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# United States Court of Appeals

FOR THE DISTRICT OF COLUMBIA CIRCUIT

Argued February 24, 2005 Decided June 10, 2005

No. 04-5157

M ARIAN K. H

ANSSON

A PPELLANT

v.

G ALE A. N ORTON

, S ECRETARY

, U NITED S TATES D EPARTMENT OF THE I NTERIOR

,

A PPELLEE

Appeal from the United States District Court

for the District of Columbia

(No. 02cv02028)

David C. Vlade ck argued the cause and filed the briefs for

appellant.

Marina U. Braswell , Assistant U.S. Attorney, argued the

cause for appellee. With her on the briefs were Kenneth L.

Wainstein , U.S. Attorney, and Michael J. Ryan

, Assistant U .S.

Attorney. R. Craig Lawrence entered an appearance.2

John A. Payton and Paul R. Wolfson were on t he brief for

amicus curiae N AACP Legal Defense and Educational Fund,

Inc. in support of appellant.

Before: E

DWARDS

, R

OGERS and G

ARLAND

, Circu it Judges

.

Opinion for the Court filed by Circuit Judge R OGERS

.

R OGERS

, Circuit Judge :

Marion Hansson seeks to recover

$37,077.94 in attorney’s fees that she incurred in settling her

a dministrative complaints against the Bureau of Indian Affairs

(“BIA”) i n the Department of the Interior for discrimination on

the basis of her national origin and age in violation of Title VII

of the Civil Rights Act of 1964, 42 U. S.C. § 2000e e t seq.

(2000), and the Age Discrimination in Employment Act of 1967

(“ADEA”), 29 U.S.C. § 621 et seq. (2000). When the Secretary

of the Interior awarded only one-fourth of the requested

attorney’s f

ees, Hansson filed suit in the district court, alleging

that the Secretary’s fin

al fee award violated Title VII, Equal

Employment Opportunity Commission (“EEOC”) regulations,

and the part ies’ settlement agreement. The district court granted

the Secretary’s motion to dismiss the complaint, ruling that it

lacked subject matter jurisdiction under Title VII, 42 U.S.C. §

2000e-5(f)(3).

Upon de novo review, see Gen. Elec. Co. v. EPA , 360 F.3d

188, 190-91 (D.C. Cir. 2004), we hold that the district court

lacked jurisdictio n over Hansson’s complaint because it was a

contrac t claim against the United States for more than $10,000,

over which the Court of Federal Cl a ims has exclusive

jurisdiction under the Tucker Act, 28 U.S.C. § 1491 (2000).

This court generally treats settlement agreements as contracts

subject to the exclusive jurisdiction of the Cour t of Federal

Claims, see Shaffer v. Veneman

, 325 F.3d 370, 372 (D.C. Cir.

2003), and the court recently held in Brown v. United States , 3893

F. 3d 1296, 1297 (D.C. Cir. 2004), that a claim for breach of a

Title VII settlement agreeme nt is a contract claim within the

meaning of the Tucker Act. Because Hansson’s claim for

attorney’s fees neither requires an interpretation of Title VII

with respect to her discrimination complaint nor seeks equitable

relief, it involves “onl

y straightforward contract issues” that

belong in the Court of Federal Claims. Shaffer

, 325 F.3d at 373.

Accordingly, we vacate the opinion and judgment of the district

court and remand the case to the district court with instructions

to transfer the case to the Court of Federal Claims. S ee 28

U.S.C. § 1631 (2000).

I.

Marian Hansson, “a n American of Kiowa (American

Indian) orig in” who is over sixty years of age, is employed by

the BIA as a curato r of American Indian art. Compl. ¶ 2, at 2.

In November 2001, she retained the law firm of Gebhardt &

Associates, LLP (“Gebhardt”), to file several administrative

complaints with the BIA alleging emp loyment discrimination on

the basis of her n

ational origin and age. On June 28, 2002, the

BIA executed a Resolutio n Agreement granting Hansson

substantially all o f the relief sought in her complaints, including

“reasonable attorney’s fees and costs” in accordance with the

EEOC regulations at 29 C.F.R. § 1614.501(e) (2004).

Resolution Agreement ¶ 8 m, at 8. In exchange, Hansson agreed

to withdraw al

l pending and potential discrimination complaints

against the BIA, through the date of the Resolu tion Agreement.

