Pacific Coast Community Services, Inc. v. United States

NOTE: This disposition is nonprecedential.
United States Court of Appeals
for the Federal Circuit
______________________
PACIFIC COAST COMMUNITY SERVICES, INC.,
Plaintiff-Appellant
v.
UNITED STATES,
Defendant-Appellee
______________________
2020-1815
______________________
Appeal from the United States Court of Federal Claims
in No. 1:19-cv-01187-RAH, Judge Richard A. Hertling.
______________________
Decided: April 30, 2021
______________________
TIMOTHY TURNER, Whitcomb, Selinsky, PC, Denver,
CO, for plaintiff-appellant.
ALISON VICKS , Commercial Litigation Branch, Civil Di-
vision, United States Department of Justice, Washington,
DC, for defendant-appellee. Also represented by JEFFREY
B. CLARK , ROBERT E DWARD K IRSCHMAN , J R., LOREN M ISHA
PREHEIM.
______________________
Before M OORE, H UGHES , and STOLL, Circuit Judges.
Case: 20-1815 Document: 33 Page: 1 Filed: 04/30/2021

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PACIFIC COAST COMMUNITY v. UNITED STATES 2
H UGHES , Circuit Judge.
This is a government contracts appeal. The Court of
Federal Claims held that Pacific Coast failed to state a
claim for breach of contract stemming from the govern-
ment’s unilateral deductions from Pacific Coast’s monthly
invoices. Because we agree with the Court of Federal
Claims that the contract entitled Pacific Coast to payment
for work actually performed, we affirm.
I
Federal Protective Service (FPS) issued a solicitation
in August 2012 for a firm-fixed-price contract for adminis-
trative support services with a period of performance of one
base year and four subsequent one-year option periods. The
solicitation required offerors to provide five full-time equiv-
alent employees for four Contract Line Item Numbers
(CLINs). FPS awarded the contract to Pacific Coast in Sep-
tember 2012, and Pacific Coast began performance in Oc-
tober 2012.
The contract incorporated by reference FAR 52.212-4,
J.A. 8, in addition to express payment terms:
C. The Contractor is responsible for submitting ac-
curate invoices that reflect the services provided
each month. Where there are variances between
the requirements cited in the contract and the work
actually performed, the Contractor shall attach a
separate sheet to the invoice detailing each in-
stance of a variance. The contractor shall compute
the invoice price to reflect the actual amount. Sub-
mission of false invoices shall be subject to contrac-
tual and legal actions.
Id. at 21 (emphasis in original). Beginning in June 2013,
Pacific Coast and FPS disagreed about the contractually
required work hours. That dispute is addressed in our opin-
ion in Pacific Coast Community v. U.S., No. 20-1219
Doc. 29 (Fed. Cir. 2021). As relevant here, FPS began
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PACIFIC COAST COMMUNITY v. UNITED STATES 3
making unilateral deductions from its monthly payments
to Pacific Coast beginning in July 2013 for hours that were
invoiced but, in the view of the contracting officer, not ac-
tually worked. See, e.g., J.A. 187 (showing a deduction for
tardiness).
Pacific Coast subsequently brought suit in the Court of
Federal Claims, claiming that FPS had breached the con-
tract by allegedly underpaying Pacific Coast. Pacific Coast
did not allege that its employees worked the monthly por-
tion of the contractually required 1,888 hours (about 157.3
hours per month). J.A. 5. Pacific Coast also did not allege
that it submitted accurate invoices. Id. at 6. Instead, Pa-
cific Coast argued that its monthly invoices did not have to
reflect the actual number of productive hours that Pacific
Coast performed. Id. The Court of Federal Claims granted
the government’s motion to dismiss for failure to state a
claim on April 23, 2020. This appeal followed.
II
We review the grant of a motion to dismiss without def-
erence. Kam-Almaz v. United States, 682 F.3d 1364, 1368
(Fed. Cir. 2012). “To survive a motion to dismiss, a com-
plaint must contain sufficient factual matter, accepted as
true, to ‘state a claim to relief that is plausible on its face.’”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell
Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). “In decid-
ing a motion to dismiss, the court must accept well-pleaded
