DISMISSED FOR FAILURE TO STATE A CLAIM:  July 28, 2023
CBCA 7622
BEACON POINT ASSOCIATES LLC,
Appellant,
v.
DEPARTMENT OF VETERANS AFFAIRS,
Respondent.
Timothy B. Hyland of Hyland Law PLLC, Reston, VA, counsel for Appellant.
Kathleen Ramos, Office of General Counsel, Department of Veterans Affairs,
Arlington, TX, counsel for Respondent.
Before Board Judges LESTER, SHERIDAN, and SULLIVAN.
SHERIDAN, Board Judge.
Beacon Point Associates LLC (Beacon Point or appellant) asserts that the Department
of Veterans Affairs (VA or respondent) breached the contract by deciding not to exercise
option years and not to return equipment to appellant.  Appellant seeks $636,855.05 in costs
and interest.  As explained below, the Board grants the VA’s motion to dismiss for failure
to state a claim upon which relief can be granted.


CBCA 7622 2
Background
Beacon Point’s Response to the VA’s Request for Quotations
The VA issued a request for quotations (RFQ), VAATLANTA-STI-101519-01L03,
seeking quotes for the lease of an intracranial surgical navigation system at the Atlanta VA
Medical Center for a base year, with options for extensions of up to two additional years. 
Language in the RFQ placed the responsibility on the lessor to deliver the system and to pick
it up once the lease ended.
Beacon Point responded to the request on May 29, 2020, with a quote to provide the
equipment over a three-year period.  Exhibit 12.1  The quotation contained such terms and
conditions as “EXTENDED PAYMENT PLAN TERMS AND CONDITIONS (EPP),”
which stated in pertinent part:
(a)  These Extended Payment Plan Terms and Conditions shall be deemed
incorporated into a Delivery Order issued by the Department of Veterans
Affairs (the “Government”) to Beacon Point Associates, LLC
(“Contractor”).  The Delivery Order and “Form Number BP101819” shall
together constitute the entire agreement.  It is understood that this agreement
is an Extended Payment Plan (“EPP”).  The Government will make the EPP
Payments below for the asset(s) specified in the Delivery Order (“Asset(s)”),
(i) unless it fails to receive appropriated funds to do so or terminates for
convenience, and (ii) without any abatement, reduction, set-off, defense,
counterclaim or recoupment whatsoever.  The foregoing may be limited by the
termination rights set forth in items 1(b) and 1(c) herein.
(b)  The Government has an option to renew this EPP beyond the initial fiscal
year and is obligated to use its best efforts annually to obtain sufficient funds
from appropriated and other legally available sources to do so until completion
of the EPP Term.  Provided it obtains such sufficient funds, the Government
shall exercise all renewal options.  Because of this commitment, [the]
Government is receiving favorable pricing which is not normally available. 
Delivery Orders shall not be deemed to obligate succeeding fiscal year’s funds
or otherwise commit the Government to renewal.  However, the Government
agrees that its known requirements are for the full EPP Term, and that Non-
appropriations of Funds and Termination for Convenience shall be the only
1 All exhibits are found in the appeal file, unless otherwise noted. 

CBCA 7622 3
conditions that shall prevent annual renewal of the EPP.  In the event the
Government fails to exercise its option to renew this EPP or fails to use its best
efforts to seek and obtain appropriations to support this EPP in any subsequent
fiscal year, but expends funds for the functions which the Asset(s) were
procured to perform, then the Government will be deemed to have had funds
available to support this EPP.  Asset(s) placed in service in accordance with
this EPP shall be governed by the terms and conditions of this EPP for
subsequent renewal years.
(c) . . . The Government agrees not to invoke Termination for Convenience
unless the need for the functions that the Asset(s) were procured to perform
no longer exists.
Id. at 000068.
The quotation set the term of the EPP at thirty-six months and set forth a payment
schedule of $159,857.91 for the base year, $272,836.78 for option year 1, and $272,836.78
for option year 2.  With respect to the equipment, the quotation’s terms and conditions
provided, in pertinent part:
6.  Return of Asset(s).  Within thirty (30) days after termination or non-
renewal of any Delivery Order in which the Government has not exercised a
purchase option to acquire the Asset(s) hereunder, the Government shall, at its
own risk and expense, have the hardware associated with the Asset(s) packed
for shipment in accordance with the Contractor’s specifications and shall
return the hardware to the location as specified by the Contractor in the same
condition as when delivered, ordinary wear and tear excepted.
Exhibit 12 at 000069.  Beacon Point also included its own order of precedence clause in its
quotation, which read as follows:
7.  Precedence.  The order of precedence in the event of any inconsistencies
shall be as follows:  These Extended Payment Plan Terms and Conditions,
followed by the Delivery Order, followed by any other document.
Id.
Contract Award
On July 8, 2020, the VA sent a proposed contract on standard form (SF) 1449, titled
“Solicitation/Contract/Order for Commercial Items,” to Beacon Point for signature that did

