DISMISSED FOR LACK OF JURISDICTION:  November 28, 2025
CBCA 8467
TEXAS INDUSTRIAL SECURITY, INC.,
Appellant,
v.
GENERAL SERVICES ADMINISTRATION,
Respondent.
Erik Hansen, President of Texas Industrial Security, Inc., Fort Worth, TX, appearing
for Appellant.
Anne C. McDermott, Office of General Counsel, General Services Administration,
Philadelphia, PA, counsel for Respondent.
Before Board Judges LESTER, VERGILIO, and KULLBERG.
Opinion for the Board by Board Judge LESTER.  Board Judge VERGILIO dissents.
LESTER, Board Judge.
Appellant, Texas Industrial Security, Inc. (TIS), challenges the cancellation of its
Multiple Award Schedule (MAS) contract.  Respondent, the General Services Administration
(GSA), has filed a motion asking the Board to dismiss the appeal for lack of jurisdiction both
because the Board cannot grant the requested relief that TIS seeks—reinstatement of its
contract—and because TIS is challenging a contract action rather than a government claim. 
In the alternative, GSA asks us to dismiss the appeal for failure to state a claim because it
acted within its rights under the MAS contract’s cancellation provision, which allows either


CBCA 8467 2
party to cancel the contract for any reason with thirty days’ written notice.  For the reasons
explained below, we dismiss TIS’s appeal for lack of jurisdiction.
Background
“Under MAS, [GSA] establishes long-term Government-wide contracts with
commercial firms to provide government buyers with access to a wide variety of commercial
supplies, services, and solutions.”  Appeal File, Exhibit 1 at 2.1  Since 2006, TIS has
provided services to the Federal Government through a series of MAS contracts under
“Schedule 085 for Law Enforcement, Security, Facility Management Systems, Fire, Rescue,
Special Purpose Clothing, Marine Craft and Emergency/Disaster Response” of the MAS
program.  See Exhibits 1, 2.
TIS’s most recent MAS contract contains the standard “Cancellation (May 2019)”
clause from General Services Acquisition Regulation (GSAR) 552.238-79 (48 CFR
552.238-79 (2019)), which is GSA’s supplement to the Federal Acquisition Regulation
(FAR), allowing either party to cancel the MAS contract with thirty days’ written notice:
Either party may cancel this contract in whole or in part by providing written
notice.  The cancellation will take effect 30 calendar days after the other party
receives the notice of cancellation.  If the Contractor elects to cancel this
contract, the Government will not reimburse the minimum guarantee.
Exhibit 29 at 21; see Exhibit 30 at 652, 714 (most recent MAS contract extension).
GSA tells us that, in 2017, the GSA contracting officer began informing TIS, through
emails to the TIS sales manager who was designated as TIS’s “current authorized negotiator”
(Exhibit 8 at 1), of its noncompliance with several contract clauses that require TIS
accurately to report sales, to maintain accurate price lists, and to post to GSA Advantage (an
on-line shopping and ordering system for government entities).  See Respondent’s Motion
to Dismiss at 2-3 (citing Exhibits 7, 9-19, 21-22, 25-27).  GSA reports that TIS (through its
current authorized negotiator) received confirmation of noncompliance by email and through
contractor assessments in 2017, 2018, 2019, 2020, 2021, 2022, and 2025, which, according
to GSA, provided TIS with ample opportunity to reach contract compliance.  Id. at 3.  GSA
does not believe that TIS ever remedied its deficiencies.  Id.  In response, TIS represents that,
although it does not disagree that it may have had some accounting record-keeping
1 All exhibits referenced in this decision are found in the appeal file, unless
otherwise noted.

