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United Int'l Investigative Services v. United States

United States Claims Court

July 20, 1992, Filed

No. 407-89C


 [*895]  OPINION 

Futey, Judge.

This government contract case is before the court on defendant's motion to dismiss plaintiff's amended complaint for lack of subject matter jurisdiction. Plaintiff contracted with the United States to supply security services, and seeks compensation for expenses incurred in complying with various United States Department of Labor (DOL) wage determinations. In its motion, defendant asserts that plaintiff lacks privity of contract with defendant, and, accordingly, the court lacks jurisdiction over plaintiff's amended complaint. In addition, defendant contends that the court lacks jurisdiction over plaintiff's claim as it falls within the labor standards disputes provision of the contract. Plaintiff counters that the contract's general disputes provision governs its claim, and, consequently, the claim is properly before [**2]  the court. For the reasons stated below, the court finds privity of contract between the parties, but, in accordance with the labor standards disputes provision of the contract, dismisses part of plaintiff's amended complaint for lack of subject matter jurisdiction.

Factual Background 

Plaintiff, United International Investigative Services (United International), is one of two closely held corporations whose existence factors into the issues presently before the court. The other corporation is United Security Unlimited, Inc. (United Security). Both were incorporated in the State of California -- United Security on January 7, 1981, and United International on February 10, 1986. Mr. William J. Guidice (Guidice) was the president and chief executive officer of both corporations.

On August 16, 1985, the United States Air Force (Air Force) issued an invitation for sealed bids on a contract to provide security services at New Boston Air Force Station, Amherst, New Hampshire. Performance was to begin on October 1, 1985, and run for a year, until September 30, 1986, with the Air Force receiving options to renew for fiscal years 1987, 1988, and 1989. However, the contract was not [**3]  awarded until December 18, 1985, when United Security received Contract No. F19650-86-C0003. By modification entered into that same day, performance was to run from January 1, 1986 until October 1, 1986.

The contract was subject to the Service Contract Act of 1965 (SCA), 41 U.S.C. §§ 351-58, and incorporated a DOL wage determination that prescribed minimum hourly wage rates and fringe benefits for certain classes of service employees. See 29 C.F.R. § 4.3. The contract also contained a Performance Work Statement (PWS), which described in detail the services to be performed under the contract and established minimum qualifications for the various personnel required by the contract.

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26 Cl. Ct. 892 *; 1992 U.S. Cl. Ct. LEXIS 337 **; 38 Cont. Cas. Fed. (CCH) P76,369



labor standards, modification, disputes, allegations, contractor, parties, provisions, employees, contracting, conformed, misrepresentation, implied-in-fact, plaintiff's claim, contract provision, successor-in-interest, subject matter jurisdiction, amended complaint, service employee, obligations, name change, police officer, no evidence, determinations, contractual, regulations, bargaining, decisions, contends, withheld, appeals

Civil Procedure, Responses, Defenses, Demurrers & Objections, Motions to Dismiss, Public Contracts Law, Contract Performance, Assignment & Novation, Voiding Contracts, General Overview, Contracts Law, Affirmative Defenses, Fraud & Misrepresentation, Business & Corporate Compliance, Contracts Law, Defenses, Novation, Mergers & Acquisitions Law, General Business Considerations, Types of Contracts, Contracts Implied in Fact, Contract Formation, Acceptance, Meeting of Minds, Material Misrepresentations, Remedies, Ratification, Misrepresentation, Rescission & Redhibition, Dispute Resolution, Contract Disputes Act, Jurisdiction, Subject Matter Jurisdiction, Jurisdiction Over Actions, Jurisdiction