THIS OPINION WAS INITIALLY ISSUED UNDER PROTECTIVE ORDER AND
IS BEING PUBLICLY RELEASED IN ITS ENTIRETY ON SEPTEMBER 20, 2021
APPELLANT’S MOTION FOR PARTIAL SUMMARY JUDGMENT DENIED;
RESPONDENT’S MOTION FOR SUMMARY JUDGMENT DENIED: 
September 9, 2021
CBCA 6400, 6401, 6700
INTERNATIONAL DEVELOPMENT SOLUTIONS, LLC,
Appellant,
v.
DEPARTMENT OF STATE,
Respondent.
Todd M. Garland, Nora K. Brent, Richard C. Johnson, and Amanda C. DeLaPerriere
of Smith Pachter McWhorter PLC, Tysons Corner, VA, counsel for Appellant.
Randal W. Wax, Office of the Legal Adviser, Buildings and Acquisitions, Department
of State, Washington, DC, counsel for Respondent.
Before Board Judges ZISCHKAU, SULLIVAN, and CHADWICK.
CHADWICK, Board Judge.
These consolidated appeals, which are before the Board on cross-motions for
summary judgment, seem straightforward in broad outline.  The appellant, International
Development Solutions, LLC (IDS), provided security services to the respondent,
Department of State (State), in Afghanistan.  IDS alleges that it incurred unexpected tax
liabilities to the Government of Afghanistan as a result of its work on two task orders.  IDS
seeks payment for the taxes under cost-reimbursement provisions.  State argues, among other


CBCA 6400, 6401, 6700                                                                                                      2
things, that IDS is not entitled to recover because IDS did not include the taxes in its cost
proposals for the task orders.
So far, so clear.  The surprise is that after conducting discovery for eighteen months
(much of it concerning State’s dealings with other contractors under other contracts),
assembling an appeal file of 378 exhibits, and briefing the cross-motions, the parties leave
open fundamental questions to which the Board would need answers to understand the
dispute adequately, much less to resolve it.  We cannot determine from the record, among
other things, the legal grounds on which Afghanistan assessed the taxes at issue; exactly what
corporate entity was liable for the taxes (it does not appear to have been IDS); what entity
paid the taxes (it does not appear to have been IDS); whether IDS incurred the taxes as costs
on its books; or what the parties knew or should have known about the taxation of U.S.
contractors in Afghanistan when State issued the task orders approximately a decade ago.
In the case as a whole, the risk of these factual gaps falls mainly on IDS, which bears
the burden of proof.  On summary judgment, the deficient record causes us to deny both
motions and to proceed to a hearing.
Background
So many of the parties’ proposed facts are genuinely disputed, unsupported, or
irrelevant to summary judgment that our factual summary is compressed.  IDS provided the
services at issue under task orders 9 and 11 (SAQMMA12F1044 and SAQMMA11F2609)
issued by State under an indefinite quantity contract in 2011 and 2012.  One of the many
puzzling things about the case is that the parties agree that task order 11 preceded task
order 9.  In general, the task orders were for “movement” protective and support services
within Afghanistan and had a combined value of more than $400 million. 
In September 2018, December 2018, and September 2019, IDS submitted to the
contracting officer a series of certified claims that collectively sought $36,714,278.18 as
reimbursement for taxes paid to Afghanistan in 2017 and 2018 for Afghan tax years 1389 to
1394 (roughly March 2010 to March 2015).  State denied the first two claims in February
2019.  The appeals from those denials are CBCA 6400 and CBCA 6401, filed in March
2019.  The third claim was deemed denied and is before us in CBCA 6700, filed in January
2020.  The Board granted IDS’s motions to consolidate the appeals as they were filed. 
Discovery ended in March 2021.  The parties filed dispositive cross-motions in June 2021.
IDS argues that it is “entitled to recover the taxes it claims under CLIN [contract line
item number] X404” in both task orders.  As far as we can determine from the parties’

CBCA 6400, 6401, 6700                                                                                                      3
citations to the record,1 CLIN X404 was a row in the price schedules (or “pricing sheets”)
of the task orders that had no text other than its title: “License, Tax, Permits, Visa and
Registration Fees.”  The parties do not direct us to any language in the task orders or
elsewhere that defines the term “tax” as used in CLIN X404 or that explains the purpose of
the CLIN. The base contract, awarded in 2010, stated in relevant part,
“Non-labor/Material/Other Direct costs (e.g., . . . insurance, travel, licenses, taxes, permits,
and registration fees) will be proposed and negotiated at the task order level.  Furthermore,
the Contractor shall exclude these costs from its indirect cost pool(s).”  State urges us to
consult the solicitations for the task orders to construe CLIN X404, an argument we address
below.  The parties agree that the reimbursement that IDS seeks is in addition to the dollar
amounts that IDS listed in the CLINs when State awarded the task orders.
