Case background
The Army Corps of Engineers signed a contract with G.L. Christian and Associates to build 2,000 housing units for soldiers at Fort Polk, Louisiana, under the "Capehart Act". Fort Polk was deactivated by the Department of the Army in 1958, and the $32.9 million construction contract was terminated by the Corps of Engineers on February 5, 1958. The contractor responded to the cancellation by submitting claims for costs incurred, settlement expenses, and lost profits. The Dept. of the Army attempted to settle these claims in accordance with the standard “termination for convenience of the government” clause outlined in the Armed Services Procurement Regulations (ASPR). Under this clause, the contractor could claim a profit allowance for work it already had performed, but not for anticipated profits. However, the company argued that because the Army had failed to include this termination for convenience clause in the contract, the Army's cancellation of the project constituted a breach of contract. The contractor claimed that it thus was entitled to common-law damages for breach, including anticipated profits. [3] [4]
An "unusual feature of the case" is that G.L. Christian and Associates were not negatively affected financially in any way by the termination of the Fort Polk contract. G.L. Christian and Associates attempted to assign the entire contract to Zachry and Centex, two "highly competent construction companies with extensive experience in large scale-enterprises" but the Department of the Army took the position that a housing contract under the Capehart Act could not be assigned to another company. At a later conference though, it was agreed that the contract would be transferred to Zachry and Centex with a subcontract by G.L. Christian and Associates. Zachry and Centex became the "de facto prime contractor". After the deactivation, Zachry and Centex sued in the name of G.L. Christian and Associates because they had no privity of contract with the Federal Government, and it could not sue the government in its own name. [4]
Legal expansion
Two years after the filing of G.L. Christian, the U.S. Court of Claims held that this doctrine by the G.L. Christian company could be applied for the benefit of a claimant, as well as for the U.S. Government. This court ruled that an appeal was timely when filed within 60 days after a hearing examiner's decision, as required by U.S. Atomic Energy Commission regulations, despite the fact that the contract contained a clause providing that an appeal should be taken within 30 days. [5]
In 1969, the doctrine of G.L. Christian was expanded. In General Services Administration v. Benson, 415 F.2d 878 (9th Cir. 1969), Benson was in a dispute with the Internal Revenue Service over property that he had purchased from the General Services Administration (G.S.A.). Benson filed suit to make the G.S.A. produce various documents needed to present his tax case. The court forbade the G.S.A. from withholding the records, citing a G.S.A. regulation requiring disclosure of records in the absence of a "compelling reason" for non-disclosure. [6]
In contrast, Kunzi in his book Army Law downplays the early expansion of the doctrine of Christian, "Although Christian was cited in over 100 court and board decisions between 1963 and 1976, in only one of these decisions did an adjudicator incorporate a mandatory contract clause into a contract. In every other decision, the court or board either found that the doctrine of Christian did not mandate incorporation, or resolved the dispute. without addressing the incorporation issue...Until the late 1970s, the doctrine of Christian was considered to be a conceptually intriguing, but practically unattainable, tool...The seed that the Christian court planted in 1963 took almost fifteen years to germinate, but once the seed took root, it flourished. Beginning in the early 1980s, the boards of contract appeals began to apply the doctrine of Christian with increasing frequency." [3] [7]
The Dormant Commerce Clause, or Negative Commerce Clause, in American constitutional law, is a legal doctrine that courts in the United States have inferred from the Commerce Clause in Article I of the US Constitution. The primary focus of the doctrine is barring state protectionism. The Dormant Commerce Clause is used to prohibit state legislation that discriminates against, or unduly burdens, interstate or international commerce. Courts first determine whether a state regulation discriminates on its face against interstate commerce or whether it has the purpose or effect of discriminating against interstate commerce. If the statute is discriminatory, the state has the burden to justify both the local benefits flowing from the statute and to show the state has no other means of advancing the legitimate local purpose.
In law, a person is acting in a position if they are not serving in the position on a permanent basis. This may be the case if the position has not yet been formally created, the person is only occupying the position on an interim basis, the person does not have a mandate, or if the person meant to execute the role is incompetent or incapacitated.
The Bayh–Dole Act or Patent and Trademark Law Amendments Act is United States legislation permitting ownership by contractors of inventions arising from federal government-funded research. Sponsored by two senators, Birch Bayh of Indiana and Bob Dole of Kansas, the Act was adopted in 1980, is codified at 94 Stat. 3015, and in 35 U.S.C. § 200–212, and is implemented by 37 C.F.R. 401 for federal funding agreements with contractors and 37 C.F.R 404 for licensing of inventions owned by the federal government.
