DISMISSED FOR LACK OF JURISDICTION: February 11, 2014
CBCA 3359
WESTERN STATES FEDERAL CONTRACTING, LLC,
                                                         Appellant,
v.
DEPARTMENT OF VETERANS AFFAIRS,
                                                             Respondent.
Jose A. Perea, Jr., Managing Member of Western States Federal Contracting, LLC,
Peoria, AZ, appearing for Appellant.
Stephen F. Butera, Office of Regional Counsel, Department of Veterans Affairs,
Clarksburg, WV, counsel for Respondent.
Before Board Judges McCANN, SHERIDAN, and KULLBERG.
SHERIDAN, Board Judge.
This matter is before the Civilian Board of Contract Appeals (CBCA) on motions by
respondent, Department of Veterans Affairs (VA or Government), to dismiss the appeal of
Western States Federal Contracting, LLC (Western States).  Western States is a Delaware
limited liability company (LLC), doing business as a foreign LLC in the state of Arizona. 
We find that we lack jurisdiction to entertain this appeal because Western States has failed
to prove that it is an LLC in good standing in Delaware, the state in which it was organized. 


CBCA 3359 2
Background
On September 30, 2009, Western States entered into contract VA258-C-0320 with the
VA for, among other things, the alteration and expansion of the fire alarm and sprinkler
system at the VA Medical Center, Phoenix, Arizona.  Western States was a Delaware LLC,
doing business as a foreign LLC in the state of Arizona.  On April 26, 2012, Western States
submitted a claim to a VA contracting officer alleging 699 days of VA-caused delay and
seeking $461,706.01 in damages for extended home office overhead and $299,146 in other
delay damages.  When a timely final decision was not forthcoming, Western States appealed
this matter to the Board on April 29, 2013, as a deemed denial.
Mr. Jose A. Perea. filed a notice of appearance on behalf of Western States.  Shortly
thereafter, respondent filed a motion to strike the appearance of Mr. Perea.  In its motion, the
Government alleged that Mr. Perea had not proven that he met the Board’s requirements for
representation of the LLC and that, even if Mr. Perea could represent the LLC before the
Board, the LLC needed to be in good standing in its state of formation, Delaware, in order
to maintain this action.  The VA argued that an LLC that is not in good standing “may not
maintain any action, suit or proceeding in any court . . . until such domestic LLC . . . has been
restored and has the status of a domestic limited liability company . . . in good standing.” 
Del. Code Ann. tit. 6, § 18-1107(l) (2012). 
Thereafter, Mr. Perea submitted a revised notice of appearance.  Attached to the
revised notice, Mr. Perea included a document that indicated that “this limited liability
company is in good standing in Arizona.”  The VA responded, arguing that Western States
should provide proof that it was in good standing in Delaware, its state of formation. 
On May 29, 2013, the Board issued an order directing appellant to provide Western
States’ articles of organization in Delaware and proof of its status in both Delaware and
Arizona.  Appellant responded on June 5, 2013, by attaching a document from the Delaware
Department of State Division of Corporations identifying Western States as a Delaware LLC. 
The document also stated that Western States had ceased to be in good standing on June 1,
2012, and had an outstanding franchise tax liability of $981. 
After receiving Western States’ filing (which did not address its current standing in
both Delaware and Arizona), the Board conducted a telephone conference on June 11, 2013,
which was memorialized by an order issued that same day.  During the conference, the VA
indicated it would be filing a motion arguing that the appeal should be dismissed because
Western States was not in good standing in Delaware when the appeal was made to the
Board.  The Board’s order directed appellant to provide, by no later than June 17, 2013, 