CBCA 8467 3
difficulties in the past, it has corrected or is currently working to correct those issues.  TIS
reports that it was during a GSA audit in February 2025 that it first learned that GSA had
identified some deficiencies in its performance, “including not having an updated price list
and terms and conditions posted.”  Notice of Appeal at 1; see Exhibit 26 at 177.  It asserts
that, in response, it hired a consultant to help it ensure future compliance with regulatory and
contract requirements.  See Exhibit 26 at 9.  TIS regrets that GSA did not notify TIS’s
principal, rather than just its negotiator, of these problems earlier because, the principal says,
he would have been able to recognize at an earlier time the severity of the problems and been
more directly proactive in resolving them.  Appellant’s Response to Respondent’s Motion
to Dismiss at 1-2.
On May 28, 2025, the contracting officer issued a unilateral modification to TSI’s
contract cancelling the contract, effective thirty days later:
Pursuant to the authority of GSAR 552.238-79, Cancellation[,] and as a direct
result of the vendor’s noncompliance and non-responsiveness for the past 7
years, the above contract under the Consolidated MAS Schedule is hereby
canceled in its entirety effective 30 days (27 June 2025) from the date of
contracting officer signature of subject modification.
All current open task/delivery orders must be fulfilled pursuant to
FAR 52.216-22.  Sales must continue to be reported and the industrial funding
fee (IFF) payments made until the reporting period after final payment is made
pursuant to GSAR 552.238-80, Industrial Funding Fee and Sales Reporting.
Exhibit 28 at 1-2.  The modification was not structured as a contracting officer’s decision
under the CDA and did not provide any notice of appeal rights.
TIS filed a notice of appeal with the Board on June 23, 2025, challenging the
contracting officer’s cancellation of TIS’s contract and attaching a copy of the contracting
officer’s contract modification effectuating the cancellation.  In its notice of appeal, TIS
asserted that the contract cancellation should be reversed for the following reasons:
• We have ongoing contracts with the Federal Bureau of Prisons totaling
over $200,000 per month and employing 93 security officers. 
Cancelling the contract would jeopardize the service to the Federal
Bureau of Prisons and the employment of 93 people.
• Our two main customers are the Federal Bureau of Prisons institutions 
located in Fort Worth, TX:  FMC Carswell and FMC Fort Worth. . . .

CBCA 8467 4
• We are and have been making our GSA fee payments and reporting
according to the contract promptly and without fail.
• We are in the process of fixing our contract deficiencies using
experienced GSA contract compliance consultants.
• We do not anticipate being out of compliance again for any reason now
that we have hired professional help.
Notice of Appeal at 1-2.  TIS also asked that “the contract cancellation be paused until [TIS]
has had a chance to pursue all remedies.”  Id. at 2.
Initially, the parties requested that the Board suspend proceedings in the appeal to
allow them to discuss an amicable resolution to this matter, but, soon thereafter, the parties
asked that the Board move the appeal forward.  On August 15, 2025, TIS filed a complaint
in which it repeated the allegations in and many of the requests from its notice of appeal, but
it added as a basis for reversing the cancellation that, “[f]ollowing [GSA’s] audit, we were
not allowed sufficient time to remedy the contract non-compliance issues” and that those
issues “could [have] be[en] remedied in less than two weeks.”  Complaint at 1.  TIS also
indicated that, “[s]hould the contract be reinstated, [TIS would] be in compliance very
quickly and [would] stay in compliance.”  Id. at 2.
In lieu of an answer, GSA requested and was granted leave to file a motion to dismiss
for lack of jurisdiction or, in the alternative, for failure to state a claim upon which relief
could be granted.  TIS filed its response to GSA’s motion to dismiss on October 29, 2025,
arguing that “cancellation of [the] contract was too harsh a punishment for not maintaining
a National Pricelist and Terms & Conditions as per the contract requirements”; that “GSA
failed to provide proper notice to the principal of [TIS]” of the contract compliance warnings
in time for him to take direct affirmative action, as the warnings were sent only to TIS’s
authorized contract negotiator but not its principal; and that GSA “failed to provide [TIS]
with adequate time to remedy the corrective actions identified in the most recent contract
audit.”  Appellant’s Response to Respondent’s Motion to Dismiss at 1-2.