The Federal Acquisition Regulation (FAR) is the principal set of rules regarding Government procurement in the United States, and is codified at Chapter 1 of Title 48 of the Code of Federal Regulations, 48 CFR 1. It covers many of the contracts issued by the US military and NASA, as well as US civilian federal agencies.
The Tucker Act is a federal statute of the United States by which the United States government has waived its sovereign immunity with respect to certain lawsuits.
The processes of government procurement in the United States enable federal, state and local government bodies in the United States to acquire goods, services, and interests in real property.
In United States law, a federal enclave is a parcel of federal property within a state that is under the "Special Maritime and Territorial Jurisdiction of the United States". In 1960, the year of the latest comprehensive inquiry, 7% of federal property had enclave status. Of the land with federal enclave status, 57% was under "concurrent" state jurisdiction. The remaining 43%, on which some state laws do not apply, was scattered almost at random throughout the United States. In 1960, there were about 5,000 enclaves, with about one million people living on them. While a comprehensive inquiry has not been performed since 1960, these statistics are likely much lower today, since many federal enclaves were military bases that have been closed and transferred out of federal ownership.
In United States law, the federal government as well as state and tribal governments generally enjoy sovereign immunity, also known as governmental immunity, from lawsuits. Local governments in most jurisdictions enjoy immunity from some forms of suit, particularly in tort. The Foreign Sovereign Immunities Act provides foreign governments, including state-owned companies, with a related form of immunity—state immunity—that shields them from lawsuits except in relation to certain actions relating to commercial activity in the United States. The principle of sovereign immunity in US law was inherited from the English common law legal maxim rex non potest peccare, meaning "the king can do no wrong." In some situations, sovereign immunity may be waived by law.
Tolling is a legal doctrine that allows for the pausing or delaying of the running of the period of time set forth by a statute of limitations, such that a lawsuit may potentially be filed even after the statute of limitations has run. Although grounds for tolling the statute of limitations vary by jurisdiction, common grounds include:
United States v. Utah Construction & Mining Company, 384 U.S. 394 (1966), is a United States Supreme Court case in which the Court held that "(w)hen an administrative agency is acting in a judicial capacity and resolves disputed issues of fact properly before it which the parties have had an adequate opportunity to litigate, the courts have not hesitated to apply res judicata to enforce repose." Utah Construction established a two-part test to determine whether res judicata effect should be given to an administrative determination. First, the agency proceeding must be examined to determine whether the agency was "acting in a judicial capacity" and whether the parties had "an adequate opportunity to litigate" the issues before the agency. Second, the general rules of res judicata must be applied to the case. Not all administrative adjudications, and not all judicial determinations, are entitled to res judicata effect. For the principles of res judicata to apply, administrative determinations, like court judgments, must be valid, final and on the merits.
An equitable adjustment, in government contracting, is a contract adjustment pursuant to a changes clause, to compensate the contractor expense incurred due to actions of the Government or to compensate the Government for contract reductions. An equitable adjustment includes an allowance for profit; clauses that provide for adjustments, excluding profit, are not considered "equitable adjustments."
KECO Industries, Inc. v. United States, 176 Ct. Cl. 983, 998, was a case before the United States Court of Claims dealing with the procedure for handling contract adjustments when a contractor provides a substitution.
A changes clause, in government contracting, is a required clause in United States government construction contracts.
Superior knowledge doctrine is a principle in United States contract law. The doctrine states that the government must disclose to a contractor otherwise unavailable information that is vital to contract performance.
The United States was the first jurisdiction to acknowledge the common law doctrine of aboriginal title. Native American tribes and nations establish aboriginal title by actual, continuous, and exclusive use and occupancy for a "long time." Individuals may also establish aboriginal title, if their ancestors held title as individuals. Unlike other jurisdictions, the content of aboriginal title is not limited to historical or traditional land uses. Aboriginal title may not be alienated, except to the federal government or with the approval of Congress. Aboriginal title is distinct from the lands Native Americans own in fee simple and occupy under federal trust.
Salazar v. Ramah Navajo Chapter, 567 U.S. 182 (2012), was a United States Supreme Court case in which the Court held that the United States government, when it enters into a contract with a Native American Indian tribe for services, must pay contracts in full, even if Congress has not appropriated enough money to pay all tribal contractors. The case was litigated over a period of 22 years, beginning in 1990, until it was decided in 2012.
Building & Construction Trades Council v. Associated Builders & Contractors of Massachusetts/Rhode Island, Inc., 507 U.S. 218 (1993), is a US labor law case, concerning the scope of federal preemption against state law for labor rights.
A termination for convenience clause, or "T for C" clause, enables a party to a contract to bring the contract to an end without the need to establish that the other party is in default, for example because the client party's needs have changed, or in order to arrange for another party to complete the contract.