In its certified claims, IDS stated that “IDS paid” the tax amounts it seeks.  In its
pleadings at the Board, IDS has altered that allegation.  In the second amended consolidated
complaint, filed in all three appeals in February 2020, IDS alleges that “IDS is a wholly
owned subsidiary of ACADEMI Training Center, LLC,” which in turn is “wholly owned”
by “ACADEMI LLC.”  IDS goes on to allege that it “maintained an Afghanistan business
license” “[t]hrough its corporate parent, ACADEMI LLC,” the entity that IDS actually
alleges is the parent of IDS’s immediate corporate parent.2  
IDS further alleges, “Historically, IDS operated in Afghanistan under the licenses of
its corporate parent [sic], ACADEMI LLC, with the approval of [the Afghanistan
Government].  Accordingly, ACADEMI LLC is the reporting tax entity in documents relied
on in support of this Consolidated Complaint.”  The Board simply does not know what this
means as a matter of fact or law.  We do not know what a “license” to “operate” is (or was)
under Afghan law.  We do not know what “approval of” the Afghan Government might
consist of.  We know nothing about Afghan tax law and will not guess what a “reporting tax
entity” is under that law.  Nor do we understand why IDS repeatedly alleges that ACADEMI
LLC is IDS’s “parent” while alleging that another, intermediate LLC wholly owns IDS.
The issues surrounding the identity of the taxpayer in the pleadings have not been
clarified in the briefing of the motions.  To begin, neither party offers us expert testimony or
1 The Board asked IDS for supplemental record citations in September 2021. 
IDS confirmed that the “pricing table” that presumably included CLIN X404 is not attached
to the copy of task order 9 in the appeal file.  CLIN X404 appears in the price schedules of
subsequent modifications of task order 9 and in task order 11 in the appeal file.
2 See Corporation, Black’s Law Dictionary (11th ed. 2019) (“A [parent
corporation is a] corporation that has a controlling interest in another corporation . . .
[usually] through ownership of more than one-half the voting stock.”). 

CBCA 6400, 6401, 6700                                                                                                      4
any other authoritative explication of Afghanistan’s tax laws, although the presiding judge
noted the likely need for such guidance in a case conference and a memorandum.  Further,
IDS has multiplied the entities that it alleges acted on IDS’s behalf.  In the space of a few
paragraphs of its updated statement of undisputed material facts, filed under Board Rule
8(f)(1) (48 CFR 6101.8(f)(1) (2020)) in September 2021, IDS refers to itself interchangeably
as (1) “USTC/IDS” (referring to U.S. Training Center (USTC), which IDS alleges, without
citing evidence, is “one of the two . . . joint venturers” that created IDS, even though IDS
executed the contract as an LLC and does not style itself as a joint venture); (2) “Xe”
(apparently referring to Xe Services LLC, an entity that IDS alleges “purchased” an
unspecified “share” of IDS in 2011 after adopting the name “Academi”); (3) “an Academi
affiliate”; and then as (4) “ACADEMI/IDS,” as if this were a single entity.  As State points
out, nothing in the record substantiates or even supports a suggestion that International
Development Solutions, LLC, the appellant, lacks a distinct corporate identity.  All of IDS’s
statements that other companies formed beliefs about Afghanistan’s tax laws or took actions
on IDS’s behalf or in its name relating to the task orders are conclusory.3
The last point is crucial because, as IDS acknowledges in the operative complaint, its
case depends on documents that on their face reflect tax settlements between Afghanistan
and Academi (or ACADEMI) LLC, the alleged parent of IDS’s corporate parent.  None of
the documents on which IDS relies as evidence of the interactions with the tax
authorities—we emphasize, not one of them—mentions IDS by name or by clear implication. 
IDS’s statement of fact regarding the first of the two settlements is as follows:
On March 27, 2018, [Afghanistan] agreed to settlement of the tax years at
issue . . ., agreeing to the following offer:
Academi will pay AFs 2.1 billion ($30 million) for settling the taxes
and penalties for all years through the end of 1393 (2014).  Academi
has already paid AFs 1 billion and will pay another AFs 1.1 billion
immediately to close this settlement.  Please note that Academi’s
previous offer of AFs 2.1 billion covered all years through the end of
1394 (2015).  In this modified offer, the settlement amount is for those
years that are covered by the ongoing audit, excluding 1394 (2015).
