UNITED KINGDOM MINISTRY OF DEFENCE, Secretary of State for Defence, as represented… v. Trimble Navigation Limited

PUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
 UNITED KINGDOM MINISTRY OF
DEFENCE, Secretary of State for
Defence, as represented by the
United Kingdom Ministry of
Defence, Defence Procurement
Agency,
Plaintiff-Appellant, No. 04-1129 v.
TRIMBLE NAVIGATION LIMITED,
Defendant-Appellee.
UNITED STATES OF AMERICA,
Amicus Curiae. 
Appeal from the United States District Court
for the Eastern District of Virginia, at Alexandria.
Gerald Bruce Lee, District Judge.
(CA-03-966-A)
Argued: September 29, 2004
Decided: September 6, 2005
Before WIDENER, TRAXLER, and GREGORY, Circuit Judges.
Reversed and remanded by published opinion. Judge Traxler wrote
the opinion, in which Judge Widener and Judge Gregory joined.

-- 1 of 14 --

COUNSEL
ARGUED: Richard Osgood Duvall, HOLLAND & KNIGHT, L.L.P.,
McLean, Virginia, for Appellant. Alan Arnold Pemberton, COVING-
TON & BURLING, Washington, D.C., for Appellee. ON BRIEF:
Jennifer A. Short, David B. Dempsey, Eric L. Yeo, HOLLAND &
KNIGHT, L.L.P., McLean, Virginia, for Appellant. Eugene D. Gul-
land, Jennifer L. Plitsch, Derron J. Blakely, COVINGTON & BURL-
ING, Washington, D.C., for Appellee. Peter D. Keisler, Assistant
Attorney General, Paul J. McNulty, United States Attorney, Douglas
N. Letter, Sushma Soni, UNITED STATES DEPARTMENT OF
JUSTICE, Washington, D.C., for Amicus Curiae.
OPINION
TRAXLER, Circuit Judge,
The Contract Disputes Act of 1978 (CDA or Act), 41 U.S.C.A.
§§ 601-613 (West 1987 & Supp. 2004), "is a comprehensive statutory
scheme for resolving contractual conflicts between the United States
and government contractors." United States v. J & E Salvage Co., 55
F.3d 985, 987 (4th Cir. 1995). In general terms, the CDA applies to
any "express or implied contract" entered into by an executive agency
of the United States Government for the procurement of property, ser-
vices, or construction. 41 U.S.C.A. § 602(a)(West 1987). District
courts do not have subject-matter jurisdiction over claims falling
within the scope of the CDA; a CDA claimant may seek relief only
through appeals to the appropriate agency or by filing suit in the
Court of Federal Claims. See 41 U.S.C.A. § 609(a)(1) (West Supp.
2004); J & E Salvage, 55 F.3d at 987 ("[F]ederal district courts lack
jurisdiction over government claims against contractors which are
subject to the CDA.").
In this case, the United Kingdom Secretary of State for Defence,
as represented by United Kingdom Ministry of Defence, Defence Pro-
curement Agency (UK MOD) filed this breach-of-contract action in
federal district court against Trimble Navigation Limited (Trimble).
UK MOD alleged that it was a third-party beneficiary of certain pro-
2 UNITED KINGDOM MINISTRY v. TRIMBLE NAVIGATION