Id

. ¶ 5, at 3. The settlement agreement provided that “should the

Agency fail to honor its obligations as set forth in this

R esolution Agreement for any reason not attributed to a cts or

conduct by the Complainant, the provisions outlined in 29

C.F.R. § 1614.504 shall govern.” Id. ¶ 11, at 9.

In accordance with the Resolution Agr eement, Gebhardt

submitted to the BIA a

statement of its fees and costs associated4

1 42 U.S.C. § 2000e-5(k) provides that “[i]n any action or

proceeding under this subchapter the court, in its discretion, may allow

the prevailing party . . . a reasonable attorney’s fee

. . . as part of the

costs.” with its represe ntation of Hansson, totaling $37,077.94. By

letter of September 12, 2002, the D irector of the Office for

Equal Opportunity (“OEO”) for the Department of the I nterior

awarded Gebhardt $8,959.44, explaining that the law firm was

not en titled to fees for pre-complaint services or for services

related to Hansson’s age discrim ination claim. The OEO letter

also stated that this was the agency’s fina l decision regarding

Hansson’s claim for attorney’s fees and costs , and that she could

appeal t he decision to the EEOC within 30 days or, “[i]n lieu of

an appea l to the Commission, [she could] file a civil action in an

appropriate United States District Court” within 9 0 days,

naming the Secretary of the Interior as the defendant.

On October 16, 2002, Hansson sued the Secretary in the

United States District Court for the District of Columbia,

alleging that the final decision to award less than one-fourth of

the requested attorney’s fees was arbitrary, capricious, and in

violatio n of Title VII, 42 U.S.C. § 2000e-5(k), 1 the EEOC

regulations, 29 C.F.R. § 1614.501(e), an d the Resolution

Agreement. She sought recovery of the $37,077.94 in attorney’s

fees incurr

ed in settling her administrative complaints — the

same amount her attorney reque sted pursuant to the Resolution

Agreement

— plus reasonable attorne y’s fees and costs incurred

in maintaining this action. The Secretary moved to dismiss the

complaint for lack of subject mat ter jurisdiction under Title VII

and for failur e to exhaust administrative remedies, and Hansson

cross-moved for summary judgment. The district court granted

the Secretary’s motion to dismiss for lack of subject matter

jurisdiction, and Hansson appeals.5

II.

In dismissing Hansson’s complaint, the district court ruled

that 42 U.S.C. § 2000e-5(f)(3), which g rants jurisdiction over

“act ions brought under” Title VII, does not extend to actions

brough t solely to recover attorney’s fees incurred during Title

VII administrative proceedings. It relied on N o rth Carolina

Department of Transportation v. Crest Street Community

Council , Inc. , 479 U.S. 6 (1986), which held that 42 U.S.C. §

1988 does not authorize courts to award attorney’s fees in

actions brought s olely to recover attorney’s fees incurred during

Title VI administrat

ive proceedings. I

d. at 15. On appeal,

Hansson contends that her case is governed by New York

Gaslight Club v. Carey

, 447 U.S. 54 (1980), whi ch stated that

Title VII’s “authorization of a civil suit in federal court

e ncompasses a suit solely to obtain an award of attorney’s fees

for lega l work done in state and local proceedings.” I d. at 66.

She maintains that the district court erred in relying on C rest

Street b ecause the language and structure of Title VI are

different from that of Title VI I: first, § 1988 authorizes an award

of attorney’s fees in “actions or proceedings t o enforce ” Title

VI, while § 2000e-5(k) authorizes an award of attorney’s fees

for any “action or proceeding u nder ” Title VII, and seco nd,

administrative proceedings are volu ntary under Title VI, while

they are mandatory under Title VII.

In supplemental briefs on

appeal the parties addressed two

issues: first, whether Hansson was a “prevailin g party” within

the meaning of § 2000e-5(k) in light of the court’s recent

decision in Alegria v. District of Columbia , 391 F.3d 262 (D.C.

Cir. 2004), which applied Buckhanno n Board & Care Home,

Inc. v. West Virginia Department of He alth & Human

Resources

, 532 U. S. 598 (2001), to the Individuals with

Disabilities Education Act, 20 U.S.C. § 1400 et seq. (2000); and

second, whether the district court h ad jurisdiction over

Hansso n’s claim for attorney’s fees in light of the court’s recent6

deci sion in B rown

, 333 F.3d 1296. T he court expresses

appreciation to the parties for this assistance. We now conclude

that Hansson’s cla im for attorney’s fees is a contract claim that

belongs in the Court of Federal Claims, and we do n ot reach the

question whether Title VII authorizes an award of attorney’s

fees in an action brought solely to recover attorney’s fees or the

question whether Hansson is a “prevailing party.”

