Commissioning Solutions Global, LLC
Docket: ASBCA 59254
Decision date: 2014-08-07

ARMED SERVICES BOARD OF CONTRACT APPEALS 
Appeal of--
Commissioning Solutions Global, LLC 
Under Contract No. N55236-13-D-0001 
APPEARANCE FOR THE APPELLANT: 
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APPEARANCES FOR THE GOVERNMENT: 
ASBCA No. 59254 
Mr. Victor Ogunniyi 
President 
Ronald J. Borro, Esq. 
Navy Chief Trial Attorney 
Stephen D. Tobin, Esq. 
Trial Attorney 
OPINION BY ADMINISTRATIVE JUDGE LOPES ON THE 
GOVERNMENT'S MOTION TO DISMISS 
The Department of the Navy (Navy or government) moves to dismiss 
Commissioning Solutions Global, LLC's, (CSG or appellant) appeal for failure to state 
a claim upon which relief can be granted. In the alternative, the government moves to 
dismiss all damages sought by appellant. The Board grants the government's motion 
to dismiss this appeal for failure to state a claim. 
STATEMENT OF FACTS (SOF) FOR PURPOSES OF THE MOTION 
1. The Navy Southwest Regional Maintenance Center (SWRMC) awarded 
Contract No. N55236-13-D-0001 (the contract) to CSG on 1November2012 for 
hydraulic/lube oil flush services on Navy vessels located within a 50-mile radius of 
San Diego, California (R4, tab 1 at 1, 221). The contract's period of performance 
includes a base period of one year from effective date of award (30 October 2012) plus 
four one-year option periods (R4, tab 1 at 247). The government exercised Option 
Year one on 30 October 2013 (compl. at 1; gov't mot. at 3). The contract incorporated 
by reference the FAR 52.233-1, DISPUTES (JUL 2002) clause (R4, tab 1at263). 
2. The contract is an indefinite quantity (IQ) type (R4, tab 1 at 265). Work 
is issued through the award of fixed-price delivery orders in accordance with 
FAR 52.216-18, ORDERING (OCT 1995); FAR 52.216-19, ORDERING LIMITATIONS 
(OCT 1995); and FAR 52.216-22, INDEFINITE QUANTITY (OCT 1995), which are 

