DENIED: September 27, 2018
CBCA 6155
PENNA GROUP, LLC,
Appellant,
v.
DEPARTMENT OF JUSTICE,
Respondent.
Bryant S. Banes and Sean D. Forbes of Neel, Hooper & Banes, P.C., Houston, TX,
counsel for Appellant.
Monica Barron and William D. Robinson, Office of General Counsel, Federal Bureau
of Prisons, Department of Justice, Washington, DC, counsel for Respondent.
VERGILIO, Board Judge.
In a certified claim, Penna Group, LLC (contractor) sought $146,048.85 for what it
describes as costs incurred in performing under an expanded scope of work under a roofing
contract.  A contracting officer of the Federal Bureau of Prisons (agency) denied the claim,
relying upon a release of claims with the signature of the contractor’s president which released
the United States from any and all claims arising under the contract; on the release form the
word “NONE” is in the space to identify excepted claims and dollar amounts.  The agency
paid the full contract price following receipt of the release and other documents.  The
contractor has elected the small claims procedure, which means that a decision by one judge
is final, conclusive, and non-precedential, and may be set aside only in cases of fraud.  41
U.S.C. § 7106(b) (2012).


CBCA 6155 2
The agency has moved for summary judgment (the term that replaces summary relief,
under the Board’s Rules effective September 17, 2018), contending that the contractor may
not pursue the claim or prevail given the release.  The contractor asserts that the release is of
no force or effect because it was completed by one without the actual or apparent authority
to do so, and that material facts are in dispute so as to preclude summary judgment.  It
contends further that the release can be invalidated because of economic duress and because
of mutual mistake.
The Board concludes that the release is enforceable and precludes the contractor from
pursuing and prevailing upon the claim.  The release bears the signature of the contractor’s
president.  The president of the contractor was aware that the individual who completed the
release on behalf of the contractor had his signature stamp; he thus had endowed her with
actual and/or apparent authority to use the signature.  The contractor raises no facts at this
summary judgment stage that would establish that the release should not be enforced; the
affidavit provides sufficient assumed-to-be-true facts that dictate the enforcement of the
release.  The Board denies the claim.
Findings of Fact
The agency identified documents and provided the contractor with forms needed to
close out the contract.  The contractor provided to the agency a completed release of claims
form that explicitly released the United States from any and all claims arising under the
contract or any modification or change with the word “NONE” to identify the claims excluded
by the contractor.  That document bears the signature of the president of the contractor, as
placed there and witnessed by an employee of the contractor in order for the contractor to
receive final payment under the contract.  The contractor’s president is identified as a
recipient of the email from the contractor to the agency containing the completed release and
other documentation.  The agency received the release and other materials and made the final
payment.
The contractor’s president states by affidavit:
5. Also on July 10, 2015, PennaGroup sought the last payment, and the
Government forwarded the pay application and included a release of claims to
PennaGroup’s Project Manager (PM), [Ms. X].  Importantly, the [agency]
required PennaGroup’s PM to sign all forwarded documents, including the
release, in order to receive final payment.  As such, Ms. [X], affixed my
stamped signature to all documents the [agency] sent, including the release.

CBCA 6155 3
6. Regarding authority, PennaGroup is a single-member LLC and I am the
only executive officer with the sole authority to sign any release, and in this
specific matter, I did not authorize or sign the release of claims, nor would I
have done so since Penna Group was actively attempting to negotiate a
modification for work performed outside the plans and specifications, and
scope of work (SOW).
7. Ms. [X] mistakenly, and without authority, affixed my signature stamp
on the release solely for the purposes of receiving the final pay application
which the Government required in order to release PennaGroup’s final
payment.
8. Notably, I never received notice of the release of claims [until April 19,
2018, when I received a copy of the decision of the contracting officer denying
the claim].
Referencing emails he sent to personnel at the agency before and after the release, the
affiant asserts that the emails show that “everyone believed there was still an outstanding
[request for equitable adjustment] well after the purported signing of the release” and which
“clearly show that I never intended to release the claims.”  The emails sent before the release
was sent to the agency do not show the contractor’s intent at the time of the release; those sent
later are from the contractor to the agency, not from the agency to the contractor and do not
show an intent of the affiant or agency personnel at the time the release was submitted. 
Further, although the affiant states that he did not receive notice of the release until April 19,
2018, on August 25, 2015, the contractor’s project manager emailed to the agency, with a cc
copy to the affiant, the release and other documents to receive payment.  Other particular
problems of overstatement in the affidavit need not be detailed, because they are not material.
The contractor also maintains that the agency should have detected a difference
between the blue electronic signature contained in direct correspondence from the president
and the black signature stamp placed on the release by the contractor’s employee, but has not
indicated how this difference should have led the agency to question the reliability of the
signature.  The pre-proposal conference meeting minutes and preconstruction conference
agency minutes referenced by the contractor provide no support for the assertion that the
employee lacked actual or apparent authority to bind the contractor or put the agency on notice
to question any such signature.

