# In the United States Court of Federal Claims

No. 14-352C

(Filed: May 17, 2016)

******************* ******************

Contract Interpretation; Pricing Information in Task Order; Meaning of “EST” Next to Price; Summary Judgment. *
EVIE’S CATERING, INC., *

* Plaintiff, *

*

v. *

* THE UNITED STATES, *

*

Defendant. *

*

******************* ******************

J. Jay Carroll , Halverson Northwest Law Group, P.C ., Yakima, Washington, for Plaintiff.

Christopher L. Harlow , with whom were Benjamin C. Mizer , Principal Deputy Assistant Attorney General, Robert E. Kirschman, Jr. , Director, and Steven J. Gillingham , Assistant Director, Commercial Litigation Branch, Civil Division, U.S. Department of Justice, Washington, D.C., for Defendant.

OPINION AND ORDER ON

CROSS-MOTIONS FOR SUMMARY JUDGMENT

WHEELER, Judge.

This contract claim arises under the Contract Disputes Act, 41 U.S.C. § 7101 et seq. The case involves a catering services contract to provide meals at a National Guard training facility in the state of Washingt on. At issue is whether the pr ice of a specific task order under the contract is $483,061. 00 or $317,463.40. The contra ctor, Evie’s Catering, claims the difference, $165,597.60, plus interest from the date of the contracting officer’s receipt

of the certified claim. The issue to be de cided is purely a legal question of contract interpretation, and may be resolved on cro ss-motions for summary judgment. The Court has jurisdiction under 41 U.S.C. § 7104(b). For the reasons explained below, the Court denies Plaintiff’s motion for summary judgm ent, and grants the Government’s crossmotion for summa ry judgment.2 Factual Background

On April 7, 2008, Plaintiff Evie’s Catering and the United States Property and Fiscal Office of Washington entered into an indefinite delivery -indefinite quantity (“IDIQ”) contract. Under the contract, Evie’s was to provide food and other catering services to personnel for the Washington Army Nationa l Guard and other Depa rtment of Defense agencies at the Yakima facility in the state of Washington. The cont ract provided for an initial one-year performance period with possible extensions not to ex ceed 66 months. By a series of extensions, Evie’s continued to perform through Ma rch 31, 2013.

As an IDIQ contract, the Government awar ded services to Evie’s by individual task orders generated at the time the services were required. See Federal Acquisition Regulation 16.504(a). The IDIQ contract serves as a master contract setting forth the estimated number of meals and prices. The actual number of meal s would be provided by

individual task orders. Between 2008 and 2012, the United States Property and Fiscal

Office issued to Evie’s indi vidual task orders for catering and meal services without

incident.

In December 2011, the Second Chemical Battalion, an active-duty unit based in Texas, approached Evie’s to provide meal and catering services for a training exercise at the Yakima Center in April and May 2012. Initially, Evie ’s negotiated directly with

Second Chemical Battalion for these services because Second Chem ical Battalion was not approved to submit a task order under the IDIQ contract. Evie’s sent Second Chemical Battalion an initial proposal for $483,061.00. Eventually, Second Chemical Battalion was approved to submit a task order under the IDIQ contract. As a result, the United States Property and Fiscal Office took over as the c ontracting agent and Evie ’s ceased its direct negotiations with Second Chemical Battalion. Relying on Evie’s initial proposal, Second

Chemical Battalion authorized the United Stat es Property and Fiscal Office to spend a maximum amount of $483,061.00 on its behalf. However, the United States Property and Fiscal Office was only to pay Evie’s for servi ces actually provided during the exercise.

On April 20, 2012, Second Chemical Battalion’s fina nce officer provided daily meal requirements to the United States Property and Fiscal Office in three spreadsheets. Based on the spreadsheets, Second Chemical Battalion’s finance o fficer noted $317,463.40 for

the total cost. The Second Chemical Battalion’s finance officer instructed the United States Property and Fiscal Office th at the spreadsheets constituted the authorized requirements

for this task order. Def.’s Mo t. Summ. J., Jan. 15, 2016, Dk t. No. 14-1 at Defendant’s Appendix (“DA”) 051.3 On April 23, 2012, the United States Prope rty and Fiscal Office issued Task Order 112. In the block for “total award amount,” th e task order stated “$483,061.00 EST”. Dkt.

No. 14-1 at DA 056. Task Orde r 112 also included the three spreadshee ts that contained lower costs yielding a total of $317,463.40. Dkt. No. 14-1 at DA 061-063. The interpretation of Task Order 112 is central to the parties’ di spute. After receiving Task Order 112, Evie’s began prov iding meal services to Seco nd Chemical Battalion. On August 23, 2012, the United Stat es Property and Fiscal Offi ce paid Evie’s $317,463.40 for meal and catering services provide d under Task Order 112.

On March 7, 2013, Evie’s submitted a C ontracts Disputes Act claim to the United

States Purchase and Finance O ffice regarding Task Order 112. Dkt. No. 14-1 at DA 064- 076. Despite the “EST” notation and attach ed spreadsheets, Evie ’s asserted that $483,061.00 was not an estimate but rather a guaranteed payment am ount. Thus, according to Evie’s, the United States Property and Fiscal Office breached the ag reement when it paid only $317,463.40. Evie’s makes the same argum ents in the case befo re this Court. On April 26, 2013, the United States Property and Fiscal Office contracting officer denied

Evie’s claim. Dkt. No . 14-1 at DA 077-079.

