United States Court of Appeals 

for the Federal Circuit ______________________ 

NORTHROP GRUMMAN COMPUTING SYSTEMS, 

INC.,

Plaintiff-Appellant,

v.

UNITED STATES,

Defendant-Appellee.

______________________ 

2011-5124

______________________ 

Appeal from the United States Court of Federal 

Claims in no. 07-CV-613, Judge Francis M. Allegra.

- - - - - - - - - - - - - - - - - - - - - -

 

NORTHROP GRUMMAN COMPUTING SYSTEMS, 

INC.,

Plaintiff-Appellant,

v.

UNITED STATES,

Defendant-Appellee.

______________________ 

2012-5044

______________________ 
2 NORTHROP GRUMMAN COMPUTING v. US

Appeal from the United States Court of Federal 

Claims in no. 11-CV-608, Judge Francis M. Allegra.

______________________ 

Decided: February 19, 2013 

______________________ 

DAVID C. AISENBERG, Looney Cohen & Aisenberg, 

LLP, of Boston, Massachusetts, argued for plaintiffappellant in both appeals. 

AMANDA L. TANTUM, Trial Attorney, Commercial Litigation Branch, Civil Division, United States Department 

of Justice, of Washington, DC, argued for defendantappellee in both appeals. With her on the brief were 

TONY WEST, Assistant Attorney General, JEANNE E.

DAVIDSON, Director, KIRK T. MANHARDT, Assistant Director, and ARMANDO A. RODRIGUEZ-FEO, Trial Attorney. 

______________________ 

Before RADER, Chief Judge, PROST and REYNA, Circuit 

Judges. 

REYNA, Circuit Judge. 

Northrop Grumman Computing Systems, Inc. 

(“Northrop”) appeals two decisions of the Court of Federal 

Claims (“Northrop I” and “Northrop II”). Both appeals 

arise from a single contract between Northrop and U.S. 

Immigrations and Customs Enforcement (“ICE”) for the 

delivery of computer-network monitoring software. 

Because we find that the first claim letter Northrop filed 

with the contracting officer was a valid claim under the 

Contract Disputes Act (“CDA”), we reverse the Court of 

Federal Claims’ decision in Northrop I and remand the 

case for further proceedings. We dismiss as moot 

Northrop’s appeal in Northrop II. 
 NORTHROP GRUMMAN COM PUTING v. US 3

I. BACKGROUND

In July 2001, ICE awarded Northrop1 Contract No. 

NAS5-01143, which was a commercial items contract. 

Under this Contract, ICE awarded Delivery Order No. 

COW-4-D-1025 according to which Northrop would lease 

to ICE, and provide support for, network monitoring 

software produced by Oakley Networks (“Oakley”). The 

Delivery Order provided that Northrop would furnish the 

software and services via a lease for one twelve month 

base year and three twelve month option years. The baseyear price was $900,000, and each option year was priced 

at $899,186. If the Government exercised all three option 

years, the Delivery Order would have a total value of 

$3,597,558. In the month that followed the Delivery 

Order award, ICE executed three modifications at 

Northrop’s request. These modifications added clauses 

regarding Northrop’s first-priority status, the Government’s best efforts to secure funding, and a prohibition on 

the Government substituting comparable software for the 

Oakley software in the Northrop contract.

In order to obtain Oakley’s software, Northrop was 

required to pay Oakley an up-front fee of $2,899,710. 

Four days after the Delivery Order award, ICE provided 

Northrop with an “essential use statement” that described 

the intended use of the Oakley software and was designed 

to facilitate third-party funding for the Oakley software. 

Thereafter, Northrop entered a private finance agreement 

with ESCgov, Inc. for the Oakley software. Under the 

terms of the financing agreement, ESCgov would pay 

Northrop $3,296,093 in exchange for Northrop’s assign1 Northrop Grumman Computing Systems, Inc. 

(“Northrop”) is a division of Northrop Grumman Corporation’s Information Technology segment. At the time of the 

award, this division was named Logicon FDC. The contract was modified in October 2004 to reflect the name 

change.

 
4 NORTHROP GRUMMAN COMPUTING v. US

ment to ESCgov of all payments received under the 

Delivery Order. ESCgov subsequently assigned its rights 

under the Northrop-ESCgov agreement to Citizens Leasing Corp. Neither Northrop, ESCgov, nor Citizens Leasing Corp. notified the Government of the assignments. 

On September 30, 2005, ICE sent Northrop formal notification of its decision not to exercise the lease’s first 

option year, which was to run from September 30, 2005 

until September 29, 2006. Northrop responded on February 22, 2006 with a request for information regarding the 

Government’s decision. On April 14, 2006, Northrop 

received a response from the contracting officer (“CO”), 

who emphasized that there was no “termination,” but that 

the Government simply was not in a position to fund the 

options due to lack of appropriations.