Although Hansson maintains on appe a l that her complaint

raises a Title VII claim for attorn ey’s fees and not a contract

claim to enforce the Resolution Agreement, the recordindicates

otherwise. Hansson’s complaint seeks “relief for harm caused

t o her by [the Agency’s] unlawful refusal to comply with the

Resolution Agreement

. . . in that the Agency has without

justification refused to pay reasonable atto rney’s fees.” Compl.

¶ 1, at 1. Specifically, the complaint alleges three “causes of

action”: first, that the Secretary’s final fee award “is arbitrary,

capricious, and unsupported by law, in violation of 42 U.S.C. §

2000e-5(k) and 29 C.F.R. § 1614.501(e)”; second, that it

“violates the Resolution Agreement signed by [Hansson] and the

BIA”; and t

hird, that it “constitutes an improper deferral of

decision-making authority from the BIA to the Office of the

Secretary.” I

d. ¶¶ 14-16, at 4. Hansson’s complaint does not

allege that the denial of he r requested attorney’s fees violated

Title VI I because it was discriminatory; nor does she seek

redetermination of her original discrimination clai ms. C f. Scott

v. Johanns , No. 04-5267 (D.C. Cir. June 3, 2005). On appeal,

Hansson relies primarily on the first cause of action, which

appears to invoke this court’s authority u n der the Administrative

Procedure Act to review final agency actions. S ee 5 U. S.C. §

704 (2000). Such review is precluded, however, if there is

anot her “adequate remedy in a court,” i d.

, or if “any other

statute,” such as the Tucker Act, “expressly or im p liedly forbids

the relief which is sought,” i d. § 702, in what is “essentially a

contract action,” Albrecht v. Comm. on Employee Benefits

, 3577

2 Title VII provides that any federal employee “aggrieved by

the [agency’s] final disposition of his [or her] [d iscrimination]

complaint

. . . may file a civil action as provided in section 2000e-5 of

this title.” 42 U.S.C. § 2000e-16(c). The EEOC regulations at 29

C.F.R. § 1614.407 explain that a com p lainant “is authorized under

[T]itle VII

. . . to file a civil action in an appropriate United States

District Court . . . [w]ithin 90 days of receipt of the final action on an

individual or class complaint if no appeal has been filed [with the

EEOC].” F.3d 62, 68 (D.C. Cir. 2004).

Moreover, while H ansson claims she has the right to bring

an i ndependent Title VII action for attorney’s fees, any such

action would be waived by her execution of the Resolution

Agreem ent and could not be pursued until it was reinstated

pursuant to 29 C.F.R. § 1614.504(a ), or until there was a

determination that the Secretary had breached the Agreement.

See, e.g.

, Brown

, 389 F.3d at 1297; Saksenas ingh v. Sec’y of

Educ.

, 126 F.3d 347, 350 (D.C. Cir. 1997). Contrary to

Hansson’s suggestion, nothing in the Resolution Agreement

preserves Ha

nsson’s right to bring a Title VII action for

attorney’s fees in district court pursuant to 29 C.F.R. § 1614.407

if the parties disagree on the amount of fees. 2 The Resolution

Agreement st ates that Hansson “will receive no relief or other

consider ation beyond that recited in this Resolution Agreement.”

Resolution Agreement ¶ 6, at 4. While Hansson points to the

E EOC regulations incorporated by the Resolution Agree ment,

those regulations provide only administrative pr o cedures for

contesting the fin

al fee award. The Resolution Agreement states

that “[t]he Agency shall

pay reasonable attorney’s fees and costs

. . . in accordance with the EEOC regulations at 29 C.F.R. §

1614.501(e).” Id. ¶ 8m, at 8. Those regulations provide that the

final fee award “shall include a notice of right to appeal to

EEOC,” 29 C.F.R. § 1614.501(e), not th at Hansson retains the8

right to bring a Title VII action for attorney ’s fees in district

court pursuant to 29 C.F.R. § 1614.407.

