Team Hall Venture, LLC, Dba Limeberry Frozen Yogurt v. Army and Air Force Exchange Service

NOTE: This disposition is nonprecedential.

United States Court of Appeals
for the Federal Circuit
______________________

TEAM HALL VENTURE, LLC, DBA LIMEBERRY
FROZEN YOGURT,
Appellant

v.

ARMY AND AIR FORCE EXCHANGE SERVICE,
Appellee
______________________

2018-2283
______________________

Appeal from the Armed Services Board of Contract Ap-
peals in No. 60823, Administrative Judge J. Reid Prouty,
Administrative Judge Richard Shackleford, Administra-
tive Judge Timothy Paul McIlmail.
______________________

Decided: March 12, 2020
______________________

J
AMES CREEDON, Creedon PLLC, Frisco, TX, argued for
appellant.

JOSEPH ALAN PIXLEY, Commercial Litigation Branch,
Civil Division, United States Department of Justice, Wash-
ington, DC, argued for appellee. Also represented by
J
OSEPH H. HUNT, ROBERT EDWARD KIRSCHMAN, JR.,
DOUGLAS K. MICKLE; DANA J. CHASE, BRUCE H. ROBINSON,
Case: 18-2283 Document: 54 Page: 1 Filed: 03/12/2020

TEAM HALL VENTURE, LLC v. ARMY AND AIR FORCE
EXCHANGE

2
Contract and Fiscal Law Division, United States Army Le-
gal Services Agency, Fort Belvoir, VA.
______________________

Before R
EYNA, WALLACH, and HUGHES, Circuit Judges.
PER CURIAM.
Team Hall Venture, LLC, appeals from a decision of
the Armed Services Board of Contract Appeals (ASBCA)
denying its appeal from a final decision by the Army and
Air Force Exchange Service. In its final decision, the Ex-
change awarded partial payment on a claim arising from
the early termination of Team Hall’s military base conces-
sion contract. After the parties agreed to terminate the
ten-year concession contract early, they executed a Con-
tract Amendment that further shortened the contract pe-
riod by moving the termination date from July 17, 2016, to
June 30, 2016, at Team Hall’s request.
The ASBCA denied Team Hall’s appeal of the Ex-
change’s final decision, finding any claim for additional
damages waived by the following general release clause
contained in the Contract Amendment:
The contractor hereby releases the Army and Air
Force Exchange Service (the Exchange) from any
and all obligations related to this contract, and
waives any claim against the Exchange for mone-
tary or other relief to this contract, including any
that may arise in the future, to include the time pe-
riod of 1-17 July 2016.
Supp. App. 38 ¶ 4(c).
In this appeal, Team Hall argues that (1) this release
clause is ambiguous as to whether it bars all claims under
the contract or only claims arising between July 1–17,
2016, and (2) that ambiguity should be resolved against the
Exchange as the drafter of the contract.
Case: 18-2283 Document: 54 Page: 2 Filed: 03/12/2020

TEAM HALL VENTURE, LLC v. ARMY AND AIR FORCE
EXCHANGE
3
Contract interpretation by the ASBCA is a question of
law, which we review de novo. Ingham Reg’l Med. Ctr. v.
United States, 874 F.3d 1341, 1346 (Fed. Cir. 2017); see
Gardiner, Kamya & Assocs., P.C. v. Jackson, 467 F.3d
1348, 1353 (Fed. Cir. 2006) (whether contract language is
ambiguous is a question of law which we review without
deference); see also Bell BCI Co. v. United States, 570 F.3d
1337, 1341 (Fed. Cir. 2009) (release clauses are interpreted
just like any other contract term or provision).
We find no ambiguity in this release clause. By its
plain language, this clause released the Exchange from
“any and all obligations” under the contract; and by signing
the Contract Amendment, Team Hall “waive[d] any claim
against the Exchange for monetary or other relief to this
contract.” Supp. App. 38 ¶ 4(c) (emphasis added). The ad-
ditional specification that any claims arising within the fu-
ture period of July 1–17, 2016, were also being waived does
not create ambiguity. Specifying that this future period
was “include[d]” does not mean that any other period was
thereby excluded.
Although we understand Team Hall’s argument that
the record could be read to demonstrate that the parties
intended to bar only claims arising in that two-week period,
that is not what the release clause says. “When the con-
tractual language is unambiguous on its face, our inquiry
ends and the plain language of the Agreement controls.”
Coast Fed. Bank, FSB v. United States, 323 F.3d 1035,
1040–41 (Fed. Cir. 2003) (en banc). Because the plain lan-
guage of this release clause is unambiguous, there are no
ambiguous terms to construe against the drafter. See Gar-
diner, 467 F.3d at 1352. The ASBCA correctly determined
that by entering this Contract Amendment, Team Hall
waived any claim against the Exchange for the concession
contract. We therefore affirm.
AFFIRMED
No costs.
Case: 18-2283 Document: 54 Page: 3 Filed: 03/12/2020