A. NORTHROP’S FIRST CLAIM (NORTHROP I) 

On September 21, 2006, Northrop sent to the CO a 

letter with the subject line “Contract Disputes Act Claim 

for not Exercising Option Year #1 under COW-4-D-1025 – 

Oakley Leasing Agreement.” Northrop notified the CO 

that the letter was submitted “[i]n accordance with the 

Contract Disputes Act of 1978, 41 U.S.C. 601 et seq., and 

the Disputes clause of the Contract.”2 Northrop asserted 

that the Government had breached the contract modifications made after the Delivery Order’s award, and stated 

that the company was seeking $2,697,558.00 in damages. 

The letter did not mention the two private financing 

assignments. The letter concluded with a certification 

2 Congress revised and recodified title 41 of the 

United States Code in order to “remove ambiguities, 

contradictions, and other imperfections....” Pub. L. No. 

111–350, 124 Stat. 3677 (2011). All further citations in 

this opinion are to the current version of the CDA, which 

is now codified at 41 U.S.C. §§ 7101–7109 (Supp. IV 

2006).

 
 NORTHROP GRUMMAN COM PUTING v. US 5

and a request for a final decision. On December 29, 2006, 

the CO issued a final decision denying Northrop’s claim.

On August 20, 2007, Northrop filed a complaint before 

the Court of Federal Claims appealing the CO’s decision. 

The Court of Federal Claims scheduled trial for June 13, 

2011. Before trial, the Government learned of Northrop’s 

private financing assignments and filed a motion to 

dismiss for lack of subject-matter jurisdiction on grounds 

that Northrop’s letter was not a valid CDA claim. Specifically, the Government argued that Northrop’s letter was 

not a valid claim because it failed to provide adequate 

notice of the nature of the claim, and because it did not 

reveal that Northrop’s claim was for third-party losses of 

private funders. On June 15, 2011, the Court of Federal 

Claims issued its opinion in Northrop I granting the 

Government’s motion to dismiss for lack of subject-matter 

jurisdiction. Northrop Grumman Computing Sys., Inc. v. 

United States, 99 Fed. Cl. 651, 660-61 (Fed. Cl. 2011). 

The Court of Federal Claims determined that it did 

not have jurisdiction because Northrop’s September 21, 

2006 claim letter to the CO did not constitute a valid CDA 

claim. The court reasoned that Northrop had not supplied the CO with “adequate notice” of the claim because 

it failed to “alert the contracting officer to the potential 

application of the Anti-Assignment Act and Severin

doctrine [and] also to put him on notice as to the possible 

relevancy of a host of other issues that have been associated with sponsored or ‘pass-through’ claims.” Id. at 659. 

The court stated, “Based on that failure, the court must 

conclude that Northrop’s ‘claim’ did not meet the requirements of the CDA, thereby depriving this court of 

jurisdiction over this lawsuit.” Id. at 660. 

Northrop appealed the Court of Federal Claims’ dismissal in Northrop I to our court. 
6 NORTHROP GRUMMAN COMPUTING v. US

B. NORTHROP’S SECOND CLAIM (NORTHROP II) 

On July 20, 2011, while Northrop I was pending before the Court of Federal Claims, Northrop filed a second 

claim letter with the CO. Like the Northrop I letter, this 

letter also contained the subject line “Contract Disputes 

Act Claim for not Exercising Option Year #1 under COW4-D-1025 – Oakley Leasing Agreement.” The second 

claim letter contained much of the same content as the 

Northrop I claim letter, but also explained that “Northrop 

Grumman Computing financed this lease through various 

payments made by ESCGov [sic] and Citizens Leasing 

Corporation” and provided documents on the financing 

arrangements. Before the CO responded to Northrop’s 

second claim letter, Northrop filed its notice of appeal to 

our court in Northrop I. 

The CO determined that Northrop’s second claim was 

the same claim pending before this court in Northrop I, 

and that as a result, he lacked authority to resolve 

Northrop’s second claim:

Northrop’s July 2011 claim arises from the same 

operative facts and is substantially the same 

claim as the claim it previously submitted to ICE 

dated September 21, 2006. . . . It is the Government’s position that because the July 2011 Contract Disputes Act Claim for not exercising option 

year #1 under COW-4-D-1025 is substantively the 

same claim as the one currently pending before 

the Federal Circuit on appeal under 28 U.S.C. § 

516, only the Department of Justice possesses the 

authority to act. 

The CO consequently declined to issue a final decision on 

Northrop’s second claim. 