CBCA 7622 4
not contain any language relating to the EPP.  Exhibit 2 at 000001.  Consistent with the
RFQ, the proposed contract sought to lease an intracranial surgical navigation system and
required “[n]ext day shipping in both directions included at no charge.”  Id. at 000018.  The
proposed contract also contained its own order of precedence clause, from the Federal
Acquisition Regulation (FAR), that conflicts with the self-drafted precedence clause in
Beacon Point’s quote:
Order of precedence.  Any inconsistencies in this solicitation or contract shall
be resolved by giving precedence in the following order:
(1)  The schedule of supplies/services.
(2)  The Assignments, Disputes, Payments, Invoice, Other Compliances,
Compliance with Laws Unique to Government Contracts, and Unauthorized
Obligations paragraphs of this clause.
(3)  The clause at 52.212-5.
(4)  Addenda to this solicitation or contract, including any license agreements
for computer software.
(5)  Solicitation provisions if this is a solicitation.
(6)  Other paragraphs of this clause.
(7)  The Standard Form 1449.
(8)  Other documents, exhibits, and attachments.
(9)  The specification.
Id. at 000027-28 (quoting FAR 52.212-4(s), Contract Terms and Conditions—Commercial
Items (Oct. 2018) (48 CFR 52.212-4(s) (2020))).
After the proposed contract was sent, the parties added the RFQ number, which is also
the same number that Beacon Point identified as its quotation number, and the date of
Beacon Point’s quotation to pre-printed language in block 29 of the SF 1449:
29.  AWARD OF CONTRACT:  REF VAALANTA-STI-101519-01L03
OFFER DATED 5-29-2020.  YOUR OFFER ON SOLICITATION (BLOCK
5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET
FORTH HEREIN IS ACCEPTED AS TO ITEMS:  [Blank]
Exhibit 2 at 000005.  While the language in block 29 identifies that Beacon Point’s “offer”
was accepted “as to [particular listed] items,” no items were actually listed in the blank at
the end of the provision, and nothing in block 29 identified which items were “accepted.” 
In fact, with regard to the instruction to look to “block 5” to identify the relevant
“solicitation,” block 5 was blank, identifying no solicitation number, although block 1

CBCA 7622 5
identified a requisition number.  The contract does not reference any attachments, such as
Beacon Point’s quotation or any additional terms or conditions.
On September 25, 2020, the VA awarded the base year of contract 36C24720C0076
to Beacon Point for the intracranial surgical navigation system.  The contract’s statement of
work (SOW) indicated that “next day shipping in both directions [is] included at no extra
charge.”  Exhibit 2 at 000018.
The VA’s Election Not to Exercise The First Option Period
Beacon Point delivered the equipment on November 19, 2020, and on January 12,
2021, a VA contracting officer’s representative signed a certificate of acceptance.  The
contract was modified on January 14, 2021, to reflect new periods of performance.
On June 28, 2021, a VA contract specialist, on behalf of the VA contracting officer,
notified Beacon Point that the VA would not exercise the first option period.  This
notification occurred more than four-and-a-half months before the end of the base period. 
Beacon Point did not attempt to pick up the equipment, and it remains at the Atlanta VA
Medical Center.
Beacon Point’s Certified Claim and Appeal
On July 22, 2022, Beacon Point submitted a certified claim seeking $636,855.05
under the contract and alleging that the VA breached the contract by failing to renew the
contract and to use its best efforts to obtain funding for the contract.  On December 22, 2022,
appellant filed the instant appeal based on a deemed denial, and the matter was docketed as
CBCA 7622.2  The contracting officer issued a final decision on February 2, 2023, denying
the claim in its entirety and concluding that the contract did not incorporate Beacon Point’s
quotation and gave the VA unilateral authority to decide whether it would exercise the
option periods.
Discussion
The VA moved to dismiss the appeal for failure to state a claim upon which relief can
be granted, arguing that Beacon Point’s complaint is insufficient to state a plausible claim
on its face.
2 Beacon Point designated its notice of appeal as its complaint. 

