DISMISSED: January 28, 2021
CBCA 6696
HUDSON GENERAL CONTRACTOR, INC.,
Appellant,
v.
DEPARTMENT OF THE INTERIOR,
Respondent.
Charles R. Hudson, IV, Chief Operations Officer of Hudson General Contractor, Inc.,
Springfield, VA, appearing for Appellant.
Lisa Buechler, Office of the Solicitor, Department of the Interior, Lakewood, CO,
counsel for Respondent.
Before Board Judges BEARDSLEY, DRUMMOND, and CHADWICK.
DRUMMOND, Board Judge.
The Department of the Interior (respondent or Interior) voided the contract with
Hudson General Contractor, Inc. (appellant or HGCI) after determining that HGCI lacked
the ability to contract, and moved for summary judgment to dismiss with prejudice because
HGCI lacked standing to bring this appeal.  Interior’s motion is granted.  The appeal is
dismissed.


CBCA 6696 2
Background
In September 2019, HGCI, acting through Charles R. Hudson, IV, as chief operations
officer, entered into a fixed-price contract with the National Park Service (NPS), an agency
within Interior.  The contract was for construction work at a national park in Ohio.  In
November 2019, NPS terminated HGCI’s contract for default for reasons not relevant to
Interior’s motion.  HGCI filed this appeal in December 2019.
Interior discovered that HGCI was no longer a viable Virginia corporation.  On
August 31, 2013, HGCI had been administratively terminated by the state for failure to file
an annual report and pay the annual registration fee.  Five years later, in August 2018, HGCI
was permanently dissolved with no right of reinstatement.1  Mr. Hudson acknowledges that
HGCI’s corporate existence was not renewed due to a decision by HGCI’s president.  The
record contains no evidence that HGCI was licensed to operate in any state as a corporation
or in any other legal capacity or name after August 31, 2018. 
Discussion
Interior has moved for summary judgment.  Resolving a dispute on such a motion is
appropriate when the moving party is entitled to judgment as a matter of law, based on
undisputed material facts.  See Board Rule 8(f) (48 CFR 6101.8(f) (2020)); Marine Metal,
Inc. v. Department of Transportation, CBCA 537, 07-1 BCA ¶ 33,554.  The moving party
bears the burden of demonstrating the absence of genuine issues of material fact.  See Celotex
Corp. v. Catrett, 477 U.S. 317 (1986).  “Where the record taken as a whole could not lead
a rational trier of fact to find for the non-moving party, there is no ‘genuine issue for trial.’”
Matsushita Electric Industrial Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986).
After examining the record, we conclude that the material facts are undisputed.  The
issue presented here is a legal issue and appropriate for resolution through summary
judgment.  The capacity of a corporation to maintain an action before the Board is
determined by the law of the state under which that entity was organized.  See TAS Group,
Inc. v. Department of Justice, CBCA 52, 07-2 BCA ¶ 33,630.  In support of its motion,
1 Both Va. Code § 13.1-754 and Va. Code § 13.1-916 establish an identical five-
year timeframe for reinstatement.  See Appeal File, Exhibit 23 (sworn statement from the
Virginia State Corporation Commission dated January 14, 2020, confirming HGCI’s
termination in 2013 and ineligibility for reinstatement after August 31, 2018).  Va. Code
§ 13.1-614, “Hearing and finality of Commission action; injunctions,” provides in part, that
only the Supreme Court has jurisdiction to review, reverse, correct, or annul Commission
actions.

CBCA 6696 33
Interior provided documentary evidence that HGCI had been incorporated under the laws of
the State of Virginia, but became permanently dissolved and ineligible for reinstatement.
HGCI filed an opposition, but failed to identify any genuine issue of material fact 
despite Board orders directing HGCI to do so.  HGCI made only vague, conclusory, and
unsupported arguments to the effect that it was reinstated as a Virginia corporation in May
2020.  Alternatively, HGCI argues that it never represented itself as a corporation prior to
contracting with Interior and suggests that it was reorganized as a different entity.  We reject
these arguments as they are not supported by any documentary evidence that HGCI was
licensed to operate in Virginia after August 31, 2018, or that it was eligible to be reinstated
as a Virginia corporation.
A necessary element of a contract is that the parties entering into it both possessed
capacity to do so.  Restatement (Second) of Contracts § 12(1) (Am. Law Inst.1981) .  Thus,
where there is no capacity to contract, there is no contract.  Systems Integration &
Management, Inc. v. General Services Administration, CBCA 1512, et al., 13 BCA ¶ 35,417;
West Point Research, Inc., ASBCA 27185, 83-2 BCA ¶ 16,845.  State law determines
whether a contractor has the capacity to enter into contracts or the ability to bring an action
when the contractor is a corporation.  Systems Integration & Management, Inc.(citing TAS
Group, Inc.); Micro Tool Engineering, Inc., ASBCA 31136, et al., 86-1 BCA ¶ 18,680
(1985). 
Virginia law further establishes that “non-entities” lack capacity to bring suits or to
prosecute claims arising after the termination of the corporate existence.  Va. Code Ann.
§ 13.1-755; Harris v. T.I., Inc., 243 Va. 63, 68 (1992) (finding that “only a ‘claim existing’
or a ‘liability incurred’ will survive the termination of a corporation’s existence”); Lorcom
House Condominium v. Wells, 3 Va. Cir. 226 (1984), aff’d, 237 Va. 247 (finding that a
juridical non-entity does not have capacity to bring suit).  The plain language of the Virginia
Code supports this conclusion:
It shall be unlawful for any person to transact business in the Commonwealth
as a corporation or to offer or advertise to transact business in the
Commonwealth as a corporation unless the alleged corporation is either a
domestic corporation or a foreign corporation authorized to transact business
in the Commonwealth.  Any person who violates this section shall be guilty of
a Class 1 misdemeanor.
Va. Code Ann. § 13.1-812 (2007).  HGCI therefore lacked the ability to contract and its
appeal must be  dismissed.

CBCA 6696 44
Decision
For these reasons, Interior’s motion for summary judgment is granted.  The appeal is
DISMISSED. 
  Jerome M. Drummond    
JEROME M. DRUMMOND
Board Judge
We concur:
    Erica S. Beardsley               Kyle Chadwick               
ERICA S. BEARDSLEY KYLE CHADWICK
Board Judge Board Judge