Northrop appealed the CO’s refusal to issue a decision 

on its second claim to the Court of Federal Claims. The 

Court of Federal Claims held that it lacked jurisdiction 
 NORTHROP GRUMMAN COM PUTING v. US 7

over Northrop’s second complaint (Northrop II). Northrop 

Grumman Computing Sys., Inc. v. United States, 101 Fed. 

Cl. 362, 365 (Fed. Cl. 2011). In its decision, the court 

noted, “[Northrop’s second] complaint asserts the same 

claim as [the Northrop I] complaint that was dismissed by 

this court for lack of jurisdiction on June 23, 2011.” The 

court found that Northrop’s pending appeal in Northrop I

divested the CO of his authority to issue a final decision 

on Northrop’s second claim. Without a valid final decision 

from the CO, the court concluded that it lacked jurisdiction over Northrop’s second complaint. 

Northrop appealed the Court of Federal Claims’ dismissal in Northrop II to our court and we consolidated 

Northrop I and II. We have jurisdiction under 28 U.S.C. § 

1295(a)(3).

II. STANDARD OF REVIEW

We review a grant or denial of a motion to dismiss for 

lack of subject-matter jurisdiction de novo. HewlettPackard Co. v. Acceleron LLC, 587 F.3d 1358, 1361 (Fed. 

Cir. 2009). As both Northrop I and Northrop II were 

dismissed for lack of subject-matter jurisdiction, we 

review both dismissals de novo.

III. NORTHROP I

In Northrop I, the Court of Federal Claims concluded 

that Northrop’s “claim” did not meet the requirements of 

a valid claim under the CDA. Specifically, the court 

explained that Northrop’s failure to disclose information 

about its third-party financing arrangements deprived the 

CO of adequate notice of the basis of the claim because 

the claim failed to alert the contracting officer to the 

potential application of the Anti-Assignment Act, the 

Severin doctrine, and other issues associated with sponsored or “pass-through” claims. The court thus concluded 

that Northrop had not submitted a valid CDA claim to the 
8 NORTHROP GRUMMAN COMPUTING v. US

CO, and accordingly, the court lacked subject-matter 

jurisdiction over the Northrop I complaint.

On appeal, Northrop argues that its first claim letter 

fully complied with the requirements of the CDA because, 

among other grounds, the CDA did not require Northrop 

to disclose its third-party financing arrangements. Accordingly, Northrop asks us to reverse the Court of Federal Claims’ dismissal and remand for adjudication of its 

CDA claim. 

A prerequisite for jurisdiction of the Court of Federal 

Claims over a CDA claim is a final decision by a contracting officer on a valid claim. M. Maropakis Carpentry, Inc. 

v. United States, 609 F.3d 1323, 1327 (Fed. Cir. 2010). If

a purported claim is found to be insufficient for any 

reason, the insufficiency is fatal to jurisdiction under the 

CDA. Sharman Co. v. United States, 2 F.3d 1564, 1568 

(Fed. Cir. 1993) (“Under the CDA, a final decision by the 

contracting officer on a claim . . . is a ‘jurisdictional prerequisite’ to further legal action thereon.”), overruled on 

other grounds by Reflectone, Inc. v. Dalton, 60 F.3d 1572 

(Fed. Cir. 1995). Thus, if Northrop’s claim is an insufficient CDA claim, the Court of Federal Claims lacks subject-matter jurisdiction to review both the claim itself and 

the CO’s decision.

The CDA establishes some prerequisites for a valid 

claim. For example, the CDA requires that a claim by a 

contractor be submitted to the contracting officer for 

decision, that the claim be in writing, and that the contractor certify claims over $100,000.3 See 41 U.S.C. § 

3 For claims of more than $100,000, the CDA requires the contractor to certify that (1) the claim is made 

in good faith, (2) the supporting data are accurate and 

complete to the best of the contractor’s knowledge and 

belief, (3) the amount requested accurately reflects the 

contract adjustment for which the contractor believes the 

 
 NORTHROP GRUMMAN COM PUTING v. US 9

7103(a)–(b). In addition to the statutory requirements of 

the CDA, we assess whether a claim is valid based on the 

Federal Acquisition Regulation(s), the language of the 

contract in dispute, and the facts of the case. Reflectone, 

60 F.3d at 1575; see also Garrett v. General Elec. Co., 987 

F.2d 747, 749 (Fed. Cir. 1993). 

The Federal Acquisition Regulation (“FAR”) defines 

“claim” as follows: 

(c) Claim, as used in this clause, means 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, the adjustment or interpretation of contract terms, or other 

relief arising under or relating to this contract. 