factual allegations as true and must draw all reasonable
inferences in favor of the claimant.” Kellogg Brown & Root
Servs., Inc. v. United States, 728 F.3d 1348, 1365 (Fed. Cir.
2013). We review the Court of Federal Claims’ legal conclu-
sions de novo. Shell Oil Company v. United States, 896 F.3d
1299, 1306 (Fed. Cir. 2018).
Pacific Coast argues that the Court of Federal Claims
erred in granting the government’s motion to dismiss be-
cause it interpreted the contract as a firm-fixed-price level-
of-effort contract pursuant to FAR 16.207 as opposed to a
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PACIFIC COAST COMMUNITY v. UNITED STATES 4
firm-fixed-price contract pursuant to FAR 16.202-1.1 Ap-
pellant’s Brief 22–25. In essence, Pacific Coast argues that
because the contract was a firm-fixed-price contract, it was
owed the firm-fixed monthly price regardless of its perfor-
mance. We disagree.
A firm-fixed-price contract requires the contractor to
charge the government a fixed price for services but does
not provide that the government must pay that price when
the contractor does not deliver the services. The Court of
Federal Claims correctly considered the contract as a whole
and found it to be a contract for a deliverable number of
productive hours because of the contract’s deliverable
hours requirement, overtime provision, and payment
terms. Specifically, the contract requires 1,888 productive
hours per employee per year (along with various explicit
requirements such as being on site at specified times) as a
deliverable.2 The contract also expressly provided for pay-
ment for work in excess of that amount. See, e.g., J.A. 110
(CLIN 2005, “Surge Requirement (Overtime)”). Finally, the
contract included in its payment provisions a requirement
to “submit[] accurate invoices that reflect the services
1 FAR 16.202-1 states that a “firm-fixed-price con-
tract provides for a price that is not subject to any adjust-
ment on the basis of the contractor’s cost experience in
performing the contract.” FAR 16.207-1 states that a “firm-
fixed-price, level-of-effort term contract requires [] the con-
tractor to provide a specified level of effort, over a stated
period of time, on work that can be stated only in general
terms and [] the Government to pay the contractor a fixed
dollar amount.”
2 We affirmed the Court of Federal Claims’ interpre-
tation regarding the productive hours as a contract deliv-
erable in our decision in a related appeal issued on the
same date. Pacific Coast Community v. United States, No.
20-1219 Doc. 29 (Fed. Cir. 2021).
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PACIFIC COAST COMMUNITY v. UNITED STATES 5
provided each month” and, “[w]here there are variances be-
tween the requirements cited in the contract and the work
actually performed,” the contract expressly instructs the
contractor to “compute the invoice price to reflect the actual
amount.” J.A. 21. The contract states that the government
can take contractual actions as well as legal actions if the
contractor submits inaccurate invoices, such as an inflated
invoice.
Pacific Coast’s interpretation of the contract as a con-
tract for a fixed price untethered to the contract’s delivera-
ble requirement necessitates reading out these terms. “An
interpretation that gives meaning to all parts of the con-
tract is to be preferred over one that leaves a portion of the
contract useless, inexplicable, void, or superfluous.” P.K.
Mgmt. Grp., Inc. v. HUD, 987 F.3d 1030, 1032 (Fed. Cir.
2021) (internal quotations omitted). Because productive
hours were a specific deliverable Pacific Coast contracted
to provide, we agree with the Court of Federal Claims’ in-
terpretation of the contract as providing for payment for
productive hours actually furnished to the government.
The government therefore did not breach the contract
when it inspected Pacific Coast’s invoices and deducted
payment for hours not actually provided.
III
We have considered Pacific Coast’s remaining argu-
ments and find them unpersuasive. Because we agree with
the Court of Federal Claims that Pacific Coast was entitled
to payment for work actually performed and not a fixed
monthly price regardless of services provided, we affirm.
AFFIRMED
Case: 20-1815 Document: 33 Page: 5 Filed: 04/30/2021

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