DISMISSED FOR LACK OF JURISDICTION:
September 22, 2015
CBCA 4952
KRISTIN ALLRED,
Appellant,
v.
DEPARTMENT OF VETERANS AFFAIRS,
Respondent.
Kristin Allred, pro se, Elgin, TX.
Tobias D. Hunziker, Office of General Counsel, Department of Veterans Affairs,
Austin, TX, counsel for Respondent.
Before Board Judges WALTERS, ZISCHKAU, and LESTER.
LESTER, Board Judge.
Respondent, the Department of Veterans Affairs (DVA), has filed a motion to dismiss
this appeal for lack of jurisdiction, arguing that appellant, Kristin Allred, has not alleged any
privity of contract with the Federal Government.  Ms. Allred, in response, does not dispute
that she has no contract with the DVA, but asks us to recaption this appeal to name Adams
Communication and Engineering Technology (ACET), a government contractor that
previously employed her, as the respondent in place of the DVA.  Because we do not possess
jurisdiction to entertain contract appeals from individuals who lack privity of contract with
the Government or to entertain personnel disputes between private parties, we grant the
Government’s motion to dismiss.

CBCA 4952 2
Background
On August 28, 2015, Ms. Allred filed what she represented was an appeal of a “final
decision” by a DVA employee on an issue arising under contract no. VA118-1006-0011 for
National Service Desk help desk services under the Transformation Twenty-One Total
Technology program.  ACET is the prime contractor under that contract.
Ms. Allred alleges that, until recently, she was employed by ACET.  She further
alleges that, on July 17, 2015, two representatives of ACET informed her in a telephone
conversation that ACET was terminating her employment.  She asserts that the stated reason
for the termination “was that the client – Veteran’s Administration – no longer wanted [her]
on the job.”  Accompanying her notice of appeal, filed August 28, 2015, is a letter dated July
17, 2015, from ACET’s Director of Human Resources to Ms. Allred, stating that Ms.
Allred’s “employment with ACET is terminated effective today due to client request.”  Ms.
Allred asks that the Board award her lost wages from the date of termination until a future
date upon which she finds new employment.
In response, the DVA has filed a motion to dismiss Ms. Allred’s appeal for lack of
jurisdiction, arguing that Ms. Allred, as the former employee of a government contractor,
lacks privity of contract with the DVA and, therefore, cannot seek relief before the Board.1 
Discussion
“The Board’s jurisdiction under the Contract Disputes Act” (CDA), 41 U.S.C.
§§ 7101-7109 (2012), “is limited to hearing and deciding appeals by contractors of decisions
issued by contracting officers on claims” by or against particular agencies of the Federal
Government “under contracts for the procurement of property (other than real property in
being); services; construction, alteration, repair, or maintenance of real property; or disposal
of personal property.”  AMEC Construction Management, Inc. v. General Services
Administration, CBCA 389, et al., 07-1 BCA ¶ 33,505, at 166,039.  Accordingly, to invoke
the Board’s jurisdiction in a contract appeal under the CDA, the appellant must allege facts
sufficient to show that, among other things, it is a “contractor” as that term is defined in the
CDA.  See 41 U.S.C. § 7104(a) (only a “contractor” may file an appeal of a contracting
1   In the alternative, the DVA seeks dismissal  because there is no evidence that Ms.
Allred submitted a claim pursuant to the Contract Disputes Act (CDA), 41 U.S.C. §§ 7101-
7109 (2012), or that a DVA contracting officer ever issued a final decision on it, necessary
prerequisites to a CDA appeal.  In light of our disposition of the privity issue, we need not
address this alternative argument.

