Chizoma Onyems v. Department of the Navy

N OTE: This disposition is nonprecedential.
United States Court of Appeals
for the Federal Circuit
______________________
CHIZOMA ONYEMS,
Appellant
v.
DEPARTMENT OF THE NAVY,
Appellee
______________________
2024-2289
______________________
Appeal from the Armed Services Board of Contract Ap-
peals in No. 63449, Administrative Judge Mark A. Melnick,
Administrative Judge Michael N. O'Connell, Administra-
tive Judge Owen C. Wilson.
______________________
Decided: June 6, 2025
______________________
CHIZOMA O NYEMS , Auburn, CA, pro se.
ROBERT R. K IEPURA, Commercial Litigation Branch,
Civil Division, United States Department of Justice, Wash-
ington, DC, for appellee. Also represented by BRIAN M.
BOYNTON, D EBORAH A NN BYNUM , P ATRICIA M. MCCARTHY .
______________________
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ONYEMS v. NAVY 2
Before M OORE, Chief Judge, HUGHES and STARK, Circuit
Judges.
P ER CURIAM .
Appellant Chizoma Onyems appeals from a final deci-
sion of the Armed Service Board of Contract Appeals (“the
Board”). Mr. Onyems is the sole owner of a limited liability
company, CB Portable Toilet Rental and Service
(“CB Portable”), which contracted with the government to
provide services to five locations within Camp Lejeune.
When the government terminated that contract for conven-
ience just one month into the year-long performance pe-
riod, CB Portable submitted a certified claim to the
contracting officer and subsequently appealed the officer’s
determination to the Board, where the company was rep-
resented by Mr. Onyems, who is not a licensed attorney.
The Board ultimately granted over $16,000 in damages
(plus interest) to CB Portable. Mr. Onyems now seeks to
appeal this determination on behalf of himself personally,
not on behalf of his company. For the following reasons,
we dismiss Mr. Onyems’ appeal.
I
Mr. Onyems is the sole member of CB Portable, a com-
pany which provides portable toilets, hand washing sta-
tions, and associated maintenance services.1 On May 27,
2022, the Naval Supply Systems Command Fleet Logistics
Center Norfolk and CB Portable executed a contract under
which CB Portable was to provide services to the Center for
Security Forces at five different locations throughout
Camp Lejeune, North Carolina. The performance period of
the contract was one year beginning on June 13, 2022.
Each service location covered by the contract corresponded
1 References to S. App’x are to the Supplemental Ap-
pendix filed with the government’s brief.
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ONYEMS v. NAVY 3
to a training site within the camp and was reflected in the
contract as an individual contract line item (CLIN). The
CLINs were firm-fixed price and specified a particular
number of units, a per unit price, and a total price. Alt-
hough the contract did not define what constituted a “unit,”
the parties agreed before the Board that a unit is comprised
of two portable toilets and one hand washing station for a
period of one week. The per unit price was $1,030, result-
ing in a total full-year contract price of $145,230. At the
time the contract was awarded to CB Portable, it was only
incrementally funded to a total of $29,870.
Almost from the start of performance, the government
began requesting services be provided to locations not in-
cluded in the contract, which CB Portable in many cases
ultimately provided. Then, on August 12, 2022, only one
month into the year-long performance period, the Navy in-
formed CB Portable that it was terminating the contract
for convenience, pursuant to FAR 52.212-4(l), effective Au-
gust 19, 2022.2 The contract’s limitation of government ob-
ligation provision provided that CB Portable agreed to
perform up to the point at which “the total amount payable
by the government . . . approximated the current amount
allotted to the contract” and that CB Portable was not per-
mitted to perform beyond that point, regardless of any lan-
guage to the contrary in the termination for convenience
clause. S. App’x 3.
2 The termination for convenience provision provided
that, after termination by the government, CB Portable
was entitled to “be paid a percentage of the contract price
reflecting the percentage of the work performed prior to the
notice of termination,” in addition to demonstrated “rea-
sonable charges” resulting from the termination.
FAR 52.212-4(l).