CBCA 6155 4
Discussion 
The standards to be applied in resolving a motion for summary judgment are well
known.  Mingus Constructors, Inc v. United States, 812 F.2d 1387, 1391 (Fed. Cir. 1987);
Safe Haven Enterprises, LLC v. Department of State, CBCA 3871et al., 16-1 BCA ¶ 36,444,
at 177,623.  The language of the release is clear on its face; the contractor reserved no claims
when it submitted the release.  Thereafter, the contractor received payment of the remainder
of the contract price.  The signature on the release is that of one with the authority to sign, the
contractor’s president.  The contractor asserts that the signature was placed on the document
by an employee with a signature stamp but without actual or apparent authority to do so.
The contractor contends that summary judgment is inappropriate in light of the holding
of Safe Haven.  That case does not assist this contractor.  The signature in question there was
that of a vice president whom the contractor alleged was without the authority to bind the
company.  Here, the signature on the document is that of the contractor’s president, one with
the authority to sign a release.  That opinion, however, addresses other aspects of the binding
nature of a release; this decision is in keeping with what is there decided.
Leaving for another day material distinctions, if any in this situation, between a
company and an individual, an unauthorized signature is inoperative as to the individual
whose name is signed unless ratified or precluded from denying it.  A signature is binding if
placed on a document by one with actual or apparent authority to do so.  Negligent oversight
regarding a signature stamp or electronic signature may result in the binding nature of the
signature when appropriately relied upon by a party.  Great American Insurance Co. v. United
States, 481 F.2d 1298, 1309-10 (Ct. Cl. 1973).
A company acts through its employees and agents.  The president was aware that the
employee had the signature stamp; this endowed her with the apparent, if not actual, authority
to use it.  The contractor has proffered no support for the affiant’s statement of limitations on
the use of the stamp.  The contractor has provided no basis for the agency reasonably to
conclude that the release was invalid or mistaken, or that only particular versions of the
president’s signature should be accepted or only accepted for particular actions.  On its face,
the release does not indicate how it was completed by the contractor.  It was negligent of the
president to provide the employee with a stamp that could be used without his knowledge or
instruction, not oversee its usage, and permit the individual with the stamp to witness the
signature.  The employee timely provided the president with a copy of the signed release and
request for final payment.  The agency is not at fault for the president’s failure to receive,
review, or act on the information.  The agency appropriately relied upon the signature in
closing out the contract.  The contractor has not established a sufficient factual or legal basis
to limit the release.

CBCA 6155 5
The contractor reaches beyond credible arguments when it asserts that the release
should not be enforced because of economic duress or mutual mistake.  On its face, the
release form permitted the contractor to identify claims and an associated dollar amount not
to be included in the release.  Nothing suggests or supports the notion that the agency would
not have paid the contractor for the work completed, when the claim seeks payment in
addition to that amount.  The “no choice but to sign” assertion is mere verbiage.  There is no
basis to support a theory of duress.  As to mutual mistake and potential contract reformation,
the issue on summary judgment relates to the release, not the claim.  Even assuming that the
contractor can establish that a mutual mistake existed in the formation of the contract (which
is the focus of the contractor’s allegation here), such a claim does not survive the release.
Decision
The agency has met its burden to substantiate its motion for summary judgment.  The
Board DENIES the appeal.
     Joseph A. Vergilio          
JOSEPH A. VERGILIO
Board Judge