-- 2 of 14 --

curement contracts between Trimble and the United States Govern-
ment and that Trimble breached those contracts. The district court
dismissed the action for lack of subject-matter jurisdiction, conclud-
ing that although UK MOD was not a party to the procurement con-
tracts, its claims nonetheless fell within the scope of the CDA. UK
MOD appeals.
As we explain below, we conclude that while the CDA applies to
disputes involving procurement contracts, its reach is limited to
claims by the Government against a contractor, or by a contractor
against the Government. Therefore, although UK MOD’s claims
relate to a procurement contract, this particular action does not fall
within the scope of the CDA. Accordingly, we reverse the decision
of the district court and remand for further proceedings.1
I.
Sales of certain military goods and services to foreign governments
are authorized by the Arms Export Control Act (AECA), 22 U.S.C.A.
§§ 2751-2796d (West 2004). One of the ways that such a sale can be
consummated is through a "procurement for cash sale": the foreign
government pays the United States Government in advance, the
United States Government enters into a contract with the supplier, and
the supplier provides the goods to the foreign government. This case
involves a dispute arising from just such a transaction.
The NAVSTAR GPS is a space-based, twenty-four satellite radio-
navigation system designed and deployed by the United States
Department of Defense (US DoD) that provides users with world-
wide, all-weather, three-dimensional positioning, velocity, and precise
time data. See United States Navy, NAVSTAR GPS, available at
http://www.chinfo.navy.mil/navpalib/policy/vision/vis02/vpp02-
ch3x.html (last visited May 9, 2005). The United Kingdom and four-
teen other North Atlantic Treaty Organization nations entered into a
1Although the United States is not a defendant in this action, the issue
in the case—the reach of the CDA—is one of great interest to the Gov-
ernment. We therefore invited the Government to file an amicus brief,
and we permitted the parties an opportunity to respond to the Govern-
ment’s arguments.
3 UNITED KINGDOM MINISTRY v. TRIMBLE NAVIGATION

-- 3 of 14 --

"Memorandum of Understanding" that permits them to use the GPS
system. The Memorandum of Understanding requires foreign govern-
ments to buy certain GPS-related equipment, including the auxiliary
output chips at issue here, through the Foreign Military Sales Program
and a "Letter of Offer and Acceptance."2 The Memorandum of Under-
standing informs participating nations that "[t]he general conditions
of the [Letter of Offer and Acceptance] will not be negotiable." J.A.
14.
In a July 1998 Letter of Offer and Acceptance, US DoD agreed to
"procure and furnish . . . on a non-profit basis" for UK MOD more
than 2,000 GPS-related "auxiliary output chips" manufactured by
Trimble, an approved U.S. company, J.A. 39, and US DoD entered
into four contracts with Trimble (the US DoD/Trimble contracts). The
US DoD/Trimble contracts were subject to the CDA, which by opera-
tion of law applies to every federal procurement contract. See 41
U.S.C.A. § 602(a)(1) ("[T]his chapter applies to any . . . contract
. . . entered into by an executive agency . . . for the procurement of
property . . . .").
The first chips were delivered to UK MOD in early 2000. Accord-
ing to UK MOD, approximately ninety-five percent of the auxiliary
output chips initially delivered by Trimble did not conform to the
applicable military specifications or standards and were returned for
repair or replacement. Trimble repaired or replaced the chips, but UK
MOD found that twenty percent of the repaired or replaced chips
were still defective. Problems with the chips persisted throughout
2000 and 2001. The problems caused delays in a UK MOD cruise
missile program and led to significantly increased costs on the part of
UK MOD.
UK MOD looked to the United States for assistance in recovering
2The Foreign Military Sales Program, set forth in the Security Assis-
tance Management Manual (SAMM), provides the policy governing the
United States Government’s sale of defense articles or services to foreign
governments and prescribes the use and contents of a Letter of Offer and
Acceptance for "the sale of defense articles and/or defense services."
SAMM § C.4.1, available at http://www.dsca.osd.mil/samm/ (last visited
May 9, 2005).
4 UNITED KINGDOM MINISTRY v. TRIMBLE NAVIGATION