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ONYEMS v. NAVY 4
The government determined it owed CB Portable
$32,960 for performance through the effective termination
date.3 By letter dated August 22, 2022, CB Portable re-
ported to the contracting officer that, as directed, it had
ceased operations on August 19. The government paid
CB Portable $32,960 approximately three weeks later, on
September 14.
CB Portable submitted a certified claim to the contract-
ing officer for $398,678.05, in which it identified 26 unique
categories of purported costs. A subsequent claim recog-
nized the $32,960 payment the government had already
made and reduced the amount requested accordingly.
CB Portable then submitted an additional certified claim
for $52,559.60 for “delay costs,” and notified the govern-
ment it would charge $3,400 per day in additional “delay
costs” until it was paid in full. The company eventually
submitted a $23,800 invoice for each of five weeks between
September and October, and later added four additional
categories of costs to the original 26, increasing the total
amount of its certified claim to $489,567.65. CB Portable
also asserted a bad-faith claim for which it requested
$1,500,000 in damages.
On November 4, 2022, the contracting officer issued a
final decision determining that CB Portable was not enti-
tled to any amount beyond the $32,960 the government had
already paid. CB Portable, represented by Mr. Onyems,
who is not an attorney, appealed to the Board.
At the government’s request, the Board bifurcated pro-
ceedings into an entitlement (liability) phase and a quan-
tum (damages) phase. In its entitlement opinion, the
Board organized CB Portable’s claims into two categories:
3 This is the sum of the $29,870 originally allotted and
two price increases provided in unilateral alterations by
the government.
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ONYEMS v. NAVY 5
the “change contentions,” for which CB Portable requested
$489,567.65 in damages, and the “bad faith contentions,”
for which CB Portable requested $1.5 million in damages.
The Board sustained the “change contentions” in part but
rejected the “bad faith” contentions in their entirety, find-
ing that CB Portable failed to demonstrate the agency
acted in bad faith when it terminated the contract for con-
venience. The Board found the company was entitled to
recover “the price for all the units CB Portable delivered
under the contract’s five CLIN[s], the [specified] hand
washing station, and equipment provided in response to
the government orders stemming from the contract
change.” S. App’x 13. The Board then concluded in the
quantum phase that the government owed CB Portable
$16,150 in damages plus statutory interest on top of the
$32,960 it had already paid CB Portable.
Mr. Onyems, who was not a party to the Board proceed-
ings or to the contract with the government, then filed a
notice of appeal on his own behalf, but not on behalf of the
company. See ECF No. 1 at 5 (notice of appeal).
II
Under the Contract Disputes Act, a decision of the
Board is final except in limited circumstances, including
where “a contractor” appeals to this court via timely sub-
mission. 41 U.S.C. § 7107(a)(1)(A). The government con-
tends we lack jurisdiction over Mr. Onyems’ appeal because
Mr. Onyems – who was not a party to the government con-
tract or to the proceedings below, and who no longer pur-
ports to represent CB Portable – is not “a contractor” under
the Contract Disputes Act. Response Br. at 8-11.4 In
4 On September 24, 2024, we directed the parties to ad-
dress whether Mr. Onyems is a proper party to appeal the
Board’s decision. ECF No. 13. After receiving that
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ONYEMS v. NAVY 6
response, Mr. Onyems argues that this court “may correct
a clerical mistake or a mistake arising from oversight or
omission whenever one is found in a judgment, order, or
other part of the record.” Appellant’s Informal Reply Br.
at 3 (quoting F ED. R. CIV. P. 60(a)); see also ECF No. 65
at 2-3 (“If the Appellant’s corporate name was mislabeled,
this is a procedural defect, not a jurisdictional bar. Courts
routinely allow amendments to correct party names under
FRCP 15(a).”). Mr. Onyems also attempts to invoke our
jurisdiction under the Tucker Act, but without addressing
the mismatch between the parties before the Board and
those involved in this appeal. Appellant’s Informal Reply
Br. at 3-5. Lastly, he purports to have standing to sue un-
der the Fair Labor Standards Act (“FLSA”), 29 U.S.C.
§§ 201-219, and advances a claim for reimbursement of em-
ployee leave costs under the CARES Act, Pub. L. No. 117-2
§ 4015, 135 Stat. 4, 80 (2021). Appellant’s Informal Open-
ing Br. at 4-7.
