Summary
The Armed Services Board of Contract Appeals denied the parties’ cross-motions for summary judgment in PAE Aviation and Technical Services, LLC’s claim for a price adjustment under FAR 52.222-43. The claim arose from wage increases under a 2023 collective bargaining agreement and the government’s notices concerning exercise of an option period. The Board found that the record was insufficiently developed to determine whether the government’s notices complied with FAR 22.1010.
Topics
Practice areas
Questions Presented
- Whether the government's May 22, 2023 notices to PAE and the union complied with the written-notification requirements of FAR 22.1010.
- Whether the available record was sufficiently developed to permit summary judgment concerning PAE's entitlement to a price adjustment under FAR 52.222-43.
- Whether the government's notice and timing arguments under FAR 22.1010 and FAR 22.1012-2(b) resolved the claim as a matter of law.
Holdings
- Summary judgment was inappropriate because the record was not sufficiently developed and material factual questions remained concerning the meaning, authorization, receipt, and interpretation of the communications stating that a contract modification would be executed "within the month."
- Notice to the union cannot substitute for notice to the contractor, and the government's constructive-notice argument was rejected.
Key quotations
“Our cases resolutely demand strict enforcement of notice provisions with respect to options.” (at 11)
“Notice to one cannot substitute for notice to the other.” (at 11)
“The present record is not sufficiently developed for this Board to determine why the contract specialist indicated that a contract modification would be issued “within the month”” (at 12)
Factual background
The Air Force awarded PAE an indefinite-quantity Contract Field Team services contract and later issued a task order containing option periods and provisions concerning Service Contract Labor Standards and price adjustments. The government sent PAE and the union notices on May 22, 2023, concerning the possible exercise of Option Period II, but the notices did not specify the date on which the option would be exercised or a contract modification issued. The government and PAE later executed bilateral Modification No. P00019 on June 27, 2023, extending performance, and PAE subsequently submitted a new collective bargaining agreement and claimed more than $1.6 million in labor-cost adjustments. The record lacked several contract attachments and correspondence relevant to the parties' understanding and the adequacy of the notices.
Procedural history
The Air Force contracting officer denied PAE's certified claim on March 26, 2024. PAE timely filed a notice of appeal on May 21, 2024, and the Board docketed the appeal as ASBCA No. 63911. After the parties filed cross-motions for summary judgment, the Board denied both motions because the record was insufficiently developed and material factual questions remained concerning the adequacy of the government's notices under FAR 22.1010.