CBCA 7622 6
The Board will grant a motion to dismiss for failure to state a claim upon which relief
can be granted when the facts alleged in the complaint—with all reasonable inferences made
in the appellant’s favor—do not “support a facially ‘plausible’ claim to relief.”  TranBen,
Ltd. v. Department of Transportation, CBCA 5448, 17-1 BCA ¶ 36,635, at 178,429 (quoting
Cambridge v. United States, 558 F.3d 1331, 1335 (Fed. Cir. 2009) (quoting Bell Atlantic
Corp. v. Twombly, 550 U.S. 544, 557 (2007))).  The Supreme Court has described “facial
plausibility” as follows:
A claim has facial plausibility when the plaintiff pleads factual content that
allows the [tribunal] to draw the reasonable inference that the defendant is
liable for the misconduct alleged. . . . The plausibility standard is not akin to
a ‘probability requirement,’ but it asks for more than a sheer possibility that
a defendant has acted unlawfully.
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Twombly, 550 U.S. at 557).
Rather than defer to an appellant’s interpretation of its contract in response to a
motion to dismiss for failure to state a claim, the Board may review and interpret the
contract, given that it “is an essential document that is implicitly incorporated into the
appellant’s complaint.”  Integhearty Wheelchair Van Services, LLC v. Department of
Veterans Affairs, CBCA 7318, 22-1 BCA ¶ 38,156, at 185,311; see Systems Management
& Research Technologies Corp. v. Department of Energy, CBCA 4068, 15-1 BCA ¶ 35,976,
at 175,789.  In interpreting the contract, we apply standard rules of contract interpretation:
To resolve this issue of interpretation, we look first to the plain language of
the contract.  See Foley Co. v. United States, 11 F.3d 1032, 1034 (Fed. Cir.
1993).  The intention of the parties is gleaned from the contract’s clauses
interpreted as a whole, giving meaning to all provisions wherever possible. 
An interpretation which gives a reasonable meaning to all parts of an
instrument will be preferred to one which leaves a portion of it useless,
inexplicable, inoperative, void[,] insignificant, meaningless or superfluous;
nor should any provision be construed as being in conflict with another unless
no other reasonable interpretation is possible.  Hol-Gar Mfg. Corp. v. United
States, 351 F.2d 972, 979 (Ct. Cl. 1965).
Reliable Contracting Group, LLC v. Department of Veterans Affairs, CBCA 3048, 14-1
BCA ¶ 35,475, at 173,944 (2013).
As an initial matter, we correct a misconception that Beacon Point repeatedly
references in its briefing.  In challenging the VA’s position that Beacon Point’s quote is not
part of the parties’ contract, Beacon Point asserts that “[t]he VA accepted Beacon Point’s

CBCA 7622 7
offer,” as written, when it issued the contract.  Appellant’s Response at 1.  Beacon Point’s
description of its quote as an “offer” that the VA “accepted” conflicts with the request for
quotations process.  FAR 13.004(a) expressly provides that a quotation is not an offer and
that a contractor cannot rely on the Government’s issuance of an order in response to a
quotation as the “acceptance” of an offer.  Instead, the Government’s issuance of an order
after receiving a quote serves as an offer to the contractor, which the contractor may then
elect to accept or reject:
A quotation is not an offer and, consequently, cannot be accepted by the
Government to form a binding contract.  Therefore, issuance by the
Government of an order in response to a supplier’s quotation does not
establish a contract.  The order is an offer by the Government to the supplier
to buy certain supplies or services upon specified terms and conditions.  A
contract is established when the supplier accepts the offer.
FAR 13.004(a); see Gonzales-McCaulley Investment Group, Inc. v. United States, 101 Fed.
Cl. 623, 630 (2011) (“[T]he plain language of the FAR definitively forecloses th[e]
possibility” of viewing a quotation as an offer that the Government can accept.).
The main gist of Beacon Point’s briefing is that the written contract document, as
executed, includes language in block 29 that incorporates by reference all of the terms of
Beacon Point’s quote.  We disagree.  Block 29 in Beacon Point’s contract includes language
(from SF 1449) indicating that “your offer on solicitation (block 5), including any additions
or changes which are set forth herein is accepted as to items” listed at the end of the block. 
It is somewhat odd that, given that Beacon Point submitted a quote and not an offer, the
parties agreed to identify Beacon Point’s quote in block 29.  Nevertheless, any confusion
about whether the VA treated Beacon Point’s submission as a quote or an offer does not
matter because, at the end of the phrase in block 29, the parties do not list a single item from
Beacon Point’s quote that is being “accepted.”  That is, even if the contracting officer here
incorrectly treated Beacon Point’s quote as an “offer” by identifying it in block 29, the
parties’ failure to identify a single item from Beacon Point’s quote as having been accepted
means that none of it was incorporated into the contract.  In a 2002 Federal Register notice
announcing some minor modifications to the SF 1449, which was originally created in 1995,
the drafters of SF 1449 specifically noted “that award is made only on the offeror’s items
specifically listed in block 29.”  67 Fed. Reg. 13049 (Mar. 20, 2002).  Here, because no
items from Beacon Point’s quote are specifically listed in block 29, Beacon Point has no

CBCA 7622 8
basis for arguing that block 29 incorporates its quote, in full or in part, into the parties’
contract.3
Beacon Point has identified no other language in the contract that purports to
incorporate any terms from its quote.  As a result, Beacon Point cannot rely on the payment
and option extension terms that it set forth in its quote as contractually binding obligations
on the VA’s part.  The VA is correct that Beacon Point has failed to state a claim upon which
the Board can grant relief.
Decision
The VA’s motion is granted, and the appeal is DISMISSED FOR FAILURE TO
STATE A CLAIM.
     Patricia J. Sheridan     
PATRICIA J. SHERIDAN
Board Judge
We concur:
    Harold D. Lester, Jr.         Marian E. Sullivan          
HAROLD D. LESTER, JR. MARIAN E. SULLIVAN
Board Judge Board Judge
3 Incorporation would seem strange in the circumstances here, given that several
of the provisions in Beacon Point’s quote—for example, the provision requiring the VA to
return Beacon Point’s equipment at the end of the contract (instead of, as set forth in the
contract, the requirement that Beacon Point pick up equipment at the end of performance)
and an order of precedence clause that differs from the FAR’s order of precedence
clause—directly conflict with provisions in the actual contract.