We lack jurisdiction over this appeal, and must dis-
miss, because Mr. Onyems is not “a contractor” within the
meaning of 41 U.S.C. § 7107(a)(1)(A). The Contract Dis-
putes Act provides that only a “contractor,” which it defines
as “a party to a Federal Government contract other than
the Federal Government,” may appeal a final decision of
the Board to this court. 41 U.S.C. § 7107(a)(1)(A) (confer-
ring appellate jurisdiction to review decisions of Board
when “contractor” appeals); 41 U.S.C. § 7101(7) (defining
“contractor”). Mr. Onyems was not a party to the chal-
lenged contract, only CB Portable was; CB Portable is in-
disputably a separate entity from Mr. Onyems. Therefore,
briefing, ECF Nos. 14, 15, we decided that “the better
course [is] to allow Mr. Onyems to brief the appeal in his
name alone and for the Department to raise its dismissal
arguments in its response brief.” ECF No. 17 at 2.
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ONYEMS v. NAVY 7
Mr. Onyems is not himself a “contractor” and we lack juris-
diction over his appeal.
Additionally, “[t]he rule that only parties to a lawsuit,
or those that properly become parties, may appeal an ad-
verse judgment, is well settled.” Marino v. Ortiz, 484 U.S.
301, 304 (1988). Mr. Onyems provides no persuasive rea-
son why we should fail to follow that rule here.
Moreover, “[a] corporation, partnership, organization
or other legal entity must be represented by counsel.”
Fed. Cir. R. 47.3(a); see also Rowland v. Cal. Men’s Colony,
Unit II Men’s Advisory Council, 506 U.S. 194, 201-02 (1993)
(“[A] corporation may appear in the federal courts only
through licensed counsel.”) (internal citations omitted). To
the extent Mr. Onyems now wants to modify his notice of
appeal to identify CB Portable as the appellant, see ECF
No. 65 at 2-3, the record contains no indication the com-
pany has taken any steps to retain counsel, as would be
necessary for it to maintain this appeal. See Talasila, Inc.
v. United States, 240 F.3d 1064, 1066 (Fed. Cir. 2001) (dis-
missing appeal where former sole proprietor and sole suc-
cessor-in-interest sought to represent dissolved
corporation); see also Lattanzio v. COMTA, 481 F.3d 137,
140 (2d Cir. 2007) (holding that prohibition on non-attor-
ney representation in federal court applies to “sole member
limited liability companies”); D-Beam Ltd. P’ship v. Roller
Derby Skates, Inc., 366 F.3d 972, 974 (9th Cir. 2004) (hold-
ing that even if court were to accept notice of appeal filed
by corporate officer on behalf of company, it would never-
theless be required to dismiss appeal because corporation
“did not retain counsel prior to . . . filing of motions and
pleadings on appeal”).
Thus, we must dismiss Mr. Onyems’ appeal.
III
Mr. Onyems makes no additional arguments regarding
jurisdiction in connection with his claim under FLSA. He
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ONYEMS v. NAVY 8
does not appear to be an “employee” within the meaning of
FLSA. See 29 U.S.C. § 207(a)(1)-(2) (specifying that FLSA
only applies to “employer” treatment of “employees”).
Moreover, regardless of Mr. Onyems’ status under the
FLSA, he is not a “contractor” within the meaning of our
jurisdictional statute. See 41 U.S.C. § 7101(7).
Mr. Onyems also asserts a claim for reimbursement of
employee leave costs under the CARES Act. Pub. L. No.
117-2 § 4015, 135 Stat. 4, 80 (2021). We agree with the
Board that this statute permitted agencies to reimburse
contractors only for expenses incurred through September
30, 2021. S. App’x 18. Mr. Onyems cannot recover because
his contract was not awarded until 2022.
IV
We have considered Mr. Onyems’ numerous filings and
find them unpersuasive.5 Accordingly, we dismiss this ap-
peal.
DISMISSED
COSTS
No Costs.
5 ECF Nos. 78-92. Mr. Onyems’ pending motions
(ECF Nos. 43, 46, 82, 91) are denied as moot.
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