CBCA 6696

DISMISSED: January 28, 2021 CBCA 6696 HUDSON GENERAL CONTRACTOR, INC., Appellant, v. DEPARTMENT OF THE INTERIOR, Respondent. Charles R. Hudson, IV, Chief Operations Officer of Hudson General Contractor, Inc., Springfield, VA, appearing for Appellant. Lisa Buechler, Office of the Solicitor, Department of the Interior, Lakewood, CO, counsel for Respondent. Before Board Judges BEARDSLEY, DRUMMOND, and CHADWICK. DRUMMOND, Board Judge. The Department of the Interior (respondent or Interior) voided the contract with Hudson General Contractor, Inc. (appellant or HGCI) after determining that HGCI lacked the ability to contract, and moved for summary judgment to dismiss with prejudice because HGCI lacked standing to bring this appeal. Interior’s motion is granted. The appeal is dismissed. CBCA 6696 2 Background In September 2019, HGCI, acting through Charles R. Hudson, IV, as chief operations officer, entered into a fixed-price contract with the National Park Service (NPS), an agency within Interior. The contract was for construction work at a national park in Ohio. In November 2019, NPS terminated HGCI’s contract for default for reasons not relevant to Interior’s motion. HGCI filed this appeal in December 2019. Interior discovered that HGCI was no longer a viable Virginia corporation. On August 31, 2013, HGCI had been administratively terminated by the state for failure to file an annual report and pay the annual registration fee. Five years later, in August 2018, HGCI was permanently dissolved with no right of reinstatement.1 Mr. Hudson acknowledges that HGCI’s corporate existence was not renewed due to a decision by HGCI’s president. The record contains no evidence that HGCI was licensed to operate in any state as a corporation or in any other legal capacity or name after August 31, 2018. Discussion Interior has moved for summary judgment. Resolving a dispute on such a motion is appropriate when the moving party is entitled to judgment as a matter of law, based on undisputed material facts. See Board Rule 8(f) (48 CFR 6101.8(f) (2020)); Marine Metal, Inc. v. Department of Transportation, CBCA 537, 07-1 BCA ¶ 33,554. The moving party bears the burden of demonstrating the absence of genuine issues of material fact. See Celotex Corp. v. Catrett, 477 U.S. 317 (1986). “Where the record taken as a whole could not lead a rational trier of fact to find for the non-moving party, there is no ‘genuine issue for trial.’” Matsushita Electric Industrial Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). After examining the record, we conclude that the material facts are undisputed. The issue presented here is a legal issue and appropriate for resolution through summary judgment. The capacity of a corporation to maintain an action before the Board is determined by the law of the state under which that entity was organized. See TAS Group, Inc. v. Department of Justice, CBCA 52, 07-2 BCA ¶ 33,630. In support of its motion, 1 Both Va. Code § 13.1-754 and Va. Code § 13.1-916 establish an identical five- year timeframe for reinstatement. See Appeal File, Exhibit 23 (sworn statement from the Virginia State Corporation Commission dated January 14, 2020, confirming HGCI’s termination in 2013 and ineligibility for reinstatement after August 31, 2018). Va. Code § 13.1-614, “Hearing and finality of Commission action; injunctions,” provides in part, that only the Supreme Court has jurisdiction to review, reverse, correct, or annul Commission actions. CBCA 6696 3 Interior provided documentary evidence that HGCI had been incorporated under the laws of the State of Virginia, but became permanently dissolved and ineligible for reinstatement. HGCI filed an opposition, but failed to identify any genuine issue of material fact despite Board orders directing HGCI to do so. HGCI made only vague, conclusory, and unsupported arguments to the effect that it was reinstated as a Virginia corporation in May 2020. Alternatively, HGCI argues that it never represented itself as a corporation prior to contracting with Interior and suggests that it was reorganized as a different entity.