QUALITY TECHNOLOGY COMPANY, PETITIONER V. STONE & WEBSTER
ENGINEERING COMPANY, INC., ET AL.

   No. 90-1184

   In The Supreme Court Of The United States

   October Term, 1990

   On Petition For A Writ Of Certiorari To The United States Court Of
Appeals For The Sixth Circuit

   Brief For The Respondents In Opposition

            TABLE OF CONTENTS
   Questions Presented
   Opinions below
   Jurisdiction
   Statement
   Argument
   Conclusion

                            OPINIONS BELOW

   The opinion of the court of appeals (Pet. App. 92-93) is
unreported, but the decision is noted at 909 F.2d 1484.  The opinions
of the district court (Pet. App. 3-91) are reported at 745 F. Supp.
1331.

                             JURISDICTION

   The judgment of the court of appeals was entered on August 2, 1990.
 A petition for rehearing was denied on October 19, 1990.  Pet. App.
94-95.  The petition for a writ of certiorari was filed on January 17,
1991.  The jurisdiction of this Court is invoked under 28 U.S.C.
1254(1).

                          QUESTIONS PRESENTED

   1. Whether the Tennessee Valley Authority's Manager of Nuclear
Power, who served as a "loaned employee" pursuant to a contract with a
private consulting firm, is entitled to absolute immunity from suit
under state tort law for discretionary actions within the scope of his
duties.

   2. Whether the courts below properly granted summary judgment on
petitioner's Bivens claims.

                               STATEMENT

   1 a. In April 1985, petitioner entered into a one-year contract
with the Tennessee Valley Authority to provide services in connection
with the development of a program to identify employee safety concerns
at TVA's Watts Bar Nuclear Plant.  /1/ Petitioner undertook to
interview all employees at the Watts Bar Plant and develop procedures
for gathering and processing confidential employee interviews.  The
contract provided for petitioner to render services "when and as
requested" by TVA.  The original contract provided that the fee for
petitioner's services would not exceed $3.6 million;  that amount was
later increased to $5.6 million.  Pet. App. 4-6;  Gov't C.A. Br. 9-10.

   Petitioner's interviews resulted in a large backlog of pending
employee concerns.  At TVA's request, petitioner submitted a proposal
to modify its contract to give petitioner additional responsibility
for investigating the pending concerns.  Petitioner proposed to
increase its maximum fee to TVA by some $11.5 million.  TVA concluded
that petitioner's proposal did not suit the agency's needs, but
proposed to continue petitioner's involvement and to increase the
amount of the contract, first by $750,000 and then by $1.5 million.
Petitioner and TVA were unable to reach agreement on a contract
modification.  Petitioner ceased work when the full amount authorized
under the contract had been expended.  Pet. App. 6-8;  Gov't C.A. Br.
10, 18-20.

   In January 1986, TVA and petitioner entered into a second contract,
for a maximum of $635,000, under which petitioner agreed to provide
services "when and as requested" in connection with the development of
an in-house employee concerns program that would receive, investigate,
and resolve employee concerns raised throughout TVA beginning in
February 1986.  TVA subsequently determined that it would not need any
services from petitioner under this contract after January 31, 1986,
and it so informed petitioner.  Pet. App. 7;  Gov't C.A. Br. 10-11,
19.

   b. In 1985, TVA's nuclear power program faced serious difficulties.
 TVA had shut down its operating nuclear power generators at Sequoyah
and Browns Ferry.  The agency had not applied for a license to operate
the Watts Bar Plant, even though that facility was essentially
complete.  In response to this situation, TVA hired respondent Steven
A. White, a retired admiral with extensive experience in the Navy's
nuclear power program, to serve as the agency's Manager of Nuclear
Power.  White's services were provided to TVA pursuant to a contract
between TVA and respondent Stone & Webster Engineering Corporation, an
engineering consulting firm.  Stone & Webster, in turn, contracted
with respondents Stemar Corporation (a consulting company whose only
employees are Mr. White and his wife) and Beta, Inc. (another
consulting firm) to provide the services of White and up to 12
additional individuals to TVA as "loaned employees." Pet. App. 8-9;
Gov't C.A. Br. 11-15.

