Caring Hands Health Equipment & Supplies, LLC v. Secretary of Veterans Affairs

N OTE: This disposition is nonprecedential.
United States Court of Appeals
for the Federal Circuit
______________________
CARING HANDS HEALTH EQUIPMENT &
SUPPLIES, LLC,
Appellant
v.
SECRETARY OF VETERANS AFFAIRS,
Appellee
______________________
2022-2202
______________________
Appeal from the Civilian Board of Contract Appeals in
No. 6814, Administrative Judge Beverly M. Russell, Ad-
ministrative Judge Kyle E. Chadwick, Administrative
Judge Allan H. Goodman.
______________________
Decided: January 22, 2024
______________________
EDWARD J. T OLCHIN, Offit Kurman, Columbia, MD, ar-
gued for appellant.
G EOFFREY MARTIN L ONG, Commercial Litigation
Branch, Civil Division, United States Department of Jus-
tice, Washington, DC, argued for appellee. Also repre-
sented by BRIAN M. BOYNTON, P ATRICIA M. MCCARTHY ,
CORINNE A NNE N IOSI; N EIL D EOL , Office of General
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CARING HANDS HEALTH EQUIPMENT & SUPPLIES, LLC v.
SECRETARY OF VETERANS AFFAIRS
2
Counsel, United States Department of Veterans Affairs,
Decatur, GA.
______________________
Before M OORE, Chief Judge, CLEVENGER and STARK,
Circuit Judges.
MOORE, Chief Judge.
Caring Hands Health Equipment and Supplies, LLC
(Caring Hands) appeals a decision of the Civilian Board of
Contract Appeals (Board) granting the Department of Vet-
erans Affairs’ (VA) motion for summary judgment on Car-
ing Hands’ breach of contract claims. For the following
reasons, we affirm in part, reverse in part, and remand.
BACKGROUND
Caring Hands and the VA entered into sixteen con-
tracts for Caring Hands to deliver Government-owned
home medical equipment (HME) from VA warehouses to
beneficiaries of designated VA Medical Centers within a
specific geographic area. The parties classify the contracts
into two groups of eight contracts—the 2014 contracts and
the 2015 contracts. The 2014 contracts have a performance
period of August 2014 through July 2015. See, e.g., J.A.
111.1 The 2015 contracts have a performance period of
1 The 2014 contracts are Contract Nos. VA247-14-D-
0323, VA247-14-D-0324, VA247-14-D-0325, VA247-14-D-
0327, VA247-14-D-0328, VA247-14-D-0329, VA247-14-D-
0331, and VA247-14-D-0333. Because the contracts are
substantially identical, we cite to Contract No. VA247-14-
D-0323, J.A. 111–95, as representative unless otherwise in-
dicated.
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CARING HANDS HEALTH EQUIPMENT & SUPPLIES, LLC v.
SECRETARY OF VETERANS AFFAIRS
3
August 2015 to January 2017. See, e.g., J.A. 1027, 1062.2
The 2014 contracts are largely identical in relevant
part. Each contract defines a geographic area within which
Caring Hands was to “furnish all labor, transportation, ma-
terials, tools, equipment, and supervision required to pro-
vide [HME] services to beneficiaries of VA medical
centers.” J.A. 129. Each contains the Federal Acquisition
Regulation (FAR) Indefinite Quantity clause (FAR 52.216-
22), J.A. 153, and Order Limitations clause (FAR 52.216-
19), J.A. 152.
The 2015 contracts are also largely identical. The 2015
contracts do not contain the FAR Indefinite Quantity
clause, Order Limitations clause, or Requirements clause
(FAR 52.216-21). The contracts contain a “General Re-
quirements” clause in the Statement of Work (SOW) which
reads in relevant part, “The volumes or amounts shown . .
. are estimates only and impose no obligation on the VA.
The contract shall be for the actual requirements of the VA
as ordered by the VA during the life of the contract.” J.A.
1040.
The VA ordered HME services from entities other than
Caring Hands during the performance period of the 2014
and 2015 contracts. In response, Caring Hands submitted
a certified claim to the contracting officer alleging Caring
Hands was the sole party from which the VA could order
HME services for the contracted areas. Because the con-
tracting officer did not respond, the claim was deemed de-
nied. Caring Hands appealed to the Board.
2 The 2015 contracts are Contract Nos. VA247-15-D-
0257, VA247-15-D-0258, VA247-15-D-0259, VA247-15-D-
0260, VA247-15-D-0261, VA247-15-D-0262, VA247-15-D-
0263, and VA247-15-D-0264. Because the contracts are
substantially identical, we cite to Contract No. VA247-15-
D-0257, J.A. 1027–62, as representative unless otherwise
indicated.
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CARING HANDS HEALTH EQUIPMENT & SUPPLIES, LLC v.
SECRETARY OF VETERANS AFFAIRS
4
Before the Board, Caring Hands and the VA filed cross-
motions for summary judgment as to entitlement. The
Board granted the VA’s motion and denied Caring Hands’
motion. The Board first held the 2014 contracts are IDIQ
contracts. Because the VA properly ordered and paid for
Caring Hands’ HME services under the 2014 contracts, the
contracts do not entitle Caring Hands to additional recov-
ery. The Board also held the 2015 contracts are illusory
because they are neither requirements contracts nor en-
forceable IDIQ contracts. Caring Hands appeals. We have
jurisdiction under 28 U.S.C. § 1295(a)(10).
