ORDER ON JURISDICTION:  July 27, 2022
CBCA 7351
BRIGHTWOOD MANAGEMENT PARTNERS,
Appellant,
v.
DEPARTMENT OF VETERANS AFFAIRS,
Respondent.
S. Sadiq Gill of Durrette, Arkema, Gerson & Gill PC, Richmond, VA, counsel for
Appellant.
Krishon Gill-Edmond and Shawn Larson, Office of General Counsel, Department of
Veterans Affairs, Washington, DC, counsel for Respondent.
Before Board Judges SHERIDAN, GOODMAN, and DRUMMOND.
SHERIDAN, Board Judge.
On May 27, 2022, the Board sua sponte issued an order to show cause asking the
appellant, Brightwood Management Partners (Brightwood), to address what the Board, from
its review of appellant’s notice of appeal, viewed as a possible jurisdictional problem that
would preclude the Board from entertaining the appeal.  For the reasons set forth below, we
find the Board has jurisdiction over Brightwood’s claim.


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Background
Brightwood was awarded a contract by the Department of Veteran Affairs (VA) to
perform grounds maintenance and internments at the Hampton National Cemetery (HNC). 
The contract was a year-long engagement subject to several renewal year options.  At the
conclusion of the first year, the VA opted not to renew Brightwood’s contract.  Brightwood
submitted a certified claim asking the VA contracting officer to find that the VA’s decision
not to exercise the option evidences bad faith and a breach of the Government’s implied duty
to carry out the contract reasonably and in good faith.  Brightwood also asserted entitlement
to $941,260.39 in costs incurred prior to the VA’s notice that it would not be exercising the
option for the following year.  The VA denied the claim, and Brightwood appealed to the
Board.
Following a conference with the parties on May 25, 2022, the Board raised the issue
of whether breach of contract allegations were included in Brightwood’s claim to the
contracting officer and asked appellant to show why the appeal should not be dismissed for
failure to state a claim upon which relief can be granted. 
Discussion
The Board derives its jurisdiction to entertain appeals involving contract disputes from
the Contract Disputes Act (CDA), 41 U.S.C. §§ 7101–7109 (2018).  Claims brought under
the CDA must be submitted in writing to the contracting officer and include adequate notice
of the basis for the claim.  Santa Fe Engineers, Inc. v. United States, 818 F.2d 856, 858 (Fed.
Cir. 1987).  Accordingly, the question is whether Brightwood properly brought its bad faith
and breach of the implied duty of good faith and fair dealing claim before the contracting
officer. 
“Implied in every contract is a duty of good faith and fair dealing in its performance
and enforcement.”  Future Forest, LLC v. Department of Agriculture, CBCA 5863, 20-1
BCA ¶ 37,565, at 182,397 (citing Lakeshore Engineering Services, Inc. v. United States, 748
F.3d 1341, 1349 (Fed. Cir. 2014); Metcalf Construction Co. v. United States, 742 F.3d 984,
990 (Fed. Cir. 2014)).  Encompassed within this implied duty is a duty to cooperate and not
hinder the contractor’s performance.  CAE USA, Inc. v. Department of Homeland Security,
CBCA 4776, 16-1 BCA ¶ 36,377, at 177,350.  The allegations contained within
Brightwood’s certified claim provide the Government with sufficient notice of the basis of
Brightwood’s breach of the implied duty of good faith and fair dealing claim:
(1) That the Agency’s handling and management of the Contract, including
the decision by the agency not to exercise Option Years evidences “bad faith”

CBCA 7351 3
and a breach of the Agency’s fundamental duty to carry out the Contract
reasonably and in good faith which is implicit in all government Contracts. . . . 
(2) The untenable, illegal actions of the Agency has caused Brightwood
significant damages both in terms of additional, extraordinary expenses and
costs to implement and perform under the Base Year of the Contract; but also
damages in the form of capital costs expended by Brightwood to perform the
full allotted term of the Contract.  Brightwood has been deprived of that
economic expectancy both by the bad faith and lack of fair dealing during the
Contract Base Year as well as amortization of unrecoverable expenses based
upon the bad faith and lack of fair dealing decision not to extend the Option
Years of the Contract.
The factual recitation within the certified claim further alleges a lack of good faith on behalf
of the VA and its agents.  For the purposes of the Board’s jurisdiction, we find that
Brightwood sufficiently presented its breach of the duty of good faith and fair dealing claim
to the contracting officer. 
With regard to Brightwood’s claim of bad faith, “[t]o prove bad faith by the
Government, a contractor must establish, by clear and convincing evidence, that a
government official acted with ‘some specific intent to injure the [contractor].’”  CAE USA,
Inc., 16-1 BCA at 177,349 (quoting Am-Pro Protective Agency, Inc. v. United States, 281
F.3d 1234, 1240 (Fed. Cir. 2002) (quoting Kalvar Corp. v. United States, 543 F.2d 1298,
1302 (Ct. Cl. 1976))).  Bad faith is not a required element of every implied duty breach
claim, but to the extent that any arguments that Brightwood is raising depend on a finding
of actual bad faith, Brightwood would have to prove an intent by the agency to harm
Brightwood to prevail.  See id.  This, too, is supported by allegations within the certified
claim.  Brightwood asserted that the cemetery director, acting on behalf of and with the
authority of the VA, improperly and intentionally interfered with Brightwood’s performance
of the contract.
 
Decision
For the foregoing reasons, the Board has jurisdiction to consider Brightwood’s appeal.
     Patricia J. Sheridan     
PATRICIA J. SHERIDAN
Board Judge

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We concur:
    Allan H. Goodman          Jerome M. Drummond    
ALLAN H. GOODMAN JEROME M. DRUMMOND
Board Judge Board Judge