The Resolution Agreement also states that “should the

Agency fail to honor its obligations as set forth in this

Resolution Agreement

. . . the provisions outlined in 29 C.F.R.

§ 1614.504 shall

govern.” Resolution Agreement ¶ 11, at 9.

Those provisions provide:

If the c omplainant believes that the agency has failed

to comply with the terms of a settlement agreement or

decisi on, the complainant shall notify the EEO

Director, in w

riting, of the alleged noncompliance

within 30 days of when the complainant knew or

should have known of th

e alleged noncompliance. The

comp lainant may request that the terms of the

settleme nt agreement be specifically implemented or,

alternatively, that the complaint be rein stated for

further processing from the point processing ceased.

29 C.F.R. § 1614.504(a).

As the Secretary points out, Hansson failed to n otify the EEO

Director of any alleged breach of the Resolution Agreement.

Furthermore, 29 C.F.R. § 1614.504 does not authorize Hansson

to file a Title VII action in district court , for it provides only that

her complaint may be “reinstated for further pr ocessing at the

point processing ceased,” which, for Hansson, was in the

administrative process.

Nor, contrary to Ha

nsson’s contention, did the OEO letter

of September 12, 2002 contempla te the preservation of a Title

VII action for at

torney’s fees: while advising Hansson that she

could file a civil actio n in district court in lieu of appealing the

Secretary’s final fee

award to the EEOC, it did not indicate that9

Hansson could bring a Title VII action for attorney’s fees that

was otherwise w aived by her execution of the Resolution

Agreement . Rather, the portion of the OEO letter on which

Hansson relies appears to be boilerplate language paraphra sing

29 C.F.R. § 161 4.407, which was not incorporated by the

Resolution Agreement. Thus, nothing in the Resolution

A greement or the OEO letter preserves Hansson’s right to fi l e

a Title VII action for attorney’s fees in district court.

Accordingly, Hansson’s cla im “turns e ntirely on the terms of a

contract,” and appears to belong in the Court of Federal Claims.

Albrecht , 357 F.3d at 69.

While the court generally trea ts settlement agreements as

contracts within the meaning of the Tucker Act, see Shaffer

, 325

F.3d at 372, it also recognizes that when a settlement agreement

incorporates substantive provisions of federal law s uch that

enforcement of the agreement requires the interpretation and

application of federal law, that enforcement action arises under

federal law and belongs in the district co urt. See id. at 372-73;

Bd. of Trustees v. Madison Hotel, Inc.

, 97 F.3d 1479, 1484-86

(D.C. Cir. 1999). Here, the Resolution Agreement incorporates

29 C.F.R. § 1614. 501(e), which describes the familiar lodestar

method for calculating attorney’s fees:

The starting point shall be the number of hours

reasonably expended multiplied by a reasonable hourly

rate. There is a strong presumption that this amount

represents the reasonable fee. In limited circumstances, this amount may be reduced or i ncreased in

consideration of the degree of success, quality of

representation, and long delay caused by the agency.

29 C.F.R. § 1614.501(e)(2)(ii)(B); see Hensley v. Eckerhart

, 461

U.S. 424 (1983). Hansson acknowledges that the “reasonable

hourly rate” is guided by the Laffey m atrix prepared by the U.S.10

Attorney’ s Office. See Covington v. District of Columbia

, 57

F.3d 1101, 1105-11 (D.C. Cir. 1995) (citing Laffey v. Northwest

Airlines, Inc. , 572 F. Supp. 354 (D.D.C. 1983), rev’d on other

grounds 746 F.2d 4 (D.C. Cir. 1984)) . Enforcement of the

Resolution Agreement’s provision for reasonabl e attorney’s

fees, then, does not require int erpretation of the substantive

provisions of Title VII with respec t to Hansson’s discrimination

complaints, but only the application of well-known standards for

d etermining reasonable attorney’s fees. To the extent that

Hansson also seeks attorney’s fees for services related to her age

discrimination claim

under the ADEA, that determination does

not involve an interpretation of Title VII, which she

acknowl e dges is the only basis for her claim for attorney’s fees,

as she has not asserted a claim for fees under the ADEA itself.

Hansson’s vague policy objection that the Court of Federal

Clai ms is not a “national court” like the district court is

unavailing in light of our precedent.

Hansson points out that the Court of Fed eral Claims “has

consistently held that it lacks jurisdiction to hear claims alleging

the br each of a Title VII settlement agreement due to the

comprehensive statutory scheme established under Title VII of

the Civil Rights Act.” G riswold v. United States

, 61 Fed. Cl.

