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Johnson Controls World Servs. v. United States

United States Court of Federal Claims

June 18, 1999, Filed

No. 97-357C

Opinion

 [*336]  OPINION

MILLER, Judge.

This matter is under consideration for the third time as part of a continuing series of motions by plaintiff to dismiss government counterclaims for pension plan surpluses and related amounts. In its motion to dismiss, plaintiff challenges the court's jurisdiction over the Government's claims against plaintiff because plaintiff is not the "contractor" as defined by the Contract Disputes Act of 1978, 41 U.S.C.A. §§ 601-613 (West 1987 & Supp. 1999), or, in the alternative, because the subject contract [**2]  was never assigned or transferred to plaintiff's predecessor in interest from its parent corporation. To the extent that argument is deemed necessary, it will be deferred with respect to one issue.

FACTS

The following facts are undisputed, unless otherwise noted. On September 17, 1977, the United States Air Force and Pan American World Airways, Inc. ("Airways"), executed Contract No. F08606-78-C-0004 (the "1978 ETR contract") for the performance of operation and maintenance services on the Eastern Test Range (the "ETR"). The Aerospace Services Division ("ASD") of Airways was responsible for the management and administration of the contract. 1 [**3]  Effective January 1, 1980, Airways established a new 100%-owned subsidiary, Pan American World Services, Inc. ("PAWS"). As part of this corporate reorganization, ASD, including all of its assets associated with the performance of the 1978 ETR contract, was transferred from Airways to PAWS, and Airways acquired the shares of PAWS held by Airways executives. 2

On March 3, 1982, Charles C. Gilbert, Vice President, ASD, PAWS, sent a letter to the Air Force explaining:

The activities of the [ETR] Project of [Airways] have been under the internal corporate management of [PAWS], a wholly owned subsidiary of [Airways] since January 1, 1980. [PAWS]  [**4]  is a Florida corporation and our [ETR] Project is a segment of the [ASD] of [PAWS].

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44 Fed. Cl. 334 *; 1999 U.S. Claims LEXIS 140 **

JOHNSON CONTROLS WORLD SERVICES, INC., Plaintiff, v. THE UNITED STATES, Defendant.

Disposition:  [**1]  Plaintiff's Motion to Dismiss for Lack of Subject Matter Jurisdiction denied in part.

CORE TERMS

contractor, Modification, subsidiary, contracts, credits, motion to dismiss, transferred, implied-in-fact, reorganization, counterclaim, assigned, parties, subcontractor, Refunds, rights, operation of law, rights and obligations, circumstances, signatory, Amounts, lack of subject matter jurisdiction, Anti-Assignment Act, documents, novation, privity, surety, predecessor in interest, government contract, final decision, pension fund

Civil Procedure, Subject Matter Jurisdiction, Jurisdiction Over Actions, General Overview, Responses, Defenses, Demurrers & Objections, Motions to Dismiss, Motions to Dismiss, Failure to State Claim, Dismissal, Involuntary Dismissals, Failure to State Claims, Judgments, Pretrial Judgments, Judgment on Pleadings, Public Contracts Law, Dispute Resolution, Contract Disputes Act, Business & Corporate Compliance, Contracts Law, Types of Contracts, Guaranty Contracts, Bids & Formation, Subcontractors & Subcontracts, Subcontractors, Privity, Contract Performance, Assignment & Novation, Defenses, Novation, Contracts Law, Standards of Performance, Assignments, Express Contracts, Administrative Law, Sovereign Immunity, Governments, Courts, Courts of Claims