(Emphasis added.)  IDS further states as facts that “IDS and [Afghanistan] continued to
negotiate resolution of taxes . . . for Afghanistan tax year 1394,” and that “[i]n 2017 and
2018, IDS (through Academi) paid the negotiated settlement amount.”  (Emphasis added.)
3 Further, IDS cites no direct evidence of the chain of corporate transactions and
ownership that it alleges.

CBCA 6400, 6401, 6700                                                                                                      5
The documents cited as support for these statements do not mention IDS.  The documents
allegedly showing the tax payments are bank statements of (1) “Academi LLC,” for an
account named “Academi Training Center Inc.” (emphasis added), which appears to be
another new entity in the record, and (2) “Constellis Holdings LLC,” yet another entity, for
an account named “Academi Training Center Inc [sic] AP.”  The only links we can see
between this evidence and IDS are IDS’s unsupported assertions that the emails and the bank
statements relate to IDS.  IDS cites no evidence that IDS itself has paid or owes anything to
anyone in connection with the taxes at issue.4
Discussion
We apply the familiar standards for cross-motions for summary judgment. 
E.g., Mingus Constructors, Inc. v. United States, 812 F.2d 1387, 1390–91 (Fed. Cir. 1987). 
We ask whether one party or neither party “is entitled to judgment as a matter of law based
on undisputed material facts.”  Rule 8(f).  A party opposing summary judgment need only
show that “one or more” facts on which the moving party relies are “genuinely in dispute”
and legally “material.”  Amini Innovation Corp. v. Anthony California, Inc., 439 F.3d 1365,
1368 (Fed. Cir. 2006); see Grand Strategy, LLC v. Department of Veterans Affairs, CBCA
6795 (July 9, 2021).  We will read a contract and a task order issued under that contract as
a single, unified instrument and endeavor to harmonize all of the applicable language. 
See RocJoi Medical Imaging, LLC v. Department of Veterans Affairs, CBCA 6885, et al.
(July 23, 2021); OMNIPLEX World Services Corp. v. Department of Homeland Security,
CBCA 5971, 19-1 BCA ¶ 37,209; HMRTech2, LLC, ASBCA 56829, 10-1 BCA ¶ 34,397. 
IDS moves for partial summary judgment as to “IDS’s entitlement to reimbursement
for amounts paid for Afghan taxes attributable to the contract under CLIN X404, the
cost-reimbursement CLIN for ‘taxes.’”  What we have said about the record suffices to
explain why we deny IDS’s motion.  We see no evidence that the “amounts paid for Afghan
4 Additionally, the record, while vague as to the nature of the taxes at issue,
suggests that some 20% of the payments were “withholding taxes,” which are sometimes
viewed as taxes on wages or salaries rather than on employers.  See, e.g., Morrison-Knudsen
Co., ASBCA 16483, 72-2 BCA ¶ 9733 (“[U]pon analysis it becomes apparent that the
[Turkish] withholding law did not, in itself, require appellant to incur additional costs.  Had
appellant known about the law . . . [it] presumably would have withheld three percent of
monthly payments made to subcontractors, instead of paying the subcontractors the full
amount[.]”); Polanco v. Bensonhurst Restaurant Corp., No. 16-CV-1085 (ILG) (CLP), 2021
WL 1254445, at *2 (E.D.N.Y. Apr. 5, 2021) (“The Court agrees with plaintiffs that
defendants’ payment of these withholding taxes is ‘remuneration for employment paid . . .
on behalf of’ [employees under] 29 U.S.C. § 207(e).”). 

CBCA 6400, 6401, 6700                                                                                                      6
taxes” here were costs incurred by IDS, the contractor.  Cf. JDL Castle Corp. v. General
Services Administration, CBCA 4717, et al., 16-1 BCA ¶ 36,249 (denying relief where the
contractor “ha[d] not provided any evidence of additional incurred cost”); Beyley
Construction Group Corp., ASBCA 55692, 08-2 BCA ¶ 33,999 (similar); Opportunities
Industrialization Centers International, Inc., ASBCA 20604, 78-2 BCA ¶ 13,385 (cost-
reimbursement contract) (“The costs were not incurred by appellant and there is no evidence
of any legal obligation on appellant’s part to pay them.”). 
Actual or alleged parent companies of the contractor are not in privity with the
Government with respect to a procurement contract.  E.g., BLH, Inc. v. United States, 13 Cl.