-- 4 of 14 --

its costs from Trimble. The United States Air Force investigated UK
MOD’s claim, including a review of the chronology of events and the
burden of proof required to hold Trimble liable on various causes of
action. In January 2003, US DoD released the Air Force’s legal opin-
ion (concurred in by the Air Force’s General Counsel) explaining that
it could not recommend any action against Trimble. The Air Force’s
opinion stated that "[w]hile this may not be the answer that [UK
MOD] wanted, please be assured of [the United States’] continued
commitment that [the Defense Security Cooperation Agency] will
fully monitor this issue to ensure quality Gondola Auxiliary Output
Chips are delivered." J.A. 201.
UK MOD then brought this breach of contract action against Trim-
ble in federal district court, asserting diversity jurisdiction under 28
U.S.C.A. § 1332(a)(4). UK MOD alleged that Trimble breached the
US DoD/Trimble contracts by manufacturing defective auxiliary out-
put chips and that Trimble’s breach harmed UK MOD, a third-party
beneficiary of the US DoD/Trimble contracts. Trimble moved to dis-
miss UK MOD’s complaint. The district court granted Trimble’s
motion, finding that the Contract Disputes Act divested the court of
subject-matter jurisdiction over the dispute.3
UK MOD appeals from the district court’s order, arguing that, as
a matter of law, the CDA does not apply to its claims against Trimble.
UK MOD contends the CDA applies only to disputes between the
U.S. Government and its contractors and not to third-party beneficiary
suits brought by a foreign government against a contractor such as
Trimble.
II.
District courts have subject-matter jurisdiction over controversies
between "a foreign state, defined in section 1603(a) of this title, as
3Trimble also moved to dismiss UK MOD’s complaint for failure to
state a claim upon which relief could be granted because UK MOD was
not a third-party beneficiary of the US DoD/Trimble contracts and for
failure to join the United States as an indispensable party. The district
court declined to address these grounds for dismissal because it found the
issue of subject-matter jurisdiction dispositive.
5 UNITED KINGDOM MINISTRY v. TRIMBLE NAVIGATION

-- 5 of 14 --

plaintiff and citizens of a State or of different States," so long as the
amount in controversy exceeds $75,000.4 28 U.S.C.A. § 1332(a)(4)
(West 1993). Thus, the district court clearly has subject-matter juris-
diction over this case, unless the CDA applies so as to oust the court’s
jurisdiction. This jurisdictional question presents a legal issue that we
review de novo. See Tillman v. Resolution Trust Corp., 37 F.3d 1032,
1034 (4th Cir. 1994).
A.
Subject to certain exceptions not relevant here, the CDA applies to
"any express or implied contract . . . entered into by an executive
agency for . . . the procurement of property." 41 U.S.C.A. § 602(a)(1).
Because the US DoD/Trimble contracts were entered into by an exec-
utive agency and involve the procurement of property, the contracts
are subject to the CDA, a conclusion that no party disputes. There is
likewise no dispute that UK MOD’s claims against Trimble relate to
the CDA-covered contracts—UK MOD claims that Trimble breached
the procurement contracts that the United States Government entered
into to provide UK MOD with the auxiliary output chips it needed
and that, as a third-party beneficiary of those contracts, UK MOD is
entitled to bring this breach-of-contract action against Trimble. The
question presented by this case, however, is whether a claim made by
a third-party beneficiary that is related to a CDA-covered procure-
ment contract must be resolved under the procedures established by
the CDA. In our view, the language and framework of the CDA
require us to answer that question in the negative. See United States
Nat’l Bank of Or. v. Indep. Ins. Agents of Am., Inc., 508 U.S. 439, 455
(1993) (explaining that traditional principles of statutory construction
require us to "account for a statute’s full text"); Gracey v. Int’l Bhd.
of Elec. Workers, Local Union No. 1340, 868 F.2d 671, 675 (4th Cir.
1989) ("A court must endeavor to see a statute whole, not to construe
statutory sections or phrases in isolation.").
4Section 1603(a) defines a foreign state as including "a political subdi-
vision of a foreign state or an agency or instrumentality of a foreign
state." 28 U.S.C.A. § 1603(a) (West 1994). No party has argued that UK
MOD is not a political subdivision, agency, or instrumentality of the
United Kingdom or that the amount in controversy is less than $75,000.
6 UNITED KINGDOM MINISTRY v. TRIMBLE NAVIGATION