Discussion
I. Standard of Review
GSA requests that we dismiss this appeal for lack of jurisdiction because TIS has not
submitted a monetary claim seeking damages for GSA’s cancellation of its contract.  The
Board’s jurisdiction to resolve contract disputes is derived from the Contract Disputes Act
(CDA), 41 U.S.C. §§ 7101-7109 (2018).  See Safe Haven Enterprises, LLC v. Department
of State, CBCA 3871, et al., 15-1 BCA ¶ 35,928, at 175,602.  When considering a motion to

CBCA 8467 5
dismiss an appeal for lack of jurisdiction, the Board “accepts as true the undisputed
allegations in the complaint and draws all reasonable inferences in favor of the [appellant].” 
McAllen Hospitals LP v. Department of Veterans Affairs, CBCA 2774, 14-1 BCA ¶ 35,758,
at 174,969.  “[W]hen a question of the tribunal’s jurisdiction is raised, ‘either by a party or
by the [Board] on its own motion, the [Board] may inquire, by affidavits or otherwise, into
the facts as they exist.’”  Id. (quoting Land v. Dollar, 330 U.S. 731, 735 n.4 (1947)).
GSA further requests that, if we find jurisdiction, we dismiss this appeal for failure
to state a claim.  Dismissal “for failure to state a claim upon which relief can be granted is
appropriate when the facts asserted by the [appellant] do not entitle [it] to a legal remedy.” 
Boyle v. United States, 200 F.3d 1369, 1372 (Fed. Cir. 2000).  “The [tribunal’s] task in
considering a motion to dismiss for failure to state a claim is not to determine whether [an
appellant] will ultimately prevail, but ‘whether the claimant is entitled to offer evidence to
support the claims.’”  Integhearty Wheelchair Van Services, LLC v. Department of Veterans
Affairs, CBCA 7318, 22-1 BCA ¶ 38,156, at 185,311 (quoting J. Cardenas & Sons Farming,
Inc. v. United States, 88 Fed. Cl. 153, 160-61 (2003) (quoting Chapman Law Firm Co. v.
Greenleaf Construction Co., 490 F.3d 934, 938 (Fed. Cir. 2007))).  In considering a dismissal
for failure to state a claim, “we must assume all well-pled factual allegations are true and
indulge in all reasonable inferences in favor of the nonmovant.”  Anaheim Gardens v. United
States, 444 F.3d 1309, 1314-15 (Fed. Cir. 2006) (quoting Gould, Inc. v. United States, 935
F.2d 1271, 1274 (Fed. Cir. 1991)).  Dismissal is appropriate only “if it is clear that no relief
could be granted under any set of facts that could be proved consistent with the allegations.” 
Id. at 1315.  “If no relief could be granted, . . . dismissal [is] proper.”  Id.; see Blackstone
Consulting, Inc. v. General Services Administration, CBCA 718, 08-1 BCA ¶ 33,770, at
167,160.
II. TIS’s Request to Suspend the Contract Cancellation
Here, TIS asks two things from the Board:  (1) that we find GSA’s cancellation of its
contract improper and (2) that we reinstate the contract so that TIS can resume providing
services through the FSS.
With regard to TIS’s request that we suspend the contract cancellation and effectively
reinstate performance, that type of specific performance is a remedy that the Board does not
possess jurisdiction to order.  The Writing Co. v. Department of the Treasury, GSBCA
15097-TD, 00-1 BCA ¶ 30,840, at 152,222-23; see José Gustavo Zeno v. Department of
State, CBCA 4867, 16-1 BCA ¶ 36,363, at 177,255; BVB Construction, Inc. v. Department
of Veterans Affairs, CBCA 6318, 19-1 BCA ¶ 37,253, at 181,316; ABL Medical
Transcription Service, VABCA 3369, 92-1 BCA ¶ 24,580, at 122,612 (1991); BR Group,
ASBCA 63507, et al., 24-1 BCA ¶ 38,699 at 188,159.

