CBCA 8366

DISMISSED FOR LACK OF JURISDICTION: June 30, 2025 CBCA 8366 UNLIMITCOMP, LLC, Appellant, v. DEPARTMENT OF VETERANS AFFAIRS, Respondent. Mark W. Bernlohr and Clay K. Keller of Jackson Kelly PLLC, Akron, OH, counsel for Appellant. Laetitia C. Coleman, Office of General Counsel, Department of Veterans Affairs, Arlington, TX, counsel for Respondent. Before Board Judges O’ROURKE, KANG, and VOLK. O’ROURKE, Board Judge. Appellant, UnlimitComp, LLC (UnlimitComp), appealed the denial of its claim for costs relating to a subcontract it had with a party to a federal contract. Respondent, the Department of Veterans Affairs (VA), filed a motion to dismiss the appeal for lack of jurisdiction due to appellant’s status as a subcontractor. Instead of responding to the VA’s motion, appellant requested a voluntary dismissal of its appeal without prejudice, asserting that a dismissal for lack of jurisdiction is essentially a dismissal without prejudice. The Board’s rules prioritize a dismissal on jurisdictional grounds regardless of the parties’ views on disposition. Because we find that we lack jurisdiction to decide this appeal, we dismiss it for lack of jurisdiction. CBCA 8366 2 Background The VA awarded a contract to AmFirst Cornerstone Joint Venture One, LLC (ACJV), on February 22, 2023. The purpose of the contract was to perform specified electronic health records modernization (EHRM) infrastructure upgrades at the Black Hills Veterans Affairs Medical Center in Meade County, South Dakota. UnlimitComp is an Ohio limited liability company engaged in the business of providing information systems hardware and software.1 Two months after the VA awarded the contract to ACJV, UnlimitComp and one of the joint venture partners, American First Contracting, Inc. (AmFirst), a service-disabled veteran-owned small business based in Illinois, entered into a subcontract agreement in support of the ACJV contract. UnlimitComp maintains that in performing work on the EHRM contract as a subcontractor, it incurred costs in the amount of $517,132 and provided a $2.5M payment and performance bond for the duration of the project. In January 2024, the VA terminated the ACJV contract for convenience. The VA and ACJV reached an agreement on a termination settlement proposal, and the VA paid the settlement. ACJV did not sponsor a claim on behalf of UnlimitComp as part of that termination settlement negotiation, and neither ACJV nor the VA returned UnlimitComp’s performance bond. The VA stated that ACJV signed a release of claims pursuant to the payment of the settlement. The record includes emails from January 2025—one year after the contract was terminated—between UnlimitComp and representatives from the other partner of the Illinois joint venture, Cornerstone Contracting, Inc. (Cornerstone). The VA is copied on some, but not all, of the email messages that pertain to subcontractor payments. In one particular message to UnlimitComp, a Cornerstone representative referred to a payment in the amount of $146,014.48, stating, “This is a final payment per the Federal Government that we have received on your behalf.” In another email message, the Cornerstone representative stated, “This is the final payment issued by the Government, which is well documented.” But the representative did not provide to appellant any documentation relating to the proposed payment. The representative stated, “As this is a final payment, per your contract, you are required to sign a final release.” A release of claims was attached to the email. Appellant responded that it was willing to accept the offer of $146,014.48 as a partial payment but would not accept that amount as the final payment. Appellant also refused to sign the release and demanded that its bond be returned. 1 But see Exhibit A to the Notice of Appeal and Complaint, “Subcontractor Agreement,” which states: “Subcontractor is a licensed & Bonded Electrical Construction Company in the State of Michigan.” CBCA 8366 3 On March 3, 2025, appellant filed an appeal with the Board based on an alleged contracting officer’s final decision. One month later, the VA filed a motion to dismiss the appeal for lack of jurisdiction based on the fact that appellant was not a party to respondent’s contract with ACJV, and therefore, appellant had no standing to file an appeal with the Board pursuant to that contract.