ARMED SERVICES BOARD OF CONTRACT APPEALS 
OPINION BY ADMINISTRATIVE JUDGE O’CONNELL 
ON RESPONDENT’S MOTION TO STRIKE 
 
 Respondent, the United States Army Corps of Engineers (USACE), has moved 
to strike Count III of appellant’s complaint, which is entitled Quantum 
Meruit/Quantum Valebant/Unjust Enrichment.  The Board grants the motion and 
dismisses Count III for failure to state a claim. 
 
STATEMENT OF FACTS (SOF) FOR PURPOSES OF THE MOTION 
 
 Appellant, Relyant Global LLC (Relyant), alleges the following in its 
complaint. 
 
 The parties entered into the above-captioned firm-fixed price contract on 
August 9,  2018.  The contract provided for Relyant to design and build a shipping  
and receiving building located at Fort McCoy, Wisconsin for $7,030,235.27.  
(Compl. ¶ 6) 
 
 A dispute developed as to whether the contract required Relyant to include in 
the design a ceiling or other physical barrier in the freight area of the building to 
prevent storage greater than 10 feet in height (compl. ¶¶ 8-9, 15-16).  After 
discussions, USACE required Relyant to either redesign the building’s fire suppression 
Appeals of -- )  
 )  
Relyant Global LLC ) ASBCA Nos. 63024, 63257 
 )  
Under Contract No. W912QR-18-C-0026 )  
   
APPEARANCES FOR THE APPELLANT: James H. Price, Esq. 
Michael R. Franz, Esq. 
    Lacy, Price & Wagner, P.C. 
    Knoxville, TN 
 
APPEARANCES FOR THE GOVERNMENT: Michael P. Goodman, Esq. 
    Engineer Chief Trial Attorney 
 Brett R. Howard, Esq. 
Thomas M. Barrett, Esq. 
James M. Inman, Esq. 
    Engineer Trial Attorneys 
    U.S Army Engineer District, Louisville 
  
 

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system or install a new ceiling to create a physical barrier to prevent storage above 
10 feet (id. ¶ 18).  Relyant chose the latter option, designing and installing an added 
ceiling, but it contends that this was a constructive change to the contract (id. ¶ 19). 
 
 Relyant submitted a claim to the contracting officer (CO) for $242,492.41 in 
added costs and a 110-day time extension for the ceiling work.  The CO denied the 
claim on June 11, 2021.  (Compl. ¶ 22)  Relyant filed an appeal on September 7, 2021. 
 
 Relyant’s complaint contains six counts alleging a variety of theories, including 
breach of contract (Count II), breach of the covenant of good faith and fair dealing 
(Count IV), and constructive change/cardinal change (Count V).  The count relevant to 
the pending motion is Count III – Quantum Meruit/Quantum Valebant/Unjust 
Enrichment. 
 
The crux of Count III is conveyed by the following allegation: 
 
[T]he Army has been unjustly enriched and equity requires 
that the Army make payment to Relyant for the full value 
of the goods and services conferred upon the Army by 
Relyant – $242,492.41 plus interest, attorneys’ fees, and 
any other recoverable costs. Relyant is entitled to relief 
under the doctrines of quantum meruit, quantum valebant, 
unjust enrichment, and any other applicable theory of 
implied-in-fact contracts. 
 
(Compl. ¶ 40)  Relyant does not contend that the contract is void or illegal.  It states in 
the first paragraph of the complaint that “[t]his claim is based on an express written 
contract with the Army” (id. ¶ 1).  It states in Count III that the goods and services 
at issue were “provided by Relyant under the Contract . . . .” (id. ¶ 39). 
 
DECISION 
 
In its motion to strike, USACE contends that the Board lacks jurisdiction to 
consider Relyant’s unjust enrichment cause of action because it is based on an 
implied-in-law contract theory.  It further contends that the Board lacks jurisdiction to 
consider Relyant’s quantum meruit or quantum valebant theories
1 because USACE 
has not refused to pay due to the contract being illegal or void.  (Gov’t mot. at 3-4) 
 
 
1 Quantum meruit refers to services while quantum valebant refers to goods, but there 
is usually no significance to this difference.  Barrett Refining Corp. v. United 
States, 242 F.3d 1055, 1059 n.1 (Fed. Cir. 2001) (citations omitted). 

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Relyant responds by emphasizing that it is not asserting an implied-in-law 
contract theory, only an implied-in fact contract that is within the Board’s jurisdiction 
(app. resp. at 1 (citing compl. ¶ 40)).  Relyant further contends that at this early stage 
of the appeal it is allowed to proceed on alternative theories and that it should be 
allowed to take discovery that may reveal the existence of an implied-in-fact contract 
(app. resp. at 2-3). 
 