CBCA 8467 6
Our jurisdiction to decide contract appeals is set forth in the CDA, which provides that
the boards of contract appeals “may grant any relief that would be available to a litigant
asserting a contract claim [under the CDA] in the United States Court of Federal Claims.” 
41 U.S.C. § 7105(e)(2); see Western Aviation Maintenance, Inc. v. General Services
Administration, GSBCA 14165, 98-2 BCA ¶ 29,816, at 147,642 (“[B]oards can grant relief
to appellants if such relief is available to litigants in the Court of Federal Claims.”).  The
Court of Federal Claims lacks authority under the CDA to issue injunctive relief, including
to direct performance of a terminated contract.  Sergent’s Mechanical Systems, Inc. v. United
States, 155 Fed. Cl. 146, 147 (2021) (citing cases); see United States v. Tohono O’Odham
Nation, 563 U.S. 307, 313 (2011) (“Unlike the district courts, . . . the [Court of Federal
Claims] has no general power to provide equitable relief against the Government or its
officers.”).2  Because the Court of Federal Claims lacks such authority in CDA cases, so does
the Board.  Western Aviation, 98-2 BCA at 147,642; see Vernon J. Edwards, “Postscript I:
Breach of Loss of the Fair Opportunity to Compete,” 20 No. 12 Nash & Cibinic Rep. ¶ 59
(2006) (“[U]nder the CDA, a board or court cannot suspend award or performance, issue a
temporary restraining order, or provide injunctive relief.”); Ralph C. Nash & John Cibinic,
“Postscript: Nonmonetary Claims,” 19 No. 8 Nash & Cibinic Rep. ¶ 38 (2005) (“[N]either
the court nor the boards have the power to grant injunctive relief” in CDA cases).
Because we lack authority to provide the requested relief, we must deny TIS’s request
that we suspend the contract cancellation.
III. TIS’s Challenge to the Contract Cancellation
With regard to TIS’s request that we find GSA’s cancellation of the contract improper, 
we possess jurisdiction under the CDA “to decide any appeal from a decision of a contracting
officer,” 41 U.S.C. § 7105(e)(1)(B), on a “claim by a contractor against the Federal
Government relating to a contract,” id. § 7103(a)(1), or a “claim by the Federal Government
against a contractor relating to a contract.”  Id. § 7103(a)(3).  The FAR defines a “claim” as
“a written demand or written assertion by one of the contracting parties seeking, as a matter
of right, the payment of money in a sum certain, the adjustment or interpretation of contract
2 To the extent that the Court of Federal Claims might be able to direct an award
of a contract as part of its jurisdiction to resolve bid protests, see Turner Construction Co.
v. United States, 645 F.3d 1377, 1388 (Fed. Cir. 2011) (citing 28 U.S.C. § 1491(b)), that is
not an authority granted to it in cases arising under the CDA.  See Sergent’s Mechanical, 155
Fed. Cl. at 157 (comparing the court’s authority to provide equitable relief in relation to
contract claims under 28 U.S.C. § 1491(a) to its authority to resolve bid protests under
28 U.S.C. § 7104(b)).

CBCA 8467 7
terms, or other relief arising under or relating to the contract.”  FAR 2.101 (48 CFR 2.101
(2024)).  Here, TIS has not submitted a claim to the contracting officer for decision, leaving
the contract modification that the contracting officer issued terminating the contract, with
thirty days’ written notice, as the only identifiable basis for CDA jurisdiction.
“Unlike a termination for default which constitutes a government claim, requires a
contracting officer’s decision, and . . . can be challenged under the CDA without an
additional monetary claim, see Malone v. United States, 849 F.2d 1441, 1443 (Fed. Cir.
