Canon Solutions America, Inc.
Docket: ASBCA 59540
Decision date: 2014-11-05

ARMED SERVICES BOARD OF CONTRACT APPEALS 
Appeal of -- ) 
) 
Canon Solutions America, Inc. ) 
) 
Under Contract No. W911SE-04-A-0007 ) 
APPEARANCES FOR THE APPELLANT: 
APPEARANCES FOR THE GOVERNMENT: 
ASBCA No. 59540 
Andrew K. Wible, Esq. 
Andrew J. Mohr, Esq. 
Cohen Mohr LLP 
Washington, DC 
Raymond M. Saunders, Esq. 
Army Chief Trial Attorney 
MAJ Cameron R. Edlefsen, JA 
Trial Attorney 
OPINION BY ADMINISTRATIVE JUDGE O'CONNELL ON THE 
GOVERNMENT'S MOTION TO DISMISS FOR LACK OF JURISDICTION 
Appellant elected the Board's accelerated procedure 
under Rule 12.3 for 
appeals under $100,000. Subsequent to that election, the government filed a motion to 
dismiss for lack of subject matter jurisdiction. Appellant has joined in the motion. For 
the reasons stated below, we dismiss the appeal. 
STATEMENT OF FACTS (SOF) FOR PURPOSES OF THE MOTION 
1. Sometime prior to 23 February 2004, the General Services Administration 
(GSA) entered into a schedule contract with the predecessor-in-interest to appellant 
Canon Solutions America, Inc., (CSA). (The Rule 4 file contains the version of the 
schedule contract that was in effect from October 2006 through September 2011 (R4, 
tab 3)). The schedule contract allows agencies to lease or purchase office equipment 
from CSA (id.). Pursuant to the schedule contract, in February 2004, the Southern 
Region Contracting Center East, Army Contracting Agency (Army), entered into a 
Blanket Purchase Agreement (BPA) with CSA (R4, tab 1). Pursuant to this BPA, on 
2 February 2009, the Army issued a delivery order for the lease of copiers (R4, tab 5). 
2. The merits issue in this case is whether the Army is required to pay CSA for 
removal of the copiers upon the expiration of the lease. The schedule contract, BPA, 
and delivery order all contain provisions that relate to the removal of the copiers, but 
these provisions are not entirely in sync. The schedule contract states in a section 
entitled 
"GENERAL INFORMATION" that "Removal Charges (if applicable) will be 