The Board agrees with USACE.  Recovery in quantum meruit or quantum 
valebant is typically based on an implied-in-law contract, a type of claim that we lack 
jurisdiction to consider.  Lee v. United States, 895 F.3d 1363, 1373 (Fed. Cir. 2018); 
Protec GmbH, ASBCA No. 61161 et al., 18-1 BCA ¶ 37,064 at 180,420.  Similarly, 
the Board lacks jurisdiction to consider an unjust enrichment theory because it is also 
based on a contract implied-in-law.  Cross Country Indus., Inc. v. United States,  
231 Ct. Cl. 899, 901 (1982). 
 
There is one relevant exception to these rules.  Quantum meruit can be used as a 
measure of damages for breach of an implied-in-fact contract.  Lee, 895 F.3d at 1374; 
United States v. Amdahl Corp., 786 F.2d 387, 393 (Fed. Cir. 1986).  The Board 
possesses jurisdiction to consider appeals based on an implied-in-fact contract.  
Engage Learning, Inc. v. Salazar, 660 F.3d 1346, 1354 (Fed. Cir. 2011).  But this 
would only help Relyant if it had a viable implied-in-fact contract theory. 
 
Relyant’s complaint generally contends that the work on the ceiling was not 
required by the express contract and is a change or extra work for which it is entitled 
to additional time and money.  In Count III, it asserts an implied-in-fact contract 
theory.  Relyant cannot pursue both theories.  As the Court of Appeals for the Federal 
Circuit has explained, “[i]t is well settled that ‘the existence of an express contract 
precludes the existence of an implied-in-fact contract dealing with the same subject 
matter, unless the implied contract is entirely unrelated to the express contract.’”  
Lee,  895 F.3d at 1370 (quoting Bank of Guam v. United States, 578 F.3d 1318 , 
1329  (Fed. Cir. 2009) (quoting Schism v. United States, 316 F.3d 1259, 1278  (Fed. 
Cir. 2002) (en banc)).  Because Relyant does not contend that the express contract was 
void and because it does not (and cannot) contend that the addition of a ceiling in the 
building it designed and constructed was entirely unrelated to the express contract, 
Count III must be dismissed. 
 
Relyant cites the Federal Circuit’s decision in Amdahl as an example of a 
contractor obtaining relief under an implied-in-fact contract theory.  In Amdahl, the 
contractor provided goods to the government, but the contract was void due to 
statutory and regulatory violations in the procurement process.  The Federal Circuit 
held that if the contractor conferred a benefit on the government, it could recover for 
the value of the conforming goods under an implied-in-fact contract on a quantum 

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meruit or quantum valebant basis.  Amdahl, 786 F.2d at 393; see Lee, 895 F.3d 
at 1374. 
 
Amdahl has no relevance to these appeals.  As the Federal Circuit later 
explained, “Amdahl speaks to the situation in which the government receives the 
goods or services for which it contracted, but then seeks to avoid payment by arguing 
that the underlying contract was unlawful.”  United Pac. Ins. Co. v. United States,  
464 F.3d 1325, 1334 (Fed. Cir. 2006).  Neither Relyant nor USACE contends that the 
contract at issue was unlawful.  USACE has not withheld payment because it believes 
that the contract, or any clause in that contract, is void or illegal.  The parties simply 
disagree over the correct interpretation of the express contract and, as result, disagree 
whether the design and construction of the ceiling was required by that contract. 
 
Finally, the Board also rejects Relyant’s request that the Board deny the motion 
to dismiss so that it can take discovery that may uncover the existence of an implied-
in-fact contract.  Because it is undisputed that there is a valid written contract, the 
mere possibility that evidence might exist supporting a completely different set of facts 
is not enough to deny the motion.  See Pure Gold, Inc. v. Syntex (U.S.A.), Inc., 
739 F.2d 624, 627 (Fed. Cir. 1984). 
 
While the government moves to strike Count III based on a lack of jurisdiction, 
the Board possesses jurisdiction to consider implied-in-fact contract claims, as 
described above.  In Lee, the Federal Circuit affirmed dismissal for failure to state a 
claim.  Lee, 895 F. 3d at 1374.  Accordingly, the Board dismisses Count III for failure 
to state a claim. 
CONCLUSION 
 
 Count III of the complaint is dismissed for failure to state a claim. 
 
 Dated:  September 27, 2022  
 
 
 
 
 
 
 
 
(Signatures continued) 
 
 
 
MICHAEL N. O’CONNELL 
Administrative Judge 
Armed Services Board 
of Contract Appeals 

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I concur 
 
RICHARD SHACKLEFORD 
Administrative Judge 
Acting Chairman 
Armed Services Board 
of Contract Appeals 
 I concur 
 
 
 
 OWEN C. WILSON 
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 Nos. 63024, 63257, Appeal of 
Relyant Global LLC, rendered in conformance with the Board’s Charter. 
 
 Dated:  September 29, 2022  
 
 
 
 
 
 
 
 
PAULLA K. GATES-LEWIS 
Recorder, Armed Services 
Board of Contract Appeals