-- 6 of 14 --

Although the CDA applies to all procurement contracts, it is clear
from the structure of the Act that its "comprehensive scheme" for
resolving disputes applies only to claims by the Government against
a contractor or by a contractor against the Government. J & E Sal-
vage, 55 F.3d at 987. Section 605 sets forth the steps to initiate a
claim and provides only for the processing of "claims by a contractor
against the government relating to a contract," and for the processing
of "claims by the government against a contractor relating to a con-
tract." 41 U.S.C.A. § 605(a) (West Supp. 2004) (emphasis added).5
There is no language in section 605 explaining how claims by some-
one other than the Government or a contractor can be processed under
the CDA. Indeed, the CDA specifically limits the definition of a con-
tractor to "a party to a Government contract other than the Govern-
ment." 41 U.S.C.A. § 601(4) (West 1987) (emphasis added). That
section 605(a) focuses so specifically on (and only on) claims
between the Government and a contractor strongly suggests the CDA
5In its entirety 41 U.S.C.A. § 605(a) reads as follows:
All claims by a contractor against the government relating to
a contract shall be in writing and shall be submitted to the con-
tacting officer for a decision. All claims by the government
against a contractor relating to a contract shall be the subject of
a decision by the contacting officer. Each claim by a contractor
against the government relating to a contract and each claim by
the government against a contractor relating to a contract shall
be submitted within 6 years after the accrual of the claim. The
preceding sentence does not apply to a claim by the government
against a contractor that is based on a claim by the contractor
involving fraud. The contracting officer shall issue his decisions
in writing, and shall mail or otherwise furnish a copy of the deci-
sion to the contractor. The decision shall state the reasons for the
decision reached, and shall inform the contractor of his rights as
provided in this chapter. Specific findings of fact are not
required, but, if made, shall not be binding in any subsequent
proceeding. The authority of this subsection shall not extend to
a claim or dispute for penalties or forfeitures prescribed by stat-
ute or regulation which another Federal agency is specifically
authorized to administer, settle, or determine. This section shall
not authorize any agency head to settle, compromise, pay, or oth-
erwise adjust any claim involving fraud.
7 UNITED KINGDOM MINISTRY v. TRIMBLE NAVIGATION

-- 7 of 14 --

is applicable only to procurement-contract-related claims that are
made by these two entities.
This reading of section 605 is bolstered by a review of other provi-
sions of the CDA that establish additional procedures covering
contract-related claims by the Government against a contractor or by
a contractor against the Government. The CDA permits the Govern-
ment to appeal a contracting officer’s decision to the appropriate
Board of Contract Appeals. See 41 U.S.C.A. § 607(d) (West Supp.
2004). The Government may then appeal any adverse board decision
to the United States Court of Appeals for the Federal Circuit if the
head of the government agency involved in the dispute determines
that an appeal should be taken and the Attorney General approves of
such action. See 41 U.S.C.A. § 607(g)(1)(B)(West 1987); see also 28
U.S.C.A. § 1295(a)(10) (West 1993) (giving the Court of Appeals for
the Federal Circuit exclusive jurisdiction over final decision of
agency board of contract appeals under CDA). As to the contractor,
the CDA provides that he may appeal the contracting officer’s deci-
sion either to the appropriate Board of Contract Appeals or to the
Court of Federal Claims. See 41 U.S.C.A. § 606 (West 1987)
("Within ninety days from the date of receipt of a contracting officer’s
decision under section 605 of this title, the contractor may appeal
such decision to an agency board of contract appeals, as provided in
section 607 of this title." (emphasis added)); id. § 609(a)(1) ("[I]n lieu
of appealing the decision of the contracting officer under section 605
of this title to an agency board, a contractor may bring an action
directly on the claim in the United States Court of Federal Claims,
notwithstanding any contract provision, regulation, or rule of law to
the contrary." (emphasis added)).
Moreover, the Court of Federal Claims—the trial court authorized
to hear CDA disputes—has no jurisdiction to return a judgment
against a private party. See 28 U.S.C.A. § 1491(a)(1) (West Supp.
2004) ("The United States Court of Federal Claims shall have juris-
diction to render judgment upon any claim against the United States
. . . ."); United States v. Sherwood, 312 U.S. 584, 588 (1941) (noting
that jurisdiction of Court of Claims "is confined to the rendition of
money judgments in suits brought for that relief against the United
States, and if the relief sought is against others than the United States
the suit as to them must be ignored as beyond the jurisdiction of the
8 UNITED KINGDOM MINISTRY v. TRIMBLE NAVIGATION