D ISCUSSION
We review the Board’s grant of summary judgment de
novo. 41 U.S.C. § 7107(b)(1); Rex Sys., Inc. v. Cohen, 224
F.3d 1367, 1371 (Fed. Cir. 2000). Contract interpretation
is a question of law we review de novo. Rockies Express
Pipeline LLC v. Salazar, 730 F.3d 1330, 1335–36 (Fed. Cir.
2013). Caring Hands challenges the Board’s grant of sum-
mary judgment for both sets of contracts.
I. 2015 CONTRACTS
Caring Hands challenges the Board’s conclusion that
the 2015 contracts are not requirements contracts. The
Board reasoned they are not requirements contracts be-
cause they do not contain the FAR Requirements clause “or
any other provision or language containing ‘words of exclu-
sivity’ that require all work to be assigned to the contrac-
tor.” J.A. 10–11. The Board held that the General
Requirements clause interpreted as a whole creates no or-
dering duty for the VA. We do not agree.
The language of the 2015 contracts unambiguously es-
tablishes an intent to create requirements contracts. “A
requirements contract is formed when the seller has the
exclusive right and legal obligation to fill all of the buyer’s
needs for the goods or services described in the contract. . .
. [A]n essential element of a requirements contract is the
promise by the buyer to purchase the subject matter of the
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CARING HANDS HEALTH EQUIPMENT & SUPPLIES, LLC v.
SECRETARY OF VETERANS AFFAIRS
5
contract exclusively from the seller.” Mod. Sys. Tech. Corp.
v. United States, 979 F.2d 200, 205 (Fed. Cir. 1992) (cita-
tions omitted). Where, as here, the FAR Requirements
clause is not present in the contract it is “more difficult to
find the required exclusivity.” Coyle’s Pest Control, Inc. v.
Cuomo, 154 F.3d 1302, 1305 (Fed. Cir. 1998). The plain
language of the 2015 contracts establishes the requisite ex-
clusivity. The General Requirements clause states, “The
contract shall be for the actual requirements of the VA as
ordered by the VA during the life of the contract.” J.A. 1040
(emphasis added). The words “actual requirements of the
VA” obligated the VA to order all required HME services
from Caring Hands.
The VA argues this clause does not obligate the VA to
order HME services exclusively from Caring Hands be-
cause the prior sentence provides “[t]he volumes or
amounts shown . . . are estimates only and impose no obli-
gation on the VA.” J.A. 1040 (emphasis added). This inter-
pretation gives no effect to the words “actual requirements
of the VA.” See Abraham v. Rockwell Int’l Corp., 326 F.3d
1242, 1254 (Fed. Cir. 2003) (a contract interpretation
which gives reasonable effect to all terms is preferred over
one which renders a term superfluous). To be sure, the VA
was under no obligation to order any specific amount of
HME services. It was only committed to have Caring
Hands fulfill “the actual requirements of the VA.” We hold
the 2015 contracts are requirements contracts and there-
fore reverse the Board’s grant of summary judgment with
respect to the 2015 contracts.
II. 2014 CONTRACTS
The only issue on appeal regarding the 2014 contracts
is whether they are requirements contracts.3 We conclude
3 See Oral Arg. at 29:36–30:10, https://oralargu-
ments.cafc.uscourts.gov/default.aspx?fl=22-2202_1207202
3.mp3.
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CARING HANDS HEALTH EQUIPMENT & SUPPLIES, LLC v.
SECRETARY OF VETERANS AFFAIRS
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the 2014 contracts are not requirements contracts as a
matter of law because they do not contain the FAR Require-
ments clause or any other words of exclusivity. Coyle’s Pest
Control, 154 F.3d at 1305. Caring Hands argues there are
genuine issues of material fact precluding summary judg-
ment, including variance in Order Limitations clauses, al-
legedly ambiguous language in the General Requirements
clause, and missing SOWs. Appellant’s Opening Br. at 25–
27. In particular, Caring Hands alleges without support
that the SOWs missing from the 2014 contracts would have
contained the operative requirements language in the
SOWs attached to the 2015 contracts. Caring Hands
Health Equip. & Supplies, LLC v. Dep’t of Veterans Affs.,
CBCA 6814, 22-1 BCA ¶ 38,182 n.1. These arguments do
not establish a material factual dispute regarding whether
the 2014 contracts are requirements contracts because
none of the evidence Caring Hands cites could establish the
necessary exclusivity. We therefore affirm the Board’s
grant of summary judgment with respect to the 2014 con-
tracts.
CONCLUSION
We have considered the parties’ remaining arguments
and find them unpersuasive. For the reasons given, we re-
verse the Board’s grant of summary judgment with respect
to the 2015 contracts and remand for further proceedings
consistent with this opinion. We affirm the Board’s grant
of summary judgment with respect to the 2014 contracts.
AFFIRMED IN PART, REVERSED IN PART, AND
REMANDED
COSTS
No costs.
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