   White began work for TVA on January 13, 1986.  His duties and
responsibilities were defined by a memorandum of understanding between
TVA's Board of Directors and White.  The memorandum provided that
White had "direct authority for the management, control and
supervision of TVA's entire nuclear power program." Pet. App. 30
(quoting memorandum).  As Manager of Nuclear Power, White was "TVA's
principal spokesman on public information matters" and the "primary
line manager with responsibility to determine the need for * * * all *
* * services required for the nuclear power program," and was
"authorized to take any other actions that he deem(ed) necessary or
appropriate to improve the effectiveness of the overall management of
TVA's nuclear power program." Id. at 30-33 (quoting memorandum).  /2/

   2. In January 1987, petitioner sued respondents in state court.
Petitioner's complaint alleged that respondents had (1) conspired
among themselves to induce TVA to breach its contracts with
petitioner;  (2) tortiously interfered with petitioner's business
relationship with TVA;  and (3) disparaged petitioner's business
reputation.  Pet. App. 10.  Petitioner's disparagement claim was based
on allegations that White told a Congressman that petitioner "cost too
much, was too slow, and didn't meet White's standards of quality," and
that petitioner was "lazy, slow, and their reports are the worst I
have ever read." Id. at 62.  Petitioner also alleged that one of the
principals of respondent Beta told a Department of Labor investigator
that petitioner "was a cancer to be dealt with." Ibid.  In addition to
its state law claims, petitioner asserted a Bivens claim alleging that
respondents, while exercising "governmental responsibilities," had
deprived petitioner of protected property and liberty interests
without due process of law.  Pet. App. 10-11;  Gov't C.A. Br. 20-22.

   a. Respondents removed the case to the United States District Court
for the Eastern District of Tennessee.  Following discovery, the
district court granted respondents' motion for summary judgment on all
claims.  Pet. App. 1-91.

   As to petitioner's state law claims, the district court held (Pet.
App. 19-46) that White was entitled to absolute immunity under
Westfall v. Erwin, 484 U.S. 292 (1988), and Barr v. Matteo, 360 U.S.
564 (1959).  The court rejected petitioner's argument that White was
"not a federal employee of the kind entitled to immunity from suit."
Pet. App. 20.  The court observed that the contractual relationship
among TVA, Stone & Webster, and Stemar "reveal(s) an intent to
side-step regular hiring practices and the related * * * limitations
on salary and compensation." Id. at 20-21.  But the court concluded
that White's status as a loaned employee did not affect his
entitlement to immunity.  Because official immunity is "an expression
of a policy designed to aid in the effective functioning of
government," Barr, 360 U.S. at 572-573, the court said that it is the
nature of the defendant's duties, rather than his status, that
determines immunity.  Pet. App. 25-26 (citing Cleavinger v. Saxner,
474 U.S. 193, 201 (1985)).

   Applying this "functional inquiry" (Pet. App. 27), the district
court held that petitioner's contractual relationship with TVA was
within the scope of White's duties as Manager of Nuclear Power.  Id.
at 39.  White had "responsibility for the operation of TVA's entire
nuclear program, answering only to the General Manager and the Board
of Directors." Id. at 37.  "(I)dentifying and addressing the safety
concerns expressed by TVA employees was a high priority task, crucial
to returning the TVA nuclear program to operating status." Id. at 38.
The court, observing that petitioners "have failed to challenge the
(respondents') claims that their actions were discretionary,"
concluded that White's alleged actions "were in fact discretionary."
Id. at 44.  In particular, White's allegedly defamatory statements
were within his discretion as TVA's principal spokesman on nuclear
power matters.  /3/ Id. at 43.  Accordingly, the court held that White
was entitled to absolute immunity from liability on petitioner's state
law tort claims.  The court proceeded to dismiss the state law claims
against the corporate respondents because, under Tennessee law, there
is no vicarious liability unless the agent is subject to individual
liability.  Pet. App. 45-46 (citing authorities).  /4/

   The court also granted summary judgment for respondents on
petitioner's constitutional tort claims.  Pet. App. 46-47.  Because
petitioner's contracts with TVA provided that petitioner would render
services only "when and as requested by TVA," the court was "hard
pressed to find a property interest created by the * * * contract."
Id. at 49.  The court also rejected petitioner's alternative argument
that it suffered deprivation of a protected liberty interest in its
reputation.  The court noted that injury to reputation, without more,
is not protected under the Due Process Clause.  See Paul v. Davis, 424
U.S. 693 (1976).  Respondents' alleged statements, which concerned the
adequacy of petitioner's performance rather than its honesty or
morality, did not carry the kind of stigma that might give rise to a
procedural due process claim.  Moreover, the court concluded that an
affidavit submitted by petitioner failed to show that it was
foreclosed from obtaining other employment as a result of the alleged
statements.  Pet. App. 56.  In any event, the court held, respondent
White was entitled to qualified immunity for his statements, because
they violated no clearly established right of petitioner.  Pet. App.
70-71.