-- 8 of 14 --

court" (internal citations omitted)). To read the CDA as Trimble and
the Government urge would thus be the end of UK MOD’s claims,
because such an interpretation would require UK MOD to proceed in
a forum that lacks the authority to grant it any relief. We simply do
not find the language of the CDA to be nearly broad enough to sup-
port the conclusion that Congress intended to deprive parties in any
way connected to a federal procurement contract of legal rights and
remedies that they would clearly be entitled to exercise but for their
connection to the procurement contract. See, e.g., Roedler v. Dep’t of
Energy, 255 F.3d 1347, 1351 (Fed. Cir. 2001) (recognizing that third-
party beneficiaries of a government contract may assert claims in
accordance with third-party beneficiary law and the federal common
law governing government contracts, with no mention of the potential
application of the CDA); D&H Distrib. Co. v. United States, 102 F.3d
542, 546 (Fed. Cir. 1997) (recognizing subcontractor’s third-party
beneficiary claim against Government relating to payment clause of
a federal procurement contract, again without mention of the CDA).
Other courts have reached similar conclusions about the reach of
the CDA. For example, both the Sixth and the Ninth Circuit Court of
Appeals have rejected the contention that the CDA governs a subcon-
tractor’s suit against a prime contractor to a federal procurement con-
tract. The courts noted that the subcontractor’s dispute was not
against the Government and emphasized that the CDA did not divest
district courts of jurisdiction over suits to which the United States was
not a party. See Performance Contracting, Inc. v. Seaboard Sur. Co.,
163 F.3d 366, 371 (6th Cir. 1998) (finding "it . . . a well-established
proposition that [under the CDA] a contracting officer has no jurisdic-
tion to resolve disputes between a general contractor and a subcon-
tractor" because such claims "are not against the government");
Navcom Def. Elecs., Inc. v. Ball Corp., 92 F.3d 877, 879-81 (9th Cir.
1996) (rejecting argument that subcontractor’s claim against prime
contractor should have been submitted to a contracting officer under
the CDA, reasoning in part that subcontractor’s claim was not against
the Government); see also United States v. Miller-Stauch Constr. Co.,
904 F. Supp. 1209, 1212 (D. Kan. 1995) (rejecting application of the
CDA where subcontractor sued contractor under subcontract provid-
ing that the parties shall resolve disputes under the CDA; reasoning
in part that "[b]y its own plain terms, the CDA encompasses only
claims or disputes in which the government is a party and makes no
9 UNITED KINGDOM MINISTRY v. TRIMBLE NAVIGATION

