Case: 22-2143 Document: 47 Page: 1 Filed: 03/27/2024
`
`NOTE: This disposition is nonprecedential.
`
`United States Court of Appeals
`for the Federal Circuit
`______________________
`
`BCC-UIPROJECTS-ZAAZTC TEAM JV,
`Appellant
`
`v.
`
`SECRETARY OF THE ARMY,
`Appellee
`______________________
`
`2022-2143
`______________________
`
`Appeal from the Armed Services Board of Contract Ap-
`peals in No. 62846, Administrative Judge J. Reid Prouty,
`Administrative Judge Michael N. O’Connell, Administra-
`tive Judge Richard Shackleford.
`______________________
`
`Decided: March 27, 2024
`______________________
`
`PATRICK BERNARD KERNAN, Kernan and Associates
`Law Group, PLLC, Washington, DC, argued for appellant.
`
` DANIEL B. VOLK, Commercial Litigation Branch, Civil
`Division, United States Department of Justice, Washing-
`ton, DC, argued for appellee. Also represented by BRIAN
`M. BOYNTON, WILLIAM JAMES GRIMALDI, PATRICIA M.
`MCCARTHY.
`
`______________________
`
`

`

`Case: 22-2143 Document: 47 Page: 2 Filed: 03/27/2024
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`2
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`BCC-UIPROJECTS-ZAAZTC TEAM JV v. SECRETARY OF THE ARMY
`
`
`Before PROST, TARANTO, and HUGHES, Circuit Judges.
`PROST, Circuit Judge.
`BCC-UIProjects-ZAAZTC Team JV (“B-U-Z”)1 appeals
`an Armed Services Board of Contract Appeals (“Board”) de-
`cision dismissing B-U-Z’s Board appeal. For the reasons
`below, we affirm.
`
`BACKGROUND
`B-U-Z was formed for the purpose of bidding on a gov-
`ernment construction contract. The B-U-Z joint-venture
`agreement provided that:
`Both parties agreed to introduce and authorize
`Mr. Ahmad Tariq Barakzai to sign the contract
`on behalf of the joint venture and [he] is authorized
`to sign solicitations, applicable amendments, and
`bind the entire joint venture to its obligation under
`any contract which may result from the solicita-
`tion.
`J.A. 193 (emphasis in original). The agreement was signed
`by Dr. Zahed2 as VP of ZAAZTC and Mr. Barakzai as pres-
`ident of BCC. J.A. 194. In 2011, the government awarded
`B-U-Z the solicited contract and, as contemplated by the
`joint-venture agreement, the contract between the govern-
`ment and B-U-Z was signed by Mr. Barakzai. J.A. 107
`
`1 Behnam Construction Company (“BCC”); United
`Infrastructure Projects (“UIP”); Zamarai Ali Ahmad Zada
`General Trading and Construction Company (“ZAAZTC”).
`2 We have adopted the Board’s convention of refer-
`ring to “Dr. Zahed” with the same spelling throughout,
`while likewise noting that there are some spelling varia-
`tions across the documents. See J.A. 3 n.4; see also J.A. 194
`(“Dr. Wahid Zahedi”); J.A. 202 (“Dr. Wahidullah