ASBCA 59259

ARMED SERVICES BOARD OF CONTRACT APPEALS Appeal of -- ) ) Freedom Systems, LLC ) ASBCA No. 59259 ) Under Contract No. W912C6-12-C-0005 ) APPEARANCE FOR THE APPELLANT: Mr. Reginald B. McFadden President & CEO APPEARANCE FOR THE GOVERNMENT: Raymond M. Saunders, Esq. Army Chief Trial Attorney CPT Ahsan M. Nasar, JA Trial Attorney OPINION BY ADMINISTRATIVE JUDGE THRASHER ON THE GOVERNMENT'S MOTION FOR SUMMARY JUDGMENT Appellant, Freedom Systems, LLC (Freedom), appealed a contracting officer's final decision (COFD) denying appellant's sponsored claim of its subcontractor Wyndham Hotel Management, Inc. (Wyndham), in the amount of $820,800.00 in cancellation fees. The government asserts Wyndham provided appellant and the government a written release fully releasing appellant from any claims Wyndham might pursue against appellant related to the contract. Therefore appellant's appeal is barred by the Severin doctrine, entitling the government to a judgment as a matter of law. Freedom opposes the motion. We grant the government's motion. STATEMENT OF FACTS (SOF) FOR PURPOSES OF THE MOTION 1. On 10 November 2011, the Army Reserve Contracting Center - Fort Jackson, South Carolina (government), awarded Contract No. W912C6-12-C-0005 to Freedom to provide support services for eight Yell ow Ribbon Reintegration Programs (Events) scheduled to occur between 18 November 2011 and 16 September 2012 (R4, tab 1 at 1, 13 ). The Yellow Ribbon Events are Congressionally mandated programs that assist National Guard and Reserve Soldiers and their families in transitioning back to civilian life from a military deployment (mot. ii 2). 2. On 5 December 2011, Freedom entered into a Hotel Group Event Agreement with Wyndham (R4, tab 7 at 12). The agreement included a cancellation clause permitting Freedom to cancel a scheduled event upon providing notice to Wyndham prior to the scheduled event and payment of $136,800.00 per each canceled event (id. at 8).  3. The government held the contracted events in Orlando, Florida, from November 2011 to September 2012 (R4, tab 1 at 13; app. resp. to answer ii 16). On 9 January 2012, the contracting officer (CO) informed Freedom of numerous complaints received regarding the poor quality of services offered at the Wyndham Orlando Resort during the December 2011 event and asked Freedom to propose a new hotel for the remaining events (R4, tab 9). Thereafter, on 23 January 2012, the contract administrator informed Freedom that the customer had decided to reschedule the February 2012 event to 27-29 April 2012 and had "decided on the Rosen for all trips" (R4, tab 14 at 1). 4. By email, on 25 January 2012, appellant confirmed that it was able to accommodate the change in venue and the new date (R4, tab 16 at 1). 5. Freedom completed performance of the remaining events by 30 September 2012 (app. resp. to answer ii 16). 6. On 31July2013, appellant submitted a claim in the amount of$820,800.00 stating: [T]his claim [is] for payment of subcontract cancellation damages to Wyndham pursuant to the "Cancellation Policy" provision of the committed subcontracts executed in the performance of the prime contract W912C6-12-C-0005. Freedom Systems, LLC is the interested party filing the claim. Freedom Systems, LLC is the prime company supporting execution of the subject contract. (R4, tab 22 at 2) 7 .. On 11 September 2013, the CO informed Freedom that its claim was not properly certified as required for claims over $100,000.00 (R4, tab 24 at 1). Freedom resubmitted its claim with accompanying certification on 11 September 2013 (R4, tab 25 at 3). 8. The CO issued a COFD denying Freedom's claim on 21 January 2014 (R4, tab 26). Freedom timely appealed the COFD to the Board on 11 April 2014 (R4, tab 27 at 1). 2  I 9. Freedom filed its complaint on 8 May 2014 asserting the basis for its appeal, as follows: 10. Government breached the contract when Appellant was directed to change venue by the Government despite our contractual obligation with the Wyndham.