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proof of Western States’ good standing that was previously demanded in the Board’s order
of May 29, 2013.
On June 17, 2013, Western States, by Mr. Perea, submitted a statement that did not
fully address the concerns raised in the May 29 order.  Soon thereafter, the VA filed a motion
to dismiss.  The VA reiterated the arguments it made in its motion to strike Mr. Perea’s
appearance, essentially that Western States lacked standing to maintain this appeal. 
Appellant’s response to the VA’s motion did not address the LLC’s standing in Delaware. 
 On October 24, 2013, the Board held another telephone conference to discuss the
issues raised by the Government’s motion to dismiss.  The presiding judge explained that she
saw several potential problems that needed to be resolved prior to moving forward with the
appeal.  The overriding issue was that Western States had not provided the Board with
evidence of its good standing in Delaware.  The undersigned explained that Western States’
ability to maintain an action before the Board is determined by the laws of the state under
which it was organized, which require it to be in good standing.  The presiding judge also
noted that there were steps a not-in-good-standing LLC could take to revive the LLC, and
that if the LLC was revived, for purposes of this action, it would be as if the LLC had
consistently remained in good standing.  
Mr. Perea indicated during the telephone conference that he intended to pay the LLC’s
overdue taxes so as to bring the LLC into good standing in Delaware.  Following the
conference, the Board reiterated in an order issued the same day that the next crucial step for
appellant to take on the standing issue was to file, by no later than November 15, 2013, an
affidavit establishing Western States’ good standing in Delaware.  Appellant was also
ordered to provide a certificate of good standing issued by the Delaware Secretary of State. 
The order warned that, if such affidavit was not timely produced, the appeal would be
dismissed.
On November 15, 2013, Mr. Perea filed an affidavit addressing several issues raised
during the October 24 telephone conference, but not proof of Western States’ current
standing in Delaware.  Mr. Perea moved for an extension of time to file the Delaware
certificate of good standing.  The Board granted appellant’s request for an extension until
November 26, 2013.
After receiving no further submissions or correspondence from Western States, the
Board issued an order on December 2, 2013, directing appellant to show cause by
December 6, 2013, why this appeal should not be dismissed for failure to prosecute.  Western
States failed to respond to the Board’s show cause order.  

CBCA 3359 4
A second show cause order was issued on January 22, 2014, ordering appellant to
show cause by January 29, 2014, why the appeal should not be dismissed for lack of
jurisdiction or failure to prosecute.  The order warned appellant that, “for the Board to have
jurisdiction to address this dispute, appellant must establish that it is an LLC in good standing
in Delaware, the state of its organization.”  Western States has failed to respond to this order. 
Discussion
Standing is determined at the commencement of an action.  Rothe Development Corp.
v. Department of Defense, 413 F.3d 1327, 1334 (Fed. Cir. 2005).  A limited liability entity’s
capacity to maintain an action before the Board is determined by the laws of the state under
which that entity was organized.  See TAS Group, Inc. v. Department of Justice, CBCA 52,
07-2 BCA ¶ 33,630 (discussing the ability of a corporation to maintain an action at the
Board); see also Fed. R. Civ. P. 17(b).  As corporations and LLCs are both creatures of the
state with state-given limited liability, the reasoning contained in TAS Group applies equally
to LLCs and this case.  Accordingly, the applicable law concerning appellant’s standing is
the law of the State of Delaware.  
In order to maintain this action and for the Board to have jurisdiction over this case,
Western States needs to be an LLC in good standing in Delaware, its state of formation.  See
Del. Code Ann. tit. 6, § 18-1107(l); Summit Commerce Pointe, LLC v. General Services
Administration, CBCA 2652, et al., 13 BCA ¶ 35,370 (dismissing case for lack of jurisdiction
because appellant lacked standing to prosecute its appeal).  An LLC that is not in good
standing in Delaware can revive itself, bringing itself back into good standing, “with the
same force and effect as if its certificate of formation had not been canceled pursuant to
[Delaware law],” provided the deficiencies that caused the entity’s not-in-good-standing
status are corrected.  § 18-1109(c).  This Board does not hastily dismiss an action when a
limited liability entity lacks good standing in its state of formation.  Rather, the proper course
of action is to allow the appellant time to obtain good standing status.  See Systems
Integration & Management v. General Services Administration, CBCA 1512, et al., 13 BCA
¶ 35,417; Allied Production Management, Inc., DOT BCA 2466, 92-1 BCA ¶ 24,585 (1991). 
In Systems Integration, the Board allowed for the revival of a Delaware corporation, using
similar statutory authority and reasoning, in order to allow the contractor to maintain its
action at the Board and for the case to proceed on the merits.  Delaware’s corporation revival
statute, Del. Code Ann. tit. 8, § 312(b), is similar to the state’s LLC statute in that each
provides for revival of limited liability entities.  
Western States’ proffer, made on June 5, 2013, indicates that it ceased to be in good
standing in Delaware in June 2012.  Thus, Western States was not in good standing when it

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filed its appeal in April 2013.  Further, after having been given ample opportunity to prove
that it is an LLC in good standing in Delaware, Western States has failed to make this
showing.  Accordingly we lack the jurisdiction to consider this matter.
Decision
This appeal is DISMISSED FOR LACK OF JURISDICTION.
                                                 
PATRICIA J. SHERIDAN
Board Judge
We concur:
                                                                                                  
R. ANTHONY McCANN H. CHUCK KULLBERG
Board Judge Board Judge