On April 28, 2014, Evie’s filed suit in this Court requesting $165,597.60 in damages, the difference between the estimate on the front page of Ta sk Order 112 and the amount paid. 1 On January 15, 2016, the partie s filed cross-motions for summary judgment. 2 These motions are fully briefed. Th e Court heard oral argument on April 8, 2016. For the reasons set forth below, th e Court grants the Government’s motion for summary judgment.

Analysis

A. Standard of Review

Summary judgment is appropriate when th e evidence indicates that there is “no genuine dispute as to any materi al fact and that the movant is entitled to judgment as a matter of law.” RCFC 56(c); Anderson v. Liberty Lobby, Inc. 47 7 U.S. 242, 247-48 (1986). A “genuine” dispute is one that “may reasonably be re solved in favor of either

1 Under the Contracts Disputes Act statute of limitations , Evie’s had one year after the contracting officer’s

final decision to file suit in this Court. In other words, Evie’s had until April 26, 2016 to file. However, Evie’s suit in this Court was timely. One year from th e date of the contracting officer’s decision was April 26, 2014, a Saturday. Thus, Evie’s filing on Monday, April 28, 2014 was timely under this Court’s rule permitting filing on the next business day after a week end or holiday. RCFC 6(a); see Wood-Ivey Sys. Corp. v. United States, 4 F.3d 961, 964 (Fed. Cir. 1993).

2 Judge Thomas C. Wheeler received this case by transfer from Judge Lawrence J. Block on January 15,

2016.4 party,” and a fact is “materia l” if it might significantly alter the outcome of the case under the governing law. Anderson, 477 U.S. at 248, 250. In determining the propriety of summary judgment, a court will not make cred ibility determinations, and will draw all inferences in the light most favorable to the nonmoving party. Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587-88 (1986).

Issues involving contract interpretati on are often resolved through summary judgment because contract interp retation is generally a matter of law. See, e.g., Northrop Grumman Computing Sys., Inc. v. United States , 93 Fed. Cl. 144, 14 8 (2010) (collecting cases). This is particularly true when, as here, the contract is clear and unambiguous on its face. Id.; CW Gov’t Travel, Inc. v. Un ited States, 63 Fed. Cl . 369, 390 (2004).

“A contract is read in accordance with its express terms and the plain meaning thereof.” See, e.g., C. Sanche z & Son, Inc. v. United States , 6 F.3d 1539, 1543 (Fed. Cir. 1993) (citations omitted). The Court interprets the contract in a manner that gives meaning to all of its provisions and ma kes sense, avoiding conflict or surplusage of its provisions. Saighi v. Gen. Servs. Admin., No. 2015- 1859, 2016 WL 1426091, at *3 (Fed. Cir. April 12, 2016); see Gardiner, Kamya & Assocs., P.C. v. Jackson, 467 F. 3d 1348, 1353 (Fed. Cir. 2006) (same).

B. Task Order 112 is Unambiguous

The threshold question in this case is whether the plain m eaning of Task Order 112’s “$483,061.00 EST” total award not ation supports only one read ing or supports more than one reading and thus is ambiguous. LAI Serv s., Inc. v. United States, 573 F.3d 1306, 1314 (Fed. Cir. 2009) (citation omitted). Contrary to Evie’s contentions, Task Order 112’s $483,061.00 total award notation is not ambigu ous. It is an estimat e. Dalton v. Cessna Aircraft Co., 98 F.3d 1298, 1304-05 (Fed. Cir. 1996) (explaining that estimates are unambiguous). The Task Order plainly notes “E ST” next to the price, making the price an estimate. See Estimate, Merriam-Webster Dic tionary (May 2, 2016 ), http://www.merriamwebster.com/dictionary/est (listing “est” as an abbreviation for estimate). At different stages of this litigation, the parties have ag reed that the “EST” an notation describes the $483,061.00 as an estimate. Gov’t Br. Summ. J. at 8, Dkt. No. 14; Dkt. No. 14-1 at DA 068. Indeed, contract terms that are qualifie d as an “estimate” are equally unambiguous and non-binding. Dalton, 98 F.3d at 1304-05.

To conclude that the $483 ,061.00 amount was a guaranteed payment would require the Court to ignore the “EST” annotation and three pages of detailed spreadsheets included

in Task Order 112. The Court declines to do so. See, e.g., Gard iner, Kamya & Assocs., P.C. v. Jackson, 467 F.3d 1348, 1353 (Fed . Cir. 2006) (explaining that contract interpretation requires the Court to avoid leavin g a provision of the cont ract meaningless).5 The spreadsheets itemize the required meals an d refine the price estimate in Task Order

112. There is no conflict be tween the estimated price a nd the itemized price in the spreadsheets. Task Order 1 12 unambiguously establishes th at the United States Property and Fiscal Office was to pa y Evie’s $317,463.40 which it did on August 23, 2012.

Finally, the Court notes that equitable prin ciples do not require award to Evie’s.
Evie’s had notice of the $165 ,597.60 discrepancy before it be gan performance. Dkt. No. 14-1 at DA 051 (including spreadsheets in em ail to Evie’s). Evie’s does not assert and

there is no evidence in the reco rd to suggest that it provided more meals than for which it was paid.

Conclusion

For the foregoing reasons, the Court GR ANTS Defendant’s motion for summary judgment, and DENIES Plaintiff’s motion for summary judgment. The Court directs the Clerk of Court to enter judgment for the Defendant. No costs.

IT IS SO ORDERED.

s/ Thomas C. Wheeler

THOMAS C. WHEELER Judge