incorporated by full text (R4, tab 1 at 264-65). The Indefinite Quantity clause 
provides in pertinent part as follows: 
(a) This is an indefinite-quantity contract for the supplies 
or services specified and effective for the period stated, in 
the Schedule. The quantities of supplies and services 
specified in the Schedule are estimates only and are not 
purchased by this contract. 
(b) Delivery or performance shall be made only as 
authorized by orders issued in accordance with the 
Ordering clause. The Contractor shall furnish to the 
Government, when and if ordered, the supplies or services 
specified in the Schedule up to and including the quantity 
designated in the Schedule as the "maximum". The 
Government shall order at least the quantity of supplies or 
services designated in the Schedule as the "minimum". 
(R4, tab 1 at 265) 
3. The Minimum Contract Guarantee and Maximum Potential clause provided: 
(a) The guaranteed minimum amount for this contract shall 
be a total of $3,000, as met through the issuance of one or 
more delivery orders within five years of contract award. 
(b) The Government has no obligation to issue delivery 
orders to the Contractor beyond the amount specified in 
paragraph (a) of this clause. Once the conditions of 
paragraph (a) have been met, the Contract will continue to 
have the "fair opportunity" to be issued delivery order(s) 
under this contract unless notified by the CO .... 
( c) The maximum dollar amount that may potentially be 
awarded under this contract is $100,729,000. 
(R4, tab 1 at 255) Thus, the government has no obligation to issue orders to the 
contractor beyond the stated minimum guarantee, and once the guaranteed minimum 
has been met, the contractor will continue to have the fair opportunity to be issued 
orders. 
4. The Navy issued requests for proposals (RFPs) for two orders during the 
contract base year: RFP 
0001 and RFP 0002 (compl. at 11-12; gov't mot. at 3). 
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RFP 0001 was cancelled by the government (id.). CSG withdrew its proposal for 
RFP 0002 (id.). 
5. In an earlier matter, the Board granted the government's motion to dismiss 
CSG's petition for the Board to direct the CO to render a decision because the claim 
was not in a sum certain. The dismissal was without prejudice to CSG submitting a 
claim in a sum certain in accordance with the CDA. Commissioning Solutions Global, 
LLC, ASBCA No. 59007-945, 14-1BCAif35,523. On 13 February 2014, CSG filed a 
certified claim with the SWRMC contracting officer (R4, tab 4). CSG claimed lost 
profits of $3,599,668.17 on anticipated requirements for the contract base year, 
$1,000,000 to restore equipment to original functionality and $5,000,000 for emotional 
stress, instability and family reputation (compl. at 24, appx. I; gov't mot. at 3). 
6. On 4 April 2014, the contracting officer issued a contracting officer's final 
decision denying the claim (R4, tab 5). 
7. On 10 April 2014, GSC filed this appeal. 
DECISION 
In its complaint CSG alleges that the Navy breached the contract by assigning 
or directing work to shipyards that otherwise could have been ordered under the 
contract ( compl. at 7). CSG also alleges that the Navy, in bad faith, awarded an IQ 
contract with a $3,000 order minimum over five years instead of what properly should 
have been a "retainer type of contract" (comp I. at 11).1 Further, CSG alleges it was 
not awarded the two delivery orders issued in the contract base year because, in the 
case ofRFP 0001, the Navy awarded the work to a shipyard, and in the case of 
RFP 0002, CSG withdrew its proposal in view of "unrealistic time requirements 
(Period of Performance) and expectations as originally proposed" (compl. at 11-12). 
In response to these allegations, the government argues that: the contract is an 
IQ type contract and that the guaranteed minimum amount for the contract is $3,000 as 
met through the issuance of one or more delivery orders within five years of contract 
award (R4, tab 5 at l); CSG has characterized the contract as a requirements contract 
yet has provided no facts to support this characterization (gov't mot. at 7); and that 
CSG had a fair opportunity to bid on the delivery orders issued during the contract 
base year, but that RFP 0001 was cancelled and CSG voluntarily withdrew its offer for 
RFP 0002 (gov't mot. at 8; R4, tab 5 at 1). 
1 We presume appellant refers to a requirements contract. 
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states: 
In Bell/Heery v. United States, 739 F.3d 1324, 1330 (Fed. Cir. 2014), the court 
To survive a motion to dismiss, a complaint must 
contain sufficient factual matter, accepted as true, to "state 
a claim to relief that is plausible on its face." Ashcroft v. 
Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell At!. Corp. v. 
Twombly, 550 U.S. 544, 570 (2007)). In deciding a motion 
to dismiss, the court must accept well-pleaded factual 
allegations as true and must draw all reasonable inferences 
in favor of the claimant. Kellogg Brown & Root Servs., 
Inc. v. United States, 728 F.3d 1348, 1365 (Fed. Cir. 
2013). 
The court further explained that a breach of contract claim requires assessment of two 
components: 
( 1) [A ]n obligation or duty arising out of the contract and 
(2) factual allegations sufficient to support the conclusion 
that there has been a breach of the identified contractual 
duty. In making this assessment, the court must interpret 
the contract's provisions to ascertain whether the facts 
plaintiff alleges would, if true, establish a breach of 
contract. [Citations omitted] 
In making an assessment of the claim before us, we "must interpret the contract's 
provisions to ascertain whether the facts [appellant] alleges would, if true, establish 
breach of contract." Id. 
We find that CSG had not met these requirements. First, the contract is an IQ 
type contract, and CSG has not alleged that the Navy failed to meet the contract's 
$3,000 minimum 
ordering requirement. Appellant has pointed to no contractual 
prohibitions against the Navy ordering hydraulic/lube oil services from shipyards or 
from other parties provided that it meets its $3,000 minimum ordering requirement 
during the term of the contract. Nor have we found any such prohibitions. 
Accordingly, such actions even iftrue do not constitute a breach of contract. 
Second, the record establishes that CSG and the Navy properly executed the 
contract, and that CSG knowingly entered into an IQ type contract (SOF ifil 1, 2). The 
Board understands CSG's contention that the contract should have properly been a 
"retainer type of contract" to mean it should have been a requirements contract -
namely a contract that "provides for filling all actual purchase requirements of 
designated Government activities for supplies or services during a specified contract 
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period (from one contractor), with deliveries or performance to be scheduled by 
placing orders with the contractor." The time for appellant to have complained about 
the type of contract being solicited was before award. Flight Refueling, Inc., ASBCA 
Nos. 46846, 48503, 97-2 BCA ~ 29,000 at 144,486 (contractor contended contract type 
other than firm-fixed price should have been awarded), afj"d, 168 F.3d 1318 (Fed. Cir. 
1998) (table); AGS-Genesys Corporation, ASBCA No. 35302, 89-2 BCA ~ 21,702 
at 109,108 (contractor contended solicitation was improper). This Board, of course, 
has no jurisdiction over bid protests. Coastal Corp. v. United States, 713 F.2d 728, 
730 (Fed. Cir. 1983). 
Third, CSG states that the 
reason that the Navy cancelled RFP 0001 was 
because the work was no longer required, but that CSG suspects that the work was 
intentionally cancelled so that the government could reassign the 
work to a MSMO 
contract (i.e., to a shipyard) ( compl. at 11 ). Even assuming these facts as true, it still 
would not have constituted a breach of the contract. The Navy had no contractual 
obligation to order the work for RFP 0001 from CSG and the Navy was not 
contractually prohibited from awarding the 
work to a shipyard. Concerning RFP 0002, 
CSG states that it was not provided sufficient time to prepare its proposal, and that the 
order had unrealistic period of performance requirements (compl. at 12). The Navy 
had no more contractual obligation to award RFP 0002 to appellant than it did 
RFP 0001. Even assuming appellant's factual allegations to be true, they do not 
constitute a breach of contract. Accordingly, even assuming that CSG's alleged facts 
for RFP 0001 and RFP 0002 are true, such facts still would have not constituted a 
breach of contract. 
CONCLUSION 
Appellant has failed to state a claim upon which relief can be granted. The 
government's motion 
to dismiss is granted. 
Dated: 7 August 2014 
(Signatures continued) 
5 
CRANE L. LOPES 
Administrative Judge 
Armed Services Board 
of Contract Appeals 

I concur 
d~£~ 
Administrative Judge 
Acting Chairman 
Armed Services Board 
of Contract Appeals 
I concur 
RICHARD SHACKLEFORD 
Administrative Judge 
Vice Chairman 
Armed Services Board 
of Contract Appeals 
I certify that the foregoing is a true copy of the Opinion and Decision of the 
Armed Services Board of Contract Appeals in ASBCA No. 59254, Appeal of 
Commissioning Solutions Global, LLC, rendered in conformance with the Board's 
Charter. 
Dated: 
6 
JEFFREY D. GARDIN 
Recorder, Armed Services 
Board of Contract Appeals