CBCA 4952 3
officer’s decision with a board of contract appeals); Coastal Corp. v. United States, 713 F.2d
728, 730 (Fed. Cir. 1983) (the CDA “deals with contractors”) (quoting United States v. John
C. Grimberg, Inc., 702 F.2d 1362, 1368 (Fed. Cir. 1983)); Parsons Brinckerhoff Quade &
Douglas, Inc., DOT CAB 1299, 84-2 BCA ¶ 17,309, at 86,266 (“under the Contract Disputes
Act this Board only has jurisdiction over ‘contractors’”).  If the appellant does not allege that
it is a contractor in privity with the Federal Government, we lack jurisdiction to entertain its
direct appeal under the CDA.  Eagle Peak Rock & Paving, Inc. v. Department of the Interior,
CBCA 2770, 12-2 BCA ¶ 35,146, at 172,521; BPI Management Inc. v. Department of
Housing and Urban Development, CBCA 1894, 10-2 BCA ¶ 34,495, at 170,142; see
Southern California Federal Savings & Loan Association v. United States, 422 F.3d 1319,
1328 (Fed. Cir. 2005) (“A plaintiff must be in privity with the United States to have standing
to sue the sovereign on a contract claim.”).
“The term ‘contractor’ means a party to a Federal Government contract other than the
Federal Government.”  Magwood Services, Inc. v. Department of Transportation, CBCA
3630, 14-1 BCA ¶ 35,605, at 174,413 (quoting 41 U.S.C. § 7101(7)).  Ms. Allred does not
meet that definition.  She was an employee of a government contractor, and she is
challenging that government contractor’s decision to terminate her employment.  Although
her employer has a contract with the Federal Government that is covered by the CDA, she
herself does not.  Her status as an employee, or former employee, of a government contractor
does not make her a “contractor” under the CDA or provide her with the privity necessary
to maintain a direct appeal to the Board against the Federal Government.  See, e.g., S.R.
Weinstock & Associates, Inc. v. United States, 223 Ct. Cl. 677, 680 (1980) (corporate officers
and sole shareholders lack privity to sue on corporation’s contract with Federal Government);
Bolin v. United States, 221 Ct. Cl. 947, 948 (1979) (employees of a government contractor
“have no contractual relationship with the Government and therefore cannot maintain a suit
against the United States”); John C. Thompson, HUD BCA 79-427-C45, 80-2 BCA ¶ 14,722,
at 72,594 (corporate employees lack privity to appeal).  Accordingly, we lack jurisdiction to
entertain Ms. Allred’s appeal.
Ms. Allred’s allegation that the DVA may have asked ACET to terminate her
employment does not create privity or a right of action cognizable before this Board. 
Although it is conceivable that a subcontractor might be able to establish privity with the
Federal Government in certain limited circumstances if “the prime contractor is a mere
government agent” that, in performing its prime contract, is acting as the Federal
Government’s alter ego, United States v. Johnson Controls, Inc., 713 F.2d 1541, 1551 (Fed.
Cir. 1983), Ms. Allred has not made, or alleged facts supporting, such an argument.  See
Parsons Brinckerhoff, 84-2 BCA at 86,266 (“a very tough standard must be met before [an
entity] can recover under this theory”).  Even if the DVA had great control over the prime
contractor’s actions and dealings with its subcontractors and employees, the Federal Circuit’s

CBCA 4952 4
decision in Johnson Controls suggests that it would be insufficient to create a “direct
contractual relationship” between a particular subcontractor or employee and the DVA.
Johnson Controls, 713 F.2d at 1553; see Doug Wiggs d/b/a Sloan Welding & Construction
Co. v. Environmental Protection Agency, GSBCA 16817-EPA, 06-1 BCA ¶ 33,246, at
164,776.  The DVA’s mere request to ACET to terminate Ms. Allred’s employment, if that
is what the DVA did, does not create the necessary type of agency relationship; to the
contrary, the nature of the alleged request indicates that ACET retained its own discretionary
decision-making authority in considering whether to honor the DVA’s desire and that the
DVA was not controlling ACET’s actions.  In any event, the CDA does not encompass the
type of personnel disputes about which Ms. Allred is complaining here.  See, e.g., Innovative
(PBX) Telephone Systems, Inc. v. Department of Veterans Affairs, CBCA 12, 07-2 BCA
¶ 33,685, at 166,765 (Board lacks jurisdiction to review the “propriety of personnel actions”);
Four-Phase Systems, Inc., ASBCA 26794, et al., 86-2 BCA ¶ 18,924, at 95,451 (“It is not
the Board’s function to review the propriety of the adverse personnel action that was
taken.”).  To the extent that Ms. Allred believes that the DVA’s request to ACET constituted
some type of tort that harmed her, we lack jurisdiction to entertain pure tort claims.  National
Gypsum Co., ASBCA 53259, et al., 03-1 BCA ¶ 32,054, at 158,455 & n.2 (2002).
Ms. Allred has requested that we recaption this appeal to substitute her former
employer, ACET, as the respondent in place of the DVA.  We have no jurisdiction over
personnel disputes between private parties.  See Employers Mutual Casualty Co., GSBCA
11003, 92-1 BCA ¶ 24,442, at 121,962 (1991) (“This Board, as an adjudicative tribunal
within the executive branch of Government, does not sit to resolve disputes between private
parties.”).  Further, in contract dispute cases, only executive agencies of the Federal
Government may be respondents before the boards of contract appeals.  See 41 U.S.C.
§§ 7101(8), 7105.  Accordingly, we must deny Ms. Allred’s request.
Decision
For the foregoing reasons, Ms. Allred’s appeal is DISMISSED FOR LACK OF
JURISDICTION.
_______________________________
HAROLD D. LESTER, JR.
Board Judge

CBCA 4952 5
We concur:
________________________________ ________________________________
RICHARD C. WALTERS JONATHAN D. ZISCHKAU
Board Judge Board Judge