and other related functions. In August 2004, Unisys was awarded the Phase III contract for the project, and ultimately, on April 1, 2008, the parties entered into a new "Consulting Services Contract," which incorporated Phase II and Phase III with combined project deliverables and a consolidated schedule (hereinafter "the contract").

Thereafter, on December 15, 2008, a meeting was held between representatives of Unisys and the Department, and a decision was made to terminate the contract. By letter dated January 14, 2009, the Department confirmed the parties' mutual agreement to terminate the contract for convenience, invoking Section 4.2 of the contract.1 The Department thereafter gave Unisys formal written notice of termination of the contract, effective thirty (30) days from the date of the letter. The Department further advised Unisys that it awaited receipt of the inventory being conducted by Unisys, that it was conducting its own inventory, and that upon completion of these inventories, the Department wished to discuss any outstanding issues, including certain Unisys statements.

After the contract was terminated, on March 11, 2009, Unisys submitted its prepared inventory of deliverables and their completion status and requested additional payment in the amount of $8,771,189.00 for work purportedly "in progress" at the time of the termination.2 Following unsuccessful negotiations between the parties, by letter dated November 6, 2009, Deputy Secretary Edmonson notified Unisys that the Department's "position" was "that the parties mutually agreed to terminate the project, and that none of the sums are due with regards to [Unisys's] claim for retainage, deliverables in progress, or the 'purported unpaid completed deliverables'." The Deputy Secretary specifically concluded that after reviewing Unisys's claim for additional payment in the amount of $1,320,084.00, the documentation regarding these four deliverables revealed that all of the contractual requirements for payment had not been met, thus no payment was due. The Deputy Secretary further determined that the contract did not authorize payment of retainage upon early termination of the contract, the deliverables in progress were not satisfactorily completed, the work performed by Unisys had not yielded a usable product for the Department, and the documentation regarding the four purportedly completed deliverables revealed that all contractual requirements for payment had not occurred.

On June 2, 2010, in accordance with LSA-R.S. 39:1524 and 39:1525 of the Professional Services Procurement Code ("PSPC"),3 Unisys sought a written decision *641resolving the controversy from the Commissioner of Administration.4 Unisys asked the Commissioner to confirm that the contract was terminated for convenience by the Department and to resolve the amount of additional compensation due to Unisys for work performed up to the date of termination including, but not limited to: (a) $1,514,905.00 for four deliverables approved and accepted by the Department prior to the termination; (b) $2,716,240.00 withheld by the Department from the prior payments to Unisys for deliverables the Department approved and accepted; and (c) $4,470,673.00 for work that was satisfactorily completed and/or in progress at the time the Department terminated the contract. The matter was submitted to the Commissioner on the administrative record, the contracts between Unisys and the Department, and the briefs of the parties.

On July 9, 2010, the Commissioner issued a decision concerning the three claims urged by Unisys for additional payment under the contract. The Commissioner concluded that upon termination of the contract, Unisys was entitled to payment for deliverables in progress "to the extent the work has been performed satisfactorily and approved by the Agency," and thus, that Unisys was entitled to payment for four deliverables that had been approved by the Department. The Commissioner thereby reversed the decision of the Deputy Secretary denying Unisys payment in the amount of $1,320,084.00,5 but further determined that Unisys was not entitled to any further payment for the other items claimed.6

Thereafter, on August 13, 2010, in accordance with LSA-R.S. 39:1526 and 49:964, Unisys filed a "Petition for Limited Judicial Review of Administrative Decision" in the Nineteenth Judicial District Court, challenging the Commissioner's denial of its claims for retainage and deliverables in progress. In its petition, Unisys specifically stated that it was not seeking review of the portion of the Commissioner's decision finding that Unisys was entitled to $1,320,084.00 for the deliverables approved. Instead, Unisys sought judicial review of the Commissioner's denial of its claims for: (1) the retainage withheld by the Department from the payments to Unisys for deliverables the Department approved and accepted totaling $2,716,240.00; and (2) work that was satisfactorily completed and/or in progress at the time the Department terminated the contract for convenience totaling $4,470,673.00. Unisys additionally sought attorney's fees, costs of court, and interest, including prejudgment interest.

Unisys further asserted that the Department had no right to appeal the Commissioner's decision, and that accordingly, the part of the decision finding that Unisys *642was entitled to $1,320,084.00 for the four identified deliverables was "final and conclusive." In response, the Department filed an answer to the petition for judicial review together with a "reconventional demand," seeking "to traverse the adverse finding of the Commissioner" that Unisys was entitled to payment of $1,320,084.00 under the contract for deliverables approved.

In response to the Department's reconventional demand, Unisys filed a declinatory exception of lack of subject matter jurisdiction and peremptory exceptions of no cause of action and no right of action, contending that the Department had no right of action or cause of action for judicial review of the Commissioner's decision pursuant to LSA-R.S. 39:1524, et seq.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Landry v. Leonard J. Chabert Med. Ctr.
858 So. 2d 454 (Louisiana Court of Appeal, 2003)
Torbert Land Co., L.L.C. v. Montgomery
42 So. 3d 1132 (Louisiana Court of Appeal, 2010)
Willows v. State, Department of Health & Hospitals
15 So. 3d 56 (Supreme Court of Louisiana, 2009)
Fleming v. JE Merit Constructors, Inc.
985 So. 2d 141 (Louisiana Court of Appeal, 2008)
Sanders v. Ashland Oil, Inc.
696 So. 2d 1031 (Louisiana Court of Appeal, 1997)
Metro Riverboat Associates, Inc. v. Louisiana Gaming Control Bd.
797 So. 2d 656 (Supreme Court of Louisiana, 2001)
Hampton v. Hampton, Inc.
713 So. 2d 1185 (Louisiana Court of Appeal, 1998)
SCHOOLHOUSE, INC. v. Fanguy
69 So. 3d 658 (Louisiana Court of Appeal, 2011)
Quality Design & Construction, Inc. v. City of Gonzales
146 So. 3d 567 (Louisiana Court of Appeal, 2014)
Catamaran PBM of Maryland, Inc. v. State, Office of Group Benefits
174 So. 3d 683 (Louisiana Court of Appeal, 2015)
Hill v. Jindal
175 So. 3d 988 (Louisiana Court of Appeal, 2015)
Torbert Land Co. v. Montgomergy, 2010-2009 (La. 12/17/10)
51 So. 3d 16 (Supreme Court of Louisiana, 2010)
State ex rel. Guste v. Texaco, Inc.
433 So. 2d 756 (Louisiana Court of Appeal, 1983)
State ex rel. Guste v. Texaco Inc.
453 So. 2d 557 (Supreme Court of Louisiana, 1984)

Cite This Page — Counsel Stack

Bluebook (online)
270 So. 3d 637, Counsel Stack Legal Research, https://law.counselstack.com/opinion/unisys-corp-v-la-office-of-motor-vehicles-lactapp-2018.