1988), a termination [providing thirty days’ advance written] notice or [a] termination for
convenience is a contract action, not a claim.”  Shawn G. Logan, PSBCA 6507, 14-1 BCA
¶ 35,609, at 174,420; see R&R System Solutions, LLC, ASBCA 61269, et al., 19-1 BCA
¶ 37,269, at 181,359 (“On its own, a convenience termination does not constitute a
contracting officer’s final decision, or a government claim, one or the other of which is
required to establish the Board’s jurisdiction under the CDA.”); CME Group, Inc., ASBCA
57446, 11-2 BCA ¶ 34,792, at 171,251 (“A termination for convenience is not a government
claim.” (citing additional cases)).  Because “[t]he termination notice itself is not a contracting
officer’s decision” resolving a contractor claim or asserting a government claim, it leaves the
Board with “no jurisdiction over a challenge to a termination for convenience or termination
with notice action” unless the contractor has submitted its own claim to the contracting
officer.  Shawn G. Logan, 14-1 BCA at 174,420; see Charles Mullens, ASBCA 56927, et al.,
11-2 BCA ¶ 34,857, at 171,473-74.  Even if the contractor is claiming that the Government
somehow breached the contract by terminating the contract for convenience, the contractor
still must submit a monetary claim to the contracting officer for decision as a prerequisite to
proceedings before a board or the Court of Federal Claims.  Armentrout Construction, Inc.,
ASBCA 29118, 84-2 BCA ¶ 17,263, at 85,964.3
3 The board of contract appeals in Almeda Industries, Inc., ENG BCA 5148, 87-1
BCA ¶ 19,401 (1986), explained the historical reasons supporting the treatment of a default
termination as a government claim while treating a convenience termination as a contract
administration matter that, to be actionable, must be the subject of a monetary claim
submitted by the contractor:
The law on default and convenience terminations was, for many years,
developed by the boards of contract appeals, applying the appropriate contract
clauses and the procurement regulations pertaining thereto.  The procedural
and jurisdictional rules and understandings for processing such cases were
relatively well defined and understood.  A dispute over whether the
Government had validly declared a default was treated at the contracting
officer and at the board level as a first, discrete question, unrelated to any

CBCA 8467 8
Treating a default termination as a government claim while requiring a contractor to
submit a monetary claim before challenging a convenience termination has a logical basis. 
In addressing a contractor’s challenge to a default termination, the Board is able to provide
a remedy:  it can, in appropriate circumstances, convert the termination to one for
convenience, which will entitle the contractor to a termination settlement from the
Government.  LaFollette Coal, Inc., EBCA 336-5-85, 87-3 BCA ¶ 20,099, at 101,728; see
Darwin Construction Co. v. United States, 811 F.2d 593, 597, 598 (Fed. Cir. 1987);
Composite Laminates, Inc. v. United States, 27 Fed. Cl. 310, 317 (1992).  “There is no
convenience termination claim possible until the default termination is overturned.”  Almeda
Industries, Inc., ENG BCA 5148, 87-1 BCA ¶ 19,401, at 98,106 (1986).  The Board is in a
different position when considering a convenience termination or a termination with thirty
days’ notice:  there, the only remedy that the Board can provide is an award of money, given
that, as discussed earlier in this decision, the Board lacks authority to order reinstatement of
the now-cancelled contract.  If the contractor wants monetary relief, however, it first has to
dollar consequence which might flow to the contractor should the Government
be found to have improperly terminated for default.  The contractor had no
right to any dollar recovery until a termination for convenience has been
declared either by the contracting officer or by the board of contract appeals
when it found that the contracting officer had acted invalidly in asserting a
default termination.  Processing a termination for convenience claim involved
its own procedures, forms, actions, and time limits, largely or totally unrelated
to the prior defective default termination.  For that reason, after a decision by
a board of contract appeals that the attempted default termination was invalid,
the parties returned to the contracting officer where the contractor could
pursue the new remedy for a termination for convenience. . . . In the few
instances when settlement did not result, a unilateral determination generally
was made by the contracting officer, and a new appeal was taken by the
contractor under the disputes procedure.  The questions raised by that new
appeal were totally different from, and largely unrelated to, those raised by the
first appeal challenging the propriety of the default action.  This second stage,
when it occurred, was treated as separate and distinct from the earlier
proceeding.  Both the logic of the distinction between the default termination
and convenience termination stages and the economy of effort for the
contractor and the contracting officer supported the separate and distinct
treatments accorded the two phases of the proceedings by clause, regulation,
and the boards of contract appeals.
