Contractor Was Seeking Interpretation, Not Specific Performance
December 14, 2009
A motion to dismiss an appeal involving a government decision to preclude a contractor from receiving further task orders was denied by the Armed Services Board of Contract Appeals because the contractor asserted a contract interpretation claim. The dispute arose from a multiple award, indefinite delivery/indefinite quantity contract for acquisition logistics and management services. The contract, which was a small business set-aside, contained a provision disqualifying contractors from receiving further task orders if, during the life of the contract, the Small Business Administration determines not to approve continuation of the contractor's mentor-protégé agreement. After the contractor graduated from the SBA's 8(a) program, the contracting officer informed the contractor it was no longer eligible to receive task orders because to do so would violate the contract's SBA mentor-protégé clause.
Proper Interpretation
The contractor appealed the CO's deemed denial of its claim, which sought a decision that the denial of its right to compete for task orders violated the SBA clause's plain meaning. The government moved to dismiss for lack of jurisdiction, arguing the contractor was seeking an impermissible order to allow it to compete for future task orders. However, the issue of the proper interpretation of the SBA mentor-protégé clause was at the core of the parties' dispute, and the contract's Disputes clause provided for Contract Disputes Act jurisdiction over claims seeking the adjustment or interpretation of contract terms. It is well settled that boards of contract appeals have jurisdiction to entertain contract interpretation claims, even if the dispute involves a decision regarding the correctness of actions taken under the contract in light of a clause or associated regulations. (HMRTECH2, LLC, ASBCA, ¶92,721)