Ct. 265, 271–72 (1987); see also Mission Support Alliance, LLC v. Department of Energy,
CBCA 6476 (Dec. 8, 2020) (“The ‘contractor’ in this case is [the appellant].” (citing 41
U.S.C. § 7101(7) (2018)); cf. Federal Deposit Insurance Corp. v. United States, 342 F.3d
1313, 1319 (Fed. Cir. 2003) (“Neither . . . knowledge, the supplying of . . . capital, or [their]
position as stockholders” made shareholders parties to a corporation’s contract.).  Even if we
were to credit it in full, IDS’s evidence that other entities made tax payments does not even
shift the burden to State to rebut IDS’s claim of entitlement to reimbursement for those
payments under the task orders.  See Saab Cars USA, Inc. v. United States, 434 F.3d 1359,
1368–69 (Fed. Cir. 2006) (“If . . . the movant bears the burden and its motion fails to satisfy
that burden, the non-movant is ‘not required to come forward’ with opposing evidence. . . .
[A] non-movant is required to provide opposing evidence . . . only if the moving party has
provided evidence sufficient, if unopposed, to prevail as a matter of law.”);
Microtechnologies LLC v. Department of Justice, CBCA 6772, 21-1 BCA ¶ 37,830.
We turn then to State’s motion.  State seeks summary judgment based solely on what
it describes as “the plain terms of the parties’ contracts [sic],” arguing that CLIN X404 does
not on its face provide for reimbursement of taxes that were not expressly priced in the CLIN
at the time of task order award.  Our problems with State’s arguments are that State relies
heavily on (1) solicitation documents that were not expressly incorporated in the base
contract or in the task orders and (2) a variety of contemporaneous statements by
representatives of IDS and its alleged affiliates, and by State officials, regarding whether they
thought U.S. contractors were “tax exempt” under Afghan law while working in Afghanistan. 
State raises the second issue in response to arguments by IDS that IDS experienced such an
“abrupt change” in Afghan tax law during performance of the task orders that the taxes were
“after-imposed.”  See 48 CFR 52.229-6.
In general, if we must “weigh[] . . . external evidence” to construe a contract, “the
matter is not amenable to summary resolution.”  Beta Systems, Inc. v. United States, 838 F.2d
1179, 1183 (Fed. Cir. 1988); see CFP FBI-Knoxville, LLC v. General Services
Administration, CBCA 5210, 17-1 BCA ¶ 36,648.  CLIN X404, as noted above, had only
seven words, one of which was “Tax,” with no express limitation.  Standing alone, this could

CBCA 6400, 6401, 6700                                                                                                      7
indicate that allocable taxes in general were allowable costs.  The base contract said that
direct costs such as taxes would “be proposed and negotiated at the task order level.”  This
might mean that, as State argues, IDS was obligated to “propose” taxes in advance in order
for the taxes to be reimbursable under CLIN X404—but the contract language is hardly clear
on that point, especially given the use of the additional word “negotiated.”  The contract does
not say in so many words that State will not reimburse IDS for taxes that IDS did not identify
in advance.  Because we cannot tell from the contract alone what the inclusion of CLIN
X404 with a dollar amount in a task order was intended to mean or to require with regard to
reimbursement of taxes, CLIN X404 is ambiguous.  Cf. CFP FBI-Knoxville.  
To support its interpretation, State offers dozens of paragraphs of proposed facts
concerning, among other things, communications surrounding the solicitations for the base
contract and for the task orders (including internal government documents), and about
documents such as a Defense Contract Audit Agency handbook, the relevance of which to
this civilian contract is unclear.  IDS shows that disputes of fact exist as to many of State’s
assertions.  Inasmuch as we have concluded that CLIN X404 is ambiguous, now is not the
time to review the factual record any further to decide entitlement.  See Beta Systems, 838
F.2d at 1183; Belle Isle Investment Co. v. General Services Administration, CBCA 4734,
16-1 BCA ¶ 36,416; Carmon Construction, Inc. v. General Services Administration, GSBCA
13412, 96-2 BCA ¶ 28,354 (“[O]n a motion for summary judgment, we do not have to get
all the way to the bottom . . . [if] there are legitimate questions about what the contract
means.”), quoted in CFP FBI-Knoxville.  We will proceed to a hearing.  See Rule 18(a).
Decision
IDS’s motion for partial summary judgment and State’s motion for summary
judgment are DENIED.
     Kyle Chadwick               
KYLE CHADWICK
Board Judge
We concur:
    Jonathan D.  Zischkau        Marian E.  Sullivan        
JONATHAN D. ZISCHKAU MARIAN E. SULLIVAN
Board Judge Board Judge