-- 9 of 14 --

provision for disputes or claims between contractors"); Riley Elec.
Co. v. Am. Dist. Tel. Co., 715 F. Supp. 813, 819 (W.D. Ky. 1989)
(finding CDA inapplicable to dispute between two contractors as the
Act "makes no mention of claims between contractors; it speaks only
of claims between a contractor and the government").
Therefore, because UK MOD’s claims against Trimble are neither
"claims by a contractor against the government" nor "claims by the
government against a contractor relating to a contract," 41 U.S.C.A.
§ 605(a) (emphasis added), we believe that the CDA simply is not
applicable to UK MOD’s claims and does not divest the district court
of subject-matter jurisdiction over this action.
B.
The Government and Trimble, however, point out that the purpose
of the CDA is to ensure that government contracts are interpreted
consistently by specialized contracting officers and administrative and
judicial forums. They insist that to view UK MOD’s claims as beyond
the reach of the CDA would be inconsistent with Congress’s purpose
in enacting the CDA. Because this argument elevates legislative his-
tory over clear and unambiguous statutory text in order to determine
congressional intent, we cannot agree.
Courts indulge "a strong presumption that Congress expresses its
intent through the language it chooses. Therefore, when the terms of
a statute are clear and unambiguous, our inquiry ends and we should
stick to our duty of enforcing the terms of the statute as Congress has
drafted it." Sigmon Coal Co. v. Apfel, 226 F.3d 291, 305 (4th Cir.
2000) (citation and internal quotations marks omitted), aff’d by Barn-
hart v. Sigmon Coal Co., Inc., 534 U.S. 438 (2002). Here, the words
of the CDA are plain and unambiguous, and the Act’s statutory
scheme is coherent and consistent. Thus, our inquiry is at an end. See
United States v. Ron Pair Enters., 489 U.S. 235, 242 (1989) ("The
plain meaning of legislation should be conclusive, except in the rare
cases in which the literal application of a statute will produce a result
demonstrably at odds with the intentions of its drafters." (citation and
internal quotation marks and alteration omitted)).
Nonetheless, even if we were to stray beyond the clear statute to
determine congressional intent, the CDA’s legislative history only
10 UNITED KINGDOM MINISTRY v. TRIMBLE NAVIGATION

-- 10 of 14 --

strengthens our plain language interpretation of the Act. Prior to the
CDA’s enactment, the system of dispute resolution for claims by or
against the Government was a "restrictive and uncoordinated" combi-
nation of "contract provisions, agency regulations, judicial decisions,
and statutory coverage . . . too expensive and time consuming," and
without the "procedural safeguards and other elements of due process
that should be the right of litigants." S. Rep No. 95-1118, at 2-4,
reprinted in 1978 U.S.C.C.A.N. 5235, 5236-38. In enacting the CDA,
Congress sought to provide "a fair, balanced, and comprehensive stat-
utory system of legal and administrative remedies in resolving gov-
ernment contract claims" to "insure fair and equitable treatment to
contractors and government agencies." Id. at 1, 1978 U.S.C.C.A.N.
at 5235 (emphasis added).
The legislative history thus suggests that the purpose of the CDA
was to provide an efficient and fair remedial scheme in which to settle
claims by or against the Government. There is no indication that Con-
gress perceived any problem with the manner in which contract
claims between non-governmental parties were being resolved or that
Congress intended the CDA to have any applicability to such dis-
putes.
Federal agencies, the Court of Federal Claims, and the Court of
Appeals for the Federal Circuit, of course, have developed an exper-
tise in resolving federal procurement contract claims by and against
the Government. And while Congress when enacting the CDA recog-
nized the workload and relative lack of expertise of the district courts,
see id. at 10, 1978 U.S.C.C.A.N. at 5244, there simply is no statutory
provision that would permit claims like those asserted by UK MOD
to be brought under the CDA. A brief mention of congressional con-
cern about district courts’ lack of expertise over procurement-related
claims cannot justify an expansion of the CDA beyond that permitted
by the plain language and structure of the Act.
Indeed, the law generally applicable to government contract claims
is the same as would be applied in any commercial breach of contract
suit. See Franconia Assocs. v. United States, 536 U.S. 129, 141
(2002) ("When the United States enters into contract relations, its
rights and duties therein are governed generally by the law applicable
to contracts between private individuals." (internal quotations marks
11 UNITED KINGDOM MINISTRY v. TRIMBLE NAVIGATION