charged for all removal of equipment and accessories" (R4, tab 3 at 6, ~ 11 ). Later, in 
a section entitled "LEASE TO OWNERSHIP [] AND LEASE WITH OPTION TO 
OWN[]," the schedule contract states: "The Ordering Agency is responsible for 
removal charges. Unless specified under the schedule contract, removal charges will 
be administered outside the scope of the contract." (Id. at 11, ~ 17) 
3. The BP A and delivery order contain (with slightly different wording) a 
statement that: "Removal of copiers that are not replaced by another volume band and 
not due to under-utilization or over-utilization will be made in accordance with the 
BPA holders GSA schedule prices" 
(R4, tab 1 at 4, ~ 14c, tab 5 at 11, ~ C.3.1). (The 
BP A defines various volume bands numbered I to VI that are defined by the number of 
copies per minute and per month that they can produce, among other things (R4, tab 1 
at 9-12)). Despite this reference to a schedule price for removal, it is undisputed that 
there is no such price for the removal of the copiers. In the event of an inconsistency 
between the schedule contract and the BP A, the delivery order stated that the BP A 
would take precedence unless otherwise determined by the contracting officer. 
4. The parties exchanged various communications concerning removal charges 
at lease expiration (R4, tabs 15-19). During those exchanges, CSA asserted, in part, 
that the schedule contract required the Army to pay CSA for the removal (R4, tab 17 
at 4). 
5. An Army contracting officer issued a final decision dated 30 June 2014, 
denying what he referred to as CSA's "propos[ed] pickup charges" for the copiers (R4, 
tab 20). The 
contracting officer apparently interpreted the BP A and delivery order to 
mean that the Army is not required to pay removal charges if they are replaced by 
copiers from another company (id. at 2-3). The contracting officer did not address 
CSA's contention that the schedule contract required the Army to pay for removal, nor 
did he submit the dispute to a GSA contracting officer for a decision. 
DECISION 
Because schedule contracts such as the one at issue involve relationships 
between a contractor and a schedule contracting agency (the GSA) and an ordering 
agency, both of which are acting through its own contracting officer, one question that 
arises is: which contracting officer has jurisdiction over disputes? The Federal 
Acquisition Regulation (FAR) provides that the ordering agency contracting officer 
may issue decisions "on disputes arising from performance of the order" but must refer 
disputes involving the terms and conditions of the schedule contract to the schedule 
contracting officer. FAR 8.406-6(a}--(b). 
The Court of Appeals for the Federal Circuit recently concluded that this FAR 
provision established a bright-line rule: "all disputes requiring interpretation of the 
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schedule contract go to the schedule CO, even if those disputes also require 
interpretation of the order, or involve issues of performance under the order." Sharp 
Electronics Corp. v. McHugh, 707 F.3d 1367, 1373 (Fed. Cir. 2013). This is so even if 
the parties frame the dispute as pertaining to performance. The ordering contracting 
officer is authorized to construe the language of the order. He or she can apply the 
provisions of the schedule, but only iftheir meaning is undisputed. Id. at 1374. 
In this case, the Army contracting officer concluded that the dispute was 
governed by the terms of the BP A and, thus, did not refer the dispute to a schedule 
contracting officer. Although it is not entirely clear, it appears that the Army 
contracting officer focused upon paragraph 14c of the BP A, which provides "Removal 
of copiers that are not replaced by another volume band and not due to under-utilization 
or over-utilization will be made in accordance with the BP A holders GSA schedule 
prices." (SOF iii! 3, 5) He concluded from this provision and others in the BPA that the 
Army did not have to pay removal charges if, at the end of the lease, it replaced the 
copiers with equipment from another vendor (SOF if 5). 
CSA disagrees with the Army contracting officer's interpretation of paragraph 14c. 
It reads this provision to mean that removal of copiers that are "(l) not replaced by another 
volume band; and (2) not due to over or under-utilization," are to be paid in accordance with 
the schedule contract (compl. iii! 23-24) (emphasis added). Because both of these conditions 
have not been met, (for example, there is no allegation of over or under-utilization), CSA 
contends 
that it is entitled to payment. 
In response, the Army has filed a motion to dismiss in which it now contends 
that its contracting officer did not have the authority to issue a final decision because 
resolution of the dispute requires interpretation of the terms of the schedule contract, 
which would also mean that this Board lacks jurisdiction. In its motion, as clarified by 
discussions during a status conference on 28 October 2014, the Army points to two 
aspects of the schedule contract. First, to the extent that the BP A and delivery order 
provide that removal shall be made in accordance with the BPA holder's schedule 
prices (SOF if 2), the Army observes that the schedule contract contains no price for 
removal of the copiers. The Army contends that this indicates that there was no 
agreement for CSA to be paid for removal. Second, while the schedule contract on the 
one hand states that the ordering agency is responsible for removal charges, it also 
provides that "removal charges will be administered 
outside the scope of the contract" 
(id.). It is not immediately clear to us what the parties intended when they provided 
for such administration outside the scope of the contract. In any event, we construe 
the Army to be making a non-frivolous argument that a GSA contracting officer must 
sort out the fact that the schedule contract: 1) requires the ordering agency to pay for 
removal; but 2) does not contain a price for removal (nor does the BP A, nor the 
delivery order); and 3) the schedule states that the removal charges will be 
administered outside the scope of the contract but the schedule does not immediately 
3 

explain what this means. We conclude that this dispute cannot be resolved without 
addressing at least some issues concerning the interpretation of the schedule contract. 
After reviewing the government's motion to dismiss and hearing the 
government's arguments at a status conference the Board conducted on 28 October 
2014, CSA filed a 
response to the motion, in which it stated that it has concluded that 
"the Government's proposed arguments will divest the Board of jurisdiction" (app. 
resp. at 1 ). It stated that it ''joins in the Government's motion to dismiss this appeal" 
(id. at 2). 
Accordingly, because a GSA contracting officer has not issued a final decision, 
and the appeal of any such decision would be to the Civilian Board of Contract 
Appeals, we do not possess jurisdiction. Nevertheless, we urge the Army to submit 
this dispute to a GSA contracting officer posthaste. 
This appeal is dismissed. 
Dated: 5 November 2014 
I concur 
RICHARD SHACKLEFORD 
Administrative Judge 
Vice Chairman 
Armed Services Board 
of Contract Appeals 
CONCLUSION 
4 
~~!Lszµ 
Administrative Judge 
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. 59540, Appeal of Canon 
Solutions America, Inc., rendered in conformance with the Board's Charter. 
Dated: 
5 
JEFFREY D. GARDIN 
Recorder, Armed Services 
Board of Contract Appeals