However, a written demand or written assertion 

by the Contractor seeking the payment of money 

exceeding $100,000 is not a claim under the Act 

until certified. A voucher, invoice, or other routine 

request for payment that is not in dispute when 

submitted is not a claim under the Act. The submission may be converted to a claim under the 

Act, by complying with the submission and certification requirements of this clause, if it is disputed 

either as to liability or amount or is not acted upon in a reasonable time.

FAR 52.233–1. In Reflectone, we held that the FAR sets 

forth only three requirements of a non-routine “claim” for 

money: that it be (1) a written demand, (2) seeking, as a 

matter of right, (3) the payment of money in a sum certain. 60 F.3d at 1575–76.

While a valid claim under the CDA must contain “a 

clear and unequivocal statement that gives the contractFederal Government is liable, and (4) the certifier is 

authorized to certify the claim on behalf of the contractor. 

41 U.S.C. § 7103(b)(1)(A)–(D).

 
10 NORTHROP GRUMMAN COMPUTING v. US

ing officer adequate notice of the basis and amount of the 

claim,” the claim need not take any particular form or use 

any particular wording. Contract Cleaning Maint., Inc. v. 

United States, 811 F.2d 586, 592 (Fed. Cir. 1987). “All 

that is required is that the contractor submit in writing to 

the contracting officer a clear and unequivocal statement 

that gives the contracting officer adequate notice of the 

basis and amount of the claim.” Id. 

Northrop submitted a written claim letter to the CO 

in Northrop I. The letter contained clear allegations of 

the Government’s breach of specific contractual provisions, and it demanded a specific amount in damages. 

The letter was accompanied by the required certification 

statement, and it stated a clear request for a final decision along with the relief sought. As required by the CDA 

and the FAR, Northrop’s claim letter was “a clear and 

unequivocal statement” that gave the CO adequate notice 

of the basis for the alleged breach and specified an 

amount of the claim. See Maropakis, 609 F.3d at 1327 

(quoting Contract Cleaning, 811 F.2d at 592). Northrop’s 

claim letter thus satisfied all the requirements listed for a 

CDA “claim” according to the plain language of the FAR.

The Court of Federal Claims noted concern that 

Northrop’s failure to disclose the details of its financing 

arrangements did not give the contracting officer adequate notice of the potential applicability of the AntiAssignment Act, the Severin doctrine, or “a host of other 

issues that have been associated with sponsored or ‘passthrough’ claims.” See generally Anti-Assignment Act, 31 

U.S.C § 3727, 41 U.S.C. § 15; Severin v. United States, 99 

Ct. Cl. 435, 442–43 (1943) (holding that a prime contractor cannot recover on behalf of subcontractor to whom 

prime contractor is not independently liable).

The Court of Federal Claims correctly found that 

Northrop’s failure to notify the Government of its assignment rendered the assignment “null and void as against 
 NORTHROP GRUMMAN COM PUTING v.US 11

the United States” by operation of the Anti-Assignment 

Act. The court explained, “That does not mean, however, 

that Northrop forfeited its breach of contract claim 

against the United States.” Indeed, the court concluded 

that Northrop was the proper party to bring the claim. 

We agree. See Beaconwear Clothing Co. v. United States, 

355 F.2d 583, 591 (Ct. Cl. 1966) (holding, where Beaconwear’s assignment of contractual right to receive payments was void as against the Government, that 

“Beaconwear thus remains the only party which has a 

legal claim to the amount due under the contract”); Colonial Navigation Co. v. United States, 181 F. Supp. 237, 

240 (Ct. Cl. 1960) (“But an attempted assignment of a 

claim against the United States does not forfeit the claim. 

It leaves the claim where it was before the purported 

assignment.”). As such, Northrop is not asserting a passthrough claim, and the Severin doctrine does not apply in 

this case. Beaconwear, 355 F.2d at 591; Colonial Nav., 

181 F. Supp. at 240.

Because Northrop was the proper party to bring the 

claim, we disagree that by omitting financing information 

Northrop failed to give the contracting officer adequate 

notice for the basis of its claim. We therefore hold that 

the claim letter Northrop submitted in Northrop I was a 

valid claim under the CDA, and the Court of Federal 

Claims had subject-matter jurisdiction over the CO’s 

decision on that claim.

IV. CONCLUSION

Because we find that the Court of Federal Claims had 

jurisdiction over Northrop’s claim in Northrop I, the 

Northrop II appeal is moot.

The decision of the Court of Federal Claims in 

Northrop I (Appeal No. 2011-5124) is REVERSED AND 

REMANDED for adjudication on the merits. Northrop’s 

appeal in Northrop II (Appeal No. 2012-5044) is 

DISMISSED as moot.
12 NORTHROP GRUMMAN COMPUTING v. US

COSTS

Each party shall bear its own costs.