Id. at 98,105.

CBCA 8467 9
submit a claim to the contracting officer seeking money.  41 U.S.C. § 7103(a).  Even if TIS
characterized its request here as one seeking a declaration from the Board that GSA’s
termination was improper, the Court of Appeals for the Federal Circuit has made clear that,
if a request “‘styled as one for declaratory relief[] would—if granted—yield only one
significant consequence,’ which would be to ‘entitle [the contractor] to recover money
damages from the government,’ the claim [can] only be pursued as a monetary claim” that
the contractor has submitted for decision to the contracting officer.  Duke University v.
Department of Health & Human Services, CBCA 5992, 18-1 BCA ¶ 37,023, at 180,290-91
(quoting Securiforce International America, LLC v. United States, 879 F.3d 1354, 1360-61
(Fed. Cir. 2018)).  Because TIS has not submitted a monetary claim to the contracting officer,
we lack jurisdiction to entertain this appeal.
Alas, even if we could find jurisdiction over TIS’s challenge to the termination, we
would have to dismiss it for failure to state a claim.  In identifying what cancellation rights
the contract provided the parties, we would look to the terms of the contract itself.  “It is the
duty of the [tribunal] to construe contracts as they are made by the parties thereto, and to give
full force and effect to the language used, when it is clear, plain, simple, and unambiguous.” 
Kuhn v. Fairmont Coal Co., 215 U.S. 349, 356 (1910).  In identifying each party’s rights,
obligations, and limitations under a contractual agreement, we look to “the plain language
of the agreement,” Foley Co. v. United States, 11 F.3d 1032, 1034 (Fed. Cir. 1993), giving
it “its ordinary and commonly accepted meaning unless it is shown that the parties intended
otherwise.”  Hol-Gar Manufacturing Corp. v. United States, 351 F.2d 972, 976 (Ct. Cl.
1965).  Here, the cancellation provision gives either party the right to terminate the contract
upon not less than thirty days’ written notice to the other party, and, as one of our predecessor
boards recognized when interpreting an almost identical clause, “[t]his advance notice is the
only condition which must be met in order to extinguish all further obligations under the
agreement.”  Mycor Services, Inc., VABCA 3537, 93-1 BCA ¶ 25,290, at 126,018 (1992). 
Under the clause, “[t]here is no need for either party to justify its action in this regard.”  Id. 
Accordingly, the agency had broad discretion to decide, for whatever reason, whether and
when to cancel a contract.  See Portsmouth Coca Cola Bottling Works, ASBCA 5901, 60-1
BCA ¶ 2541, at 12,191 (“By the express terms of the contract each party gave to the other
an absolute right to terminate conditioned only on the giving of 30 days’ written notice.  The
motives of either party are immaterial in respect of the exercise of that contractual right.”).4 
The clause does not require the agency to show that the contractor did anything wrong or that
the agency had good cause for the termination.  “However indelicately this matter may have
4 Although that discretion might be limited by the agency’s obligation not to
make termination decisions in bad faith, see Rafael Francis, DOT CAB 1566, 85-3 BCA
¶ 18,339, at 91,977, TIS has not alleged bad faith here.

