DISMISSED FOR LACK OF JURISDICTION:  November 21, 2023
CBCA 7920
OPTUM PUBLIC SECTOR SOLUTIONS, INC.,
Appellant,
v.
DEPARTMENT OF VETERANS AFFAIRS,
Respondent.
J. Chris Haile and William B. O’Reilly of Crowell & Moring LLP, Washington, DC,
counsel for Appellant.
Jean M. Athey, Office of General Counsel, Department of Veterans Affairs, Hines,
IL; and Adrienne Zelnick Schwartz and Laura Reass, Office of General Counsel, Department
of Veterans Affairs, Washington, DC, counsel for Respondent.
Before Board Judges RUSSELL, ZISCHKAU, and SULLIVAN.  
SULLIVAN, Board Judge.
Optum Public Sector Solutions, Inc. (Optum) appealed a letter issued by the
contracting officer for the Department of Veterans Affairs (VA).  Because the letter issued
by the contracting officer was not a final decision asserting a claim for repayment, we
dismiss the appeal for lack of jurisdiction.  


CBCA 7920 2
Background
On July 28, 2023, the VA contracting officer sent Optum a letter addressing Optum’s
request for reassessment of a guidance letter regarding payment guidelines on the contract
that had been issued earlier in the year.  VA requested that Optum reimburse VA for any
improper payments and stated that, if the error was not corrected, VA would issue a formal
demand for payment in accordance with 48 CFR 32.604.  See 48 CFR 32.604 (2022) (FAR
32.604).  The contracting officer did not quantify the amount owed, state that the letter was
a final decision, or provide Optum with notice of its appeal rights.  
The Board docketed Optum’s appeal of this letter on October 26, 2023.  On
November 3, 2023, at Optum’s request, the Board issued an order directing VA to clarify
whether the July 28 letter was a final decision of the contracting officer.  In response to that
order, the parties filed a joint motion to dismiss the appeal for lack of jurisdiction.  
Discussion
The Board derives its jurisdiction to decide contract disputes from the Contract
Disputes Act (CDA), 41 U.S.C. §§ 7101–7109 (2018).  The CDA requires both a claim and
a contracting officer’s decision on the claim prior to an appeal to the Board.  41 U.S.C.
§§ 7103–7104.  A claim is defined 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.” 
FAR 2.101.  The contracting officer’s decision is the “linchpin” in this structure and “[n]o
appeal . . . to the agency board of contract appeals . . . may be taken” without the decision. 
Paragon Energy Corp. v. United States, 645 F.2d 966, 967 (Ct. Cl. 1981).  The “rule applies
whether the claim at issue is a contractor claim or a Government claim.”  4K Global-ACC
Joint Venture, LLC v. Department of Labor, CBCA 7392, 22-1 BCA ¶ 38,163, at 185,331.
The contracting officer did not state that the decision was a final decision or provide
the notice of appeal rights.  While the absence of these items is not fatal to the issuance of
a contracting officer’s final decision, Placeway Construction Corp. v. United States, 920
F.2d 903, 907 (Fed. Cir. 1990), the failure to quantify the amount owed and thereby state a
sum certain indicates a lack of intent to issue a government claim.  Crystal Clear
Maintenance v. General Services Administration, CBCA 7547, 23-1 BCA ¶ 38,324, at
186,109 (citing Piedmont-Independence Square, LLC v. General Services Administration,
CBCA 5605, 18-1 BCA ¶ 37,107, at 180,614).  The contracting officer’s invocation of the
demand process outlined in FAR 32.604 indicates that this letter was a step in the assertion
of a formal demand for repayment but not a final decision.  That process requires the
contracting officer to first notify the contractor of the amount owed and allow the contractor
an opportunity to respond.  FAR 32.604.  If the dispute continues after this opportunity to
respond, the contracting officer then issues a final decision.  FAR 32.605; see 4K Global-

CBCA 7920 3
ACC Joint Venture, 22-1 BCA at 185,333 (“the ‘demand letter gives the contractor notice of
the potential claim and an opportunity to respond.  If warranted, the [contracting officer’s]
appealable claim decision [then] follows.’” (quoting Bean Horizon-Weeks Marine (JV), ENG
BCA 6398, 99-1 BCA ¶ 30,134, at 149,060 (1998)).
Decision
The appeal is DISMISSED FOR LACK OF JURISDICTION.  
    Marian E. Sullivan         
MARIAN E. SULLIVAN
Board Judge
We concur:
   Beverly M. Russell             Jonathan D. Zischkau   
BEVERLY M. RUSSELL JONATHAN D. ZISCHKAU
Board Judge Board Judge