   b. The district court denied petitioner's motion to alter or amend
the judgment.  Pet. App. 79-91.  In response to petitioner's
contention that White "was not 'lawfully entrusted' with the requisite
discretionary authority necessary to assert the protection of official
immunity," id. at 83, the court said that "it would appear that White
was in fact 'lawfully entrusted' with the authority to perform the
discretionary functions relating to (petitioner)." Id. at 83-84.  The
court found nothing in the record to show that the arrangement between
TVA and respondents was improper under 18 U.S.C. 208(a).  And even if
the arrangement between TVA and White was improper, White and TVA
nevertheless shared "the same interest in getting the Government's
work done." Pet. App. 84 (quoting Boyle v. United Technologies Corp.,
487 U.S. 500, 505 (1988)).  The court also rejected petitioner's
contention that summary judgment was inappropriate in light of its
allegation of a conspiracy to "obtain control of TVA's nuclear
program." The court noted that respondents' motives are irrelevant to
White's entitlement to absolute immunity.  Pet. App. 89-90 (citing
Barr v. Matteo, 360 U.S. at 575).

   3. The court of appeals affirmed for the reasons stated by the
district court.  Pet. App. 92-93.

                               ARGUMENT

   As petitioner recognizes (Pet. 59), this case concerns an "unusual"
employment arrangement adopted by TVA in response to a crisis in its
nuclear power program.  Because this unusual situation is unlikely to
recur, and because the decision of the courts below is correct and
does not conflict with any decision of this Court or any other court
of appeals, further review is not warranted.

   1. a. In Westfall v. Erwin, 484 U.S. 292, 300 (1988), this Court
held that federal officials are absolutely immune from tort liability
under state law for conduct that is "within the outer perimeter of an
official's duties and is discretionary in nature." The reason for this
immunity is that

      officials of government should be free to exercise their duties
      unembarrassed by the fear of damage suits in respect of acts
      done in the course of those duties -- suits which would consume
      time and energies which would otherwise be devoted to
      governmental service and the threat of which might appreciably
      inhibit the fearless, vigorous, and effective administration of
      policies of government.

Barr v. Matteo, 360 U.S. 564, 571 (1959).  The doctrine of official
immunity is fully applicable to TVA officials.  See Queen v. TVA, 508
F. Supp. 532 (E.D. Tenn. 1980), aff'd, 689 F.2d 80 (6th Cir. 1982),
cert. denied, 460 U.S. 1082 (1983);  Walters v. TVA, 503 F. Supp. 111
(E.D. Tenn. 1980), aff'd 698 F.2d 1225 (6th Cir.) (Table), cert.
denied, 459 U.S. 823 (1982).  /5/

   Petitioner does not dispute the lower courts' conclusion that
respondent White acted within the scope of his duties as TVA's Manager
of Nuclear Power, or that his alleged actions were discretionary in
nature.  The courts below are plainly correct on these points.  As
Manager of Nuclear Power, White had "direct authority for the
management, control and supervision of TVA's entire nuclear power
program." Pet. App. 30.  His broad duties included, among other
things, acting as TVA's "principal spokesman on public information
matters, * * * (and as) the primary line manager with responsibility
to determine the need for * * * services required for the nuclear
power program." Id. at 31-32.