CBCA 8467 10
been handled by the Government, one fact is inescapable:  either party, on 30 days[’] written
notice, had the right to cancel the contracts.”  KJS, Inc., GSBCA 7397, 87-1 BCA ¶ 19,560,
at 98,867 (1986); see Snack Time Foods, Inc., VABCA 3729, 93-2 BCA ¶ 25,825, at
128,555; Mycor Services, 93-1 BCA at 126,018; Jolly Joe’s Tire Shop, PSBCA 1427, 86-1
BCA ¶ 18,665, at 93,871.  As sympathetic as we may be to a small business that finds itself
in a difficult situation, we cannot rewrite the terms of the contract or require GSA to make
business decisions in a different manner than it has.
Decision
For the foregoing reasons, the appeal is DISMISSED FOR LACK OF
JURISDICTION.
    Harold D. Lester, Jr.      
HAROLD D. LESTER, JR.
Board Judge
I concur:
    H. Chuck Kullberg         
H. CHUCK KULLBERG
Board Judge
VERGILIO, Board Judge, dissenting.
I would not dismiss this case for lack of jurisdiction over the challenge to the
cancellation of the contract.  The discussion of relief not available is dicta given the
conclusion of the majority that the Board lacks jurisdiction.  I would refrain from reaching
that determination at this stage.  Should the cancellation be deemed improper, the Board can
fashion appropriate relief based upon a full record and input from the parties; a nuanced
answer may be appropriate such that the question is more involved than requiring a “yes” or
“no” answer.

CBCA 8467 11
The contracting officer issued a determination cancelling the contract.  The contractor
asked the contracting officer to reconsider that determination.  The contracting officer
expressly declined to alter the cancellation.
The contracting officer issued a decision that expressed the position of the
Government:  the contract was cancelled with reference to the terms and conditions of the
contract.  Such falls within the dictionary definition of a “claim” at the time the Contract
Disputes Act of 1978 (CDA) was enacted, as amended and codified at 41 U.S.C. § 7101-
7109 (2018).  E.g., Claim, Black’s Law Dictionary 313 (4th ed. 1957) (defining a “claim,”
although as a verb, as “to demand as one’s own; to assert, to state”).  One also can look to
the Federal Acquisition Regulation (FAR) definition of claim that existed when the CDA was
amended and recodified and that would apply to the contract when signed:  “a written
demand or written assertion by one of the contracting parties seeking, as a matter of right,
the payment of money in a sum certain, the adjustment or interpretation of contract terms, or
other relief arising under or relating to the contract.”  48 CFR 2.101 (2024) (FAR 2.101). 
The cancellation is akin to a termination for default; the agency ended the contract relying
on a contract clause.  Just as a contractor can challenge a termination for default without
seeking money, this contractor can challenge the cancellation.  Although the cancellation
lacked formal language declaring it a decision on a claim (contractor or government) under
the CDA, 41 U.S.C. § 7103, the cancellation was a determination expressing the contracting
officer’s interpretation of and action under the contract.  The cancellation permitted the
contractor to file an appeal.
While others might seek to find an impasse in the discussions between the contractor
and contracting officer regarding the cancellation (particularly if the cancellation was a
termination for convenience), such an impasse here is evident with the contracting officer's
rejection of the contractor’s request to overturn the cancellation.  The lack of formal
decisional language with appeal rights does not preclude the contractor from treating the
cancellation as an appealable determination.  By not including specific language regarding
an appealable decision, the contracting officer did not start the clock that would limit the
appeal period.
I would not require further refinements from the contractor to challenge the position
of the agency or require the contractor to seek money before it could challenge the
cancellation.  However, as the majority notes, the contract granted either party the right to
cancel the contract with notice of thirty days.  There is no need at this stage to speculate on
what facts, if any, could provide a basis for concluding that the cancellation was improper.

CBCA 8467 12
     Joseph A. Vergilio          
JOSEPH A. VERGILIO
Board Judge