DISMISSED: May 3, 2012 
CBCA 2735 
CPR RESTORATION, LLC, 
Appellant, 
v. 
DEPARTMENT OF VETERANS AFFAIRS, 
Respondent. 
Gregory J. Allard of J. Scott Watson, P.C., Glen Mills, PA, counsel for Appellant. 
Jennifer Hedge, Office of Regional Counsel, Department of Veterans Affairs, 
Pittsburgh, PA, counsel for Respondent. 
Before Board Judges BORWICK , VERGILIO , and KULLBERG . 
VERGILIO , Board Judge. 
On February 9, 2012, the Board received a notice of appeal from CPR Restoration, 
LLC (appellant) involving the respondent, the Department of Veterans Affairs (agency). 
Appellant seeks payment of $279,363 for emergency restoration services it claims to have 
performed for the agency at an agency hospital in Philadelphia. A contracting officer 
(references to a contracting officer are to the agency contracting officer of the contract 
between the contractor and agency) denied the request for payment, concluding that appellant 
performed the work as a subcontractor to a contractor to the agency, such that the contractor, 
not the agency, is responsible for paying appellant. Further, the contracting officer 
determined that an agency employee who signed the documents purporting to be contracts 
between appellant and the agency lacked contracting authority; no one with contracting 
authority ratified the alleged agreements. The record has closed on the initial issue of the 
status of appellant as a contractor or not and its ability to pursue this case at the Board. 

 
             
          
             
             
               
        
  
                
         
  
             
      
            
             
             
                  
          
   
                
           
             
               
              
        
          
                  
           
             
            
                
             
             
         
2 CBCA 2735 
The Board concludes that appellant lacks a contract with the agency. The agency 
employees who signed the purported contracts were without contracting authority; the 
purported contracts have not been ratified by an agency employee with contracting authority. 
It appears that appellant performed the services for which it seeks compensation as a 
subcontractor to a contractor to the agency. As a subcontractor, appellant may not file an 
appeal directly with this Board; a contractor (not a subcontractor) is the proper party to file 
an appeal after a proper contractor claim has been denied (in fact or as a deemed denial) by 
a contracting officer. Because appellant has failed to base its appeal upon a proper claim for 
which the Board can grant relief, the appeal is dismissed. 
Findings of Fact 
1. On March 17, 2010, a fire occurred in the work area of a construction 
contractor to the agency in a hospital in Philadelphia. Water and other damage occurred in 
the building. That contractor utilized appellant to perform restoration and cleaning services 
at the facility. The contractor coordinated the repair and restoration efforts with appellant 
and the agency, among others including an insurance company to the contractor. Exhibits 
1 at 1-2; 3 at 6; 11 at 26, 18 at 176 (all exhibits are in the appeal file). 
2. Appellant has presented three documents (forms on its own letterhead) which 
it purports to be written contracts between appellant and the agency to perform work.  Two 
of these purported authorizations are dated March 17, 2010; one is dated June 28, 2010. The 
documents state that appellant is to proceed with recommended procedures to preserve, 
protect, and secure from further damage the property; the documents purport to make the 
agency responsible for any and all charges and/or costs not paid to appellant by an insurance 
company. Each document bears the signature of an employee of appellant and a then-
employee of the agency. Exhibit 13 at 160-62. 
3. The factual record indicates that the then-employees of the agency lacked 
authority to enter into contracts on behalf of the agency. Exhibit 14 at 163. The record does 
not demonstrate that anyone with contracting authority ratified any of the purported 
agreements or entered into a contract with appellant to perform the work underlying this 
dispute. 
4. By letter dated July 7, 2010, appellant sought payment of $270,465.77 from the 
agency. Exhibit 2 at 4-5. The contracting officer informed appellant that the agency did not 
hire appellant and could not pay appellant as a subcontractor. The contracting officer 
informed the contractor, by letter dated July 16, 2010, of subcontractor requests for payment 
being made to the agency. Exhibit 3 at 6. 

 
           
              
                
 
           
                
            
            
             
                
             
           
                
             
         
           
             
              
            
               
             
               
           
              
          
              
             
              
              
             
                
               
          
3 CBCA 2735 
5. By letter dated April 14, 2011, to the contracting officer, appellant sought 
payment of $279,363. This amount is comprised of $270,465.77, for work invoiced in March 
2010; $4595, for work invoiced in April 2010; and $4302.23, for work invoiced in July 2010. 
Exhibit 13. 
6. By letter dated June 2, 2011, the contracting officer denied appellant’s request 
for payment. The determination notes the bases for denial. First, the agency did not contract 
with appellant; rather, appellant contracted with a contractor to the agency. Second, 
individuals who may have signed appellant’s form authorizing the work lacked authority to 
bind the Government (each employee was not a contracting officer, lacked a warrant, and 
was not in the purchasing department). Exhibit 14 at 163. The record contains no indication 
that appellant received this determination prior to February 2012. Exhibit 15 at 165. 
7. By letter dated January 12, 2012, appellant (through counsel) sought a decision 
on the request for payment of $279,363. Exhibit 15 at 165. In February 2012, appellant 
(through counsel) received the decision (dated June 2, 2011, Finding 6) denying the request 
for payment. Exhibits 16 at 166-67; 18 at 176. 
8. On February 9, 2012, appellant filed a notice of appeal, seeking $279,363. 
Discussion 
Appellant has not demonstrated that it is a contractor with the agency, through an 
actual or an implied contract. Appellant relies upon documents signed by its employees and 
agency employees. The record does not demonstrate that an individual with contracting 
authority signed the agreements of behalf of the agency. Such an agreement, signed by one 
without contracting authority, does not bind the agency. Federal Crop Insurance Corp. v. 
Merrill , 322 U.S. 380 (1947). The record also does not establish that an agency employee 
with contracting authority ratified the agreement; rather, the agency understood that appellant 
performed as a subcontractor to a contractor to the agency. Under the circumstances, an 
actual or an implied contract with the agency did not arise. 
In this instance, appellant lacks a contract with the agency for the work performed. 
Accordingly, appellant was not a contractor. Not being a contractor, appellant could not 
submit a claim directly to the contracting officer, nor could the contracting officer issue a 
decision (decisions relate to claims by a contractor or the Federal Government). 41 U.S.C.A. 
§§ 7101 (contractor definition), 7103(a), (b) (2011). Because appellant was not a contractor 
and lacked an actual or deemed denial of a claim by a contracting officer, statute does not 
authorize appellant to file an appeal at this Board. 41 U.S.C.A. §§ 7104(a), 7105(e)(1)(B). 
These conclusions moot addressing the apparent lack of a certified claim. 

 
             
              
               
        
    
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4 CBCA 2735 
Lacking an actual or implied contract with the agency, this appellant may not avail 
itself of this Board’s authority to resolve contractual disputes. Appellant has failed to prove 
the necessary elements of a cause for which relief could be granted. Engage Learning, Inc. 
v. Salazar , 660 F.3d 1346, 1353 (Fed. Cir. 2011). 
Decision 
The Board DISMISSES this appeal. 
JOSEPH A. VERGILIO 
Board Judge 
We concur: 
ANTHONY S. BORWICK H. CHUCK KULLBERG 
Board Judge Board Judge