CBCA 8336

GRANTED IN PART: June 2, 2025 CBCA 8336 TRANSOX, INC., Appellant, v. DEPARTMENT OF VETERANS AFFAIRS, Respondent. Timothy A. Furin and Gregory Winter of Scale LLP, San Francisco, CA, counsel for Appellant. David G. Fagan, Office of General Counsel, Department of Veterans Affairs, Bend, OR, counsel for Respondent. LESTER, Board Judge. Appellant, TransOx, Inc. (TransOx), seeks an equitable adjustment of $135,805.67, plus interest under the Contract Disputes Act (CDA), 41 U.S.C. § 7109 (2018), under a contract through which it provides home oxygen services to Department of Veterans Affairs (VA) medical center outpatients. TransOx asserts that, under the terms of its contract, it is entitled to recover a “one time delivery fee” for each contractor-purchased item that it delivers to a VA outpatient. The VA, challenging TransOx’s position, argues that the contract unambiguously limits the “one time delivery fee” to one-time or one-off deliveries of equipment to a VA outpatient that TransOx must make outside the context of its regular monthly visits to each patient. The parties’ one-time delivery fee dispute is largely one of contract interpretation. TransOx’s equitable adjustment request also includes legal fees that TransOx incurred in attempting to negotiate a resolution to the parties’ dispute before it CBCA 8336 2 submitted a certified claim and interest on its original unpaid invoices under the Prompt Payment Act (PPA), 31 U.S.C. §§ 3901-3907. TransOx elected to have this appeal decided under the small claims procedure identified in Rule 52(a) of the Board’s Rules (48 CFR 6101.52 (2024)), which implements section 7106(b) of the CDA, 41 U.S.C. § 7106(b). Pursuant to the CDA, “[a]n appeal under the small claims procedure shall be resolved, whenever possible, within 120 days from the date the contractor elects to use the procedure.” Id. § 7106(b)(3). Consistent with that statutory provision, the Board has worked to ensure issuance of a decision in this appeal by June 2, 2025, to satisfy that 120-day deadline. The parties have agreed to have the Board decide this appeal on the written record, without a live hearing, consistent with Board Rule 19. The Board’s decision here, issued by a single judge as permitted by Rule 52(c), “is final and conclusive and may not be set aside except in cases of fraud.” 41 U.S.C. § 7106(b)(4). It has “no value as precedent for future cases.” Id. § 7106(b)(5). Findings of Fact I. The Contract On February 28, 2024, the VA awarded TransOx contract no. 36C24924D0025 (the contract), an indefinite-delivery indefinite-quantity (IDIQ) contract to provide home oxygen services to VA outpatients throughout the Tennessee Valley Healthcare System (TVHS), the James H. Quillen VA Medical Center in Mountain Home, Tennessee (Mountain Home VAMC or Mt Home); and the Memphis VA Medical Center (Memphis VAMC) catchment areas. Exhibit 1 at VA000001, VA000007. It guaranteed a minimum purchase of at least $2000 in services and set a maximum quantity of $30 million. Id. at VA000045.1 The contract, which had an effective date of April 1, 2024, provided for a one-year base period, plus four one-year extension options. Id. at VA000001, VA000009. Under the contract, TransOx was required to “furnish all labor, supplies, delivery, after-hours support, and storage of equipment, maintenance, and incidentals to provide home 1 In a declaration filed with the Board, TransOx’s president informed the Board that the maximum value of the contract is $42,830,121. Rebuttal Declaration of Justin Schaeffer (May 12, 2025) ¶ 5. The Board cannot find that dollar figure in the version of the contract that is contained in the Rule 4 appeal file. Nevertheless, the ceiling amount of the contract is irrelevant to this decision. CBCA 8336 3 oxygen services to all beneficiaries,” with services to “include delivery, set-up, education, pick-up, cleaning, and preventative maintenance” of both “vendor provided and Government supplied equipment.” Exhibit 1 at VA000007 (§ 3); see id. (§ 2: “Contractor is responsible for delivery and associated services related to delivery/proper use of equipment.”).