458, 465 (2004); see Lee v. United States , 33 Fed. Cl. 374, 378-

79 (1995); Fausto v. United States , 16 Cl. Ct. 750, 753 (1989).

These cases can all be distinguished, however, on the ground

that they involved claims for equitable relief that the Court of

Claims lacked jurisdiction to grant. S ee Griswold

, 61 Fed. Cl.

at 460; Lee, 33 Fed. Cl. at 376-77; Fausto

, 16 Fed. Cl. at 751.

We are unaware of

any case in which the Court of Federal

Claims has denied jurisdicti on over an action to enforce a Title

VII settlement agreement in which only money relief is sought.

The cases cited by Hansson in her supplemental brief that

involve annual and sick leave and back pay are not to the

contrary. S ee Taylor v. United States

, 54 Fed. Cl. 423, 42311

(2002); Mitchell v. United States , 44 Fed. Cl. 437, 438 (1999).

The Federal Circuit appears to agree with the Court of

Federal Claims’ prec edent that “the Court of Federal Claims

l acks jurisdiction ‘over actions for breach of settlem ent

agreem ents when the agreements ar[i]se from disputes which

would h a ve been litigated in other fora.’” Massie v. United

States

, 166 F.3d 1184, 1188 (Fed. Cir. 1999) (alteration in

original ); c f. St. Vincent’s Med. Ctr. v. United States

, 32 F.3d

548, 550 (Fed. Cir. 1994) (Medicare Act); Chin v. United States

, 890 F.2d 1 143, 1146 (Fed. Cir. 1989) (Postal Reform Act). It

a lso appears to agree with this court’s precedent that the Cour t

of Federal Claims lacks jurisdiction under the Tucker Act only

if “d isposition of the contract claim would require review of

subject matter reserved

to another body,” M

assie

, 166 F.3d at

1189; cf. Bobula v. U.S. Dep’t of Justice

, 970 F.2d 854, 858

(Fed. Cir. 1992) (Civil Service Reform Act). In holding that the

Court of Federal Claims had j urisdiction over a claim for an

annuity under the comprehensive remedial scheme of the

Military Claims Act (“MCA”), the Federal C i rcuit distinguished

between “review of the substantive issues of the MCA claim

—

the existence and extent of th e government’s liability” — and

the enforcement of “an express contract embodying” the

claima nt’s entitlement to the annuity under the MCA. M assie

, 166 F.3d at 1189. This jurisdictional line is analogous to that

drawn by this court in Brown

, 389 F.3d at 1296, Shaffer

, 725

F.3d at 373, and Madison Hotel

, 97 F.3d at 1485 . Finally, the

Court of Federal Claims has acknowledged our decision in

Brown

, see Boston Edison Co. v. United States

, 64 Fed. Cl. 167,

178 (2005), and the Secretary affirmativ ely stated in briefing

that Hansson’s claim is one in contract within the exclusive

jurisdiction of the Court of Federal Claims and through counsel

represented to th

e court during oral argument that, contrary to

the government’s position in other cases, s ee, e.g.

, Massie

, 166

F.3d at 1188; Gris wold , 61 Fed. Cl. at 461, the government12

wo uld not argue in the Court of Federal Claims that that court

lacks jurisdiction over Hansson’s c laim for attorney’s fees.

Therefore, this co urt has no reason to conclude that the Court of

Federal Claims will not acce pt jurisdiction over Hansson’s

claim. Cf. Christianson v. Colt Indus. Operating Corp. , 486

U.S. 808, 818-19 (1988).

Beca use Hansson’s claim for attorney’s fees neither

requires an interpretation of Title VII with respect to her

discrimination complaint nor seeks equitable relief under Title

VII, but rather seeks reasonable attorney’s fees defined by wellestablished standards, it is a contract claim against the United

States for more than $10,000. Under S haffer and Bro w n

, Hansson’s claim for attorne y’s fees is within the exclusive

jurisdiction of the Court of Feder al Claims under the Tucker

Act. Accordingly, we hold that the district court lacked

jur isdiction over Hansson’s complaint, and we vacate the

opini on and judgment of the district court and remand the case

to the district court with inst ructions to transfer the case to the

Court of Federal Claims. See 28 U.S.C. § 1631.