-- 11 of 14 --

omitted)); United States v. Bankers Ins. Co., 245 F.3d 315, 321 (4th
Cir. 2001) ("It is well settled that, when the United States is a party
to a contract, ordinary principles governing contracts and their inter-
pretation remain applicable."). UK MOD contends that its claims
against Trimble are subject to ordinary principles of contract law and
neither the Government nor Trimble have demonstrated otherwise.
The district court is certainly qualified to apply ordinary principles of
contract law to resolve UK MOD’s claims against Trimble.
Accordingly, we find nothing in the legislative history that is
inconsistent with our conclusion that UK MOD’s claims do not fall
within the reach of the CDA.
C.
Trimble and the Government also urge us to adopt the district
court’s reasoning below that because UK MOD’s rights, as an alleged
third-party beneficiary, are dependent on the terms of the US
DoD/Trimble contracts, the CDA divests the district court of jurisdic-
tion over UK MOD’s suit. That is, because UK MOD can only assert
rights due the Government and the Government is bound by the pro-
cedures of the CDA, then UK MOD must also be bound. See, e.g.,
Richard A. Lord, 13 Williston on Contracts § 37:23, at 149 (4th ed.
2000) ("More colloquially stated: It is clear that a third party benefi-
ciary’s right to enforce a contract cannot rise higher than the rights
of the contracting party through whom he claims. This means that
third party beneficiaries must take their contracts as they find them—
the good with the bad." (footnote and internal quotation marks omit-
ted)).
We find this argument unavailing for the reasons previously stated.
Congress, acting pursuant to its authority under the United States
Constitution, creates federal subject matter jurisdiction by statute.
See, e.g., U.S. Const. Art. I, § 8, cl. 9 (vesting Congress with the
power to "constitute Tribunals inferior to the supreme Court"); U.S.
Const. Art. III, § 1 ("The judicial Power of the United States, shall be
vested in one supreme Court, and in such inferior Courts as the Con-
gress may from time to time ordain and establish."); 28 U.S.C.A.
§§ 1330-1369 (West 1993 & Supp. 2004) (providing for the jurisdic-
tion of the district courts). While certainly the rules governing third-
12 UNITED KINGDOM MINISTRY v. TRIMBLE NAVIGATION

-- 12 of 14 --

party beneficiaries will be important as this case progresses in the dis-
trict court, we do not see in the language of the CDA an intent on the
part of Congress to restrict jurisdiction beyond that which is explicit.
The plain language and the enforcement mechanisms in the CDA
tightly limit the parties whose coverage is contemplated and this
restriction must be enforced as written.
III.
Finally, Trimble argues that, in the event the court finds that the
district court has subject-matter jurisdiction pursuant to 28 U.S.C.
§ 1332, the court may affirm the district court’s decision to dismiss
UK MOD’s suit based on the alternative ground that UK MOD is not
a third-party beneficiary of the US DoD/Trimble contracts. We
decline to reach this issue on appeal. While there is some dispute as
to the appropriate test to be applied, both parties agree upon the first
prong of the third-party beneficiary test—that is, "the contract must
reflect the intent to benefit the third-party." Montana v. United States,
124 F.3d 1269, 1273 (Fed. Cir. 1997). "[W]hen determining whether
the parties to the contract intended to bestow a benefit on a third
party, a court may look beyond the contract to the circumstances sur-
rounding its formation." Beverly v. Macy, 702 F.2d 931, 940 (11th
Cir. 1983); accord Richard A. Lord, 13 Williston on Contracts § 37:8
(4th ed. 2000). A determination of the parties’ intent, based upon both
the relevant contract and the circumstances surrounding the contract,
involves a fact-sensitive inquiry that is most prudently considered in
the first instance by the district court.6
IV.
For the reasons discussed above, we reverse the decision of the dis-
6We note, in particular, that the issues raised by the Government in its
brief related to the United States’ deliberate retention of control over the
sale of sensitive U.S. military defense articles, such as the auxiliary out-
put chips, to the United Kingdom through the Foreign Military Sales Pro-
gram may be relevant to the merits of UK MOD’s alleged third-party
beneficiary action against Trimble. Thus, we simply conclude that the
district court has subject-matter jurisdiction over this suit. We express no
opinion on the ultimate viability of UK MOD’s contract claims.
13 UNITED KINGDOM MINISTRY v. TRIMBLE NAVIGATION

-- 13 of 14 --

trict court and remand for further proceedings consistent with this
opinion.
REVERSED AND REMANDED
14 UNITED KINGDOM MINISTRY v. TRIMBLE NAVIGATION

-- 14 of 14 --