   Petitioner asserts (Pet. 19-40), however, that White was an
independent contractor, and that independent contractors are not
entitled to official immunity for conduct that is discretionary in
nature.  As an initial matter, petitioner errs in its blanket
assertion that independent contractors who exercise discretion are
never entitled to immunity.  See, e.g., Boyle v. United Technologies
Corp., 487 U.S. at 512-513 (contractor may be immune even if it
exercised some discretion in design of military equipment);  Yearsley
v. W.A. Ross Constr. Co., 309 U.S. 18 (1940) (landowner barred from
suing government contractor on claim that construction of a dam eroded
land).  See also Bushman v. Seiler, 755 F.2d 653 (8th Cir. 1985)
(consultant to an insurance company that served as a Medicare carrier
deemed a government official for immunity purposes).  In any event,
petitioner has mischaracterized the nature of White's relationship to
TVA.  As Manager of Nuclear Power, White was a "primary line manager"
who reported "directly to the General Manager and Board of Directors"
of TVA.  Pet. App. 32 (quoting Memorandum of Understanding).
consequently, White was acting in the capacity of an employee of TVA.
/6/

   Petitioner asserts that a contract between TVA and respondent
Stemar Corporation entered into on January 7, 1987 (nearly a year
after the actions alleged in petitioner's complaint) demonstrates that
White "has gone to great lengths to establish that he is an
Independent Contractor and not a federal employee." Pet. 19-20.  But
as petitioner itself notes (id. at 20), the contract provided only
that Stemar was an independent contractor, and that Stemar should not
be deemed to be an agent or employee of TVA.  The contract did not
provide that White, as TVA's Manager of Nuclear Power, would not be an
agent or employee of TVA.  On the contrary, the contract expressly
provided that White would comply with 18 U.S.C. 208(a), a statute that
applies only to "an officer or employee of the executive branch of the
United States Government (or) any independent agency of the United
States." Similarly, TVA's memorandum of understanding with White
subjected him to "all applicable TVA rules and procedures covering TVA
employees." Pet. App. 33.  /7/

   Petitioner also relies (Pet. 15-16) on an opinion of the
Comptroller General concluding that TVA's contractual arrangement for
White's services was an improper contract for personal services.  86
Fed. Pay & Ben. Rep. (LRP Pub.) Paragraph 1087 (June 2, 1986).  As
petitioner recognizes (Pet. 16), the Comptroller General's opinion is
not conclusive on this issue, and an independent counsel has concluded
that TVA's contractual relationship with White was proper.  /8/ C.A.
App. 2153-2254.  In any event, the Comptroller General's opinion does
not support petitioner's position.  That opinion recognizes that TVA's
arrangement with White did "not involve the performance of a
particular job or task without supervision and control by the
Government, but rather involves the management of TVA's nuclear power
program," and concludes that "the contractual arrangement between TVA
and Mr. White clearly establishes an employer-employee relationship."
86 Fed. Pay & Ben. Rep. at X-86-130.

   Petitioner's reliance on this Court's decision in Boyle v. United
Technologies Corp., supra, is misplaced.  Boyle held that government
contractors are immune from suit under state tort law for design
defects in military equipment when the government approves "reasonably
precise specifications," the equipment conforms to those
specifications, and the contractor warns the government of dangers
that were known to it but not to the government.  487 U.S. at 512.
The Court said that "the first two of these conditions assure that the
suit is within the area where the policy of the 'discretionary
function' would be frustrated -- i.e., they assure that the design
feature in question was considered by a Government officer, and not
merely by the contractor itself." Ibid.  To permit "second-guessing"
of discretionary judgments by TVA's Manager of Nuclear Power through
state law claims merit no further review.  Petitioner sought to be
avoided" by the discretionary function exemption of the Federal Tort
Claims Act, 28 U.S.C. 2680(a), as well as by the Court's decision in
Boyle.  487 U.S. at 511.  /9/

   b. Petitioner's other contentions concerning its state law claims
merit no further review.  Petitioner claims (Pet. 41-44) to have
alleged that respondents engaged in tortious activity before White
assumed his duties as Manager of Nuclear Power.  But the disctrict
court rejected this fact-bound contention, finding that petitioner
"alleges its injury to be the direct result of the discretionary
actions of Mr. White, while acting in his official capacity." Pet.
App. 45.  In addition, the court below correctly granted summary
judgment in favor of the corporate respondents on petitiner's state
law claims.  Under Tennessee law, a principal cannot be held
vicariously liable unless its agent is subject to liability.  See
Stewart v. Craig, 208 Tenn. 212, 217-218, 344 S.W.2d 761, 763 (1961);
Ownby v. Kleyhammer, 194 Tenn. 109, 250 S.W.2d 37 (1952).

   2. Petitioner contends (Pet. 44-49) that respondents are not
entitled to immunity because White's alleged actions were illegal
under 18 U.S.C. 208(a).  /10/ That contention is without merit.  The
fact that a federal official may be subject to criminal penalties for
participating in a matter in which he has a personal interest does not
imply that the official is not exercising discretionary authority
within the scope of his employment.  Moreover, petitioner's allegation
of illegality is unfounded.  Pursuant to 18 U.S.C. 208(b), the TVA
Board determined that White's interest in Stone & Webster was not so
substantial as to affect the integrity of the services rendered.  See
Pet. 60.  The Board based its determination on the fact that White
would be paid the same amount regardless of whether TVA purchased any
other services from Stone & Webster, and on the fact that the TVA
Board itself, rather than White, authorized the purchase of services
from Stone & Webster.  /11/

   3. Finally, petitioner renews its contention (Pet. 50-59) that
respondent deprived it of constitutionally protected property and
liberty interests without due process.  That contention warrants no
further review.  The courts below correctly held that petitioner had
no claim that protected property or liberty interests had been
infringed, and that White was entitled to qualified immunity because
there had been no invasion of any "clearly established" legal rights,
Pet. 69 (quoting Harlow v. Fitzgerald, 457 U.S. 800, 817-818 (1982)).

   Petitioner had no legitimate claim of entitlement to continuation
of its contracts or to additional payments from TVA.  See Board of
Regents v. Roth, 408 U.S. 564, 577 (1972) (property interest entails a
"legitimate claim of entitlement" to the claimed benefit).  The TVA
Act itself certainly did not grant petitioner a right to provide
additional services to TVA.  See Inryco, Inc. v. TVA, 471 F. Supp. 59
(E.D. Tenn. 1978);  GF Business Equip. Co. v. TVA, 430 F. Supp. 699
(E.D. Tenn 1975), aff'd, 556 F.2d 581 (6th Cir. 1977).  And
petitioner's contracts with TVA provided for petitioner to render
services only "when and as requested" by TVA.  Pet. App. 49-50.
Absent a request by TVA, petitioner had no right to perform any
services or receive any payment from TVA.  Moreover, all monies
authorized under petitioner's principal contract with TVA were in fact
expended.

   In addition, petitioner failed to state a valid claim for
deprivation of a protected liberty interest.  Damage to reputation,
without more, is not a deprivation of constitutionally protected
liberty.  See Paul v. Davis, 424 U.S. 693, 708-712 (1976).  A
plaintiff asserting an unconstitutional deprivation of a liberty
interest in this context must show that government officials not only
defamed him, but did so to such an extent as to brand his reputation
with a "stigma" that deprived the plaintiff of some affirmative right
previously held under state law.  Id. at 708, 711.  Here, the district
court found (Pet. App. 65) that "(t)he statements made by White * * *
merely reflected White's opinion of the competence and job performance
of (petitioner)." Such statements are not stigmatizing.  See, e.g.,
Russell v. Hodges, 470 F.2d 212, 215 n.2 (2d Cir. 1972);  Blair v.
Board of Regents, 496 F.2d 322, 324 (6th Cir. 1974);  Lake Mich.
College Fed'n of Teachers v. Lake Mich. Community College, 518 F.2d
1091, 1097 (6th Cir. 1975), cert. denied, 427 U.S. 904 (1976);
Stretten v. Wadsworth Veterans Hosp., 537 F.2d 361, 366 (9th Cir.
1976).  See also Munson v. Friske, 754 F.2d 683, 693 (7th Cir. 1985);
Hadley v. County of Du Page, 715 F.2d 1238, 1245 (7th Cir. 1983),
cert. denied, 465 U.S. 1006 (1984).  Consequently, the courts below
properly rejected petitioner's procedural due process claims.

                              CONCLUSION

   The petition for a writ of certiorari should be denied.

   Respectfully submitted.

   KENNETH W. STARR

      Solicitor General

   EDWARD S. CHRISTENBURY

      General Counsel Tennessee Valley Authority

   JAMES E. FOX

      Deputy General Counsel

   ROBERT C. GLINSKI

      Assistant General Counsel

   THOMAS C. DOOLAN

      Senior Litigation Attorney Tennessee Valley Authority

   APRIL 1991

   /1/ TVA is a government agency, created by the Tennessee Valley
Authority Act of 1933 (TVA Act), 16 U.S.C. 831-831dd, that, among
other things, supplies electricity to large areas of Tennessee and
adjoining States.  The TVA is "an instrumentality of the United
States." Tennessee Elec. Power Co. v. TVA, 306 U.S. 118, 134 (1939).

   /2/ Admiral White left his position as TVA's Manager of Nuclear
Power after the agency successfully returned both of the Sequoyah
nuclear generating units to operation.  Gov't C.A. Br. 15 n.6.

   /3/ The court held that a statement allegedly made by a principal
of respondent Beta, Inc. to an investigator for the Department of
Labor was privileged under 42 U.S.C. 5851.  See Pet. App. 73.

   /4/ In addition, the court observed that petitioner's claim for
trade disparagement appeared to be barred by the statute of
limitations.  Pet. App. 16 & n.1.

   /5/ In response to this Court's decision in Westfall v. Erwin,
supra, Congress passed legislation providing that federal employees
are absolutely immune from suit under state law for acts within the
scope of their employment.  See Federal Employees Liability Reform and
Tort Compensation Act of 1988 (Reform Act), Pub. L. No. 100-694, 102
Stat. 4563.  The Reform Act applies to all claims that were pending on
November 18, 1988.  See Section 8, 102 Stat. 4565-4566.  It also
applies to employees of the TVA.  See Section 9, 102 Stat. 4566-4567;
16 U.S.C. 831c-2.  Thus, to the extent that White is an employee under
the Reform Act, he is entitled to absolute immunity from suit under
state law.  And since petitioner does not dispute that White's actions
were discretionary in nature, White is also entitled to absolute
immunity under this Court's decision in Westfall.

   /6/ See generally Restatement (Second) of Agency Section 2(2)
(1958) ("A servant is an agent employed by a master to perform service
in his affairs whose physical conduct in the performance of the
service is controlled or is subject to the right to control by the
master.");  id. Section 2(3) ("An independent contractor is a person
who contracts with another to do something for him but who is not
controlled by the other nor subject to the other's right to control
with respect to his physical conduct in the performance of the
undertaking.").  Cf. United States v. Orleans, 425 U.S. 807, 814
(1976) (under Federal Tort Claims Act, critical element in
distinguishing federal agency from contractor is "power of the Federal
government 'to control the detailed physical performance of the
contractor.'" (quoting Logue v. United States, 412 U.S. 521, 528
(1973)).

   /7/ It is true that TVA's relationship with White was designed to
avoid the salary cap for a "regular officer or employee of (TVA)"
established by 16 U.S.C. 831b, as well as the restrictions on dual pay
established by 5 U.S.C. 5531-5532.  In addition, White did not fit the
definition of a "special Government employee" within the meaning of 18
U.S.C. 202, because his services were obtained for more than 130 days
during a 365-day period.  Although TVA's arrangement with White may
not have fit a standard federal employment category, there is no doubt
that he reported to TVA's General Manager and Board of Directors,
which had the right to control his official actions.

   /8/ Congress has granted the TVA exceptionally broad authority to
enter into contracts for services.  TVA is authorized "subject only to
the provisions of the (TVA Act) * * * to enter into such contracts,
agreements, and arrangements, upon such terms and conditions and in
such manner as it may deem necessary," and to "determine * * * the * *
* contents of its contracts and other business documents except as
otherwise provided in the (TVA Act)." 16 U.S.C. 831h(b).  See also 16
U.S.C. 831c(g).

   /9/ See also note 5, supra (immunity under Reform Act).

   /10/ Section 208(a) provides:

         Except as permitted by subsection (b) hereof, whoever, being
      an officer or employee of the executive branch of the United
      States Government, (or) of any independent agency of the United
      States * * * participates personally and substantially as a
      Government officer or employee * * * in a * * * matter in which,
      to his knowledge, he * * * (or any) organization in which he is
      serving as officer, director, trustee, partner or employee * * *
      has a financial interest -- shall be fined not more than
      $10,000, or imprisoned not more than two years, or both.

   /11/ United States v. Mississippi Valley Generating Co., 364 U.S.
520 (1961), is of no help to petitioner.  In that case, the Court
framed the question presented as "whether the Government may disaffirm
a contract which is infected by an illegal conflict of interest." Id.
at 566.  The Court did not suggest that any government contract
entered into in violation of 18 U.S.C. 208(a) is void even if the
government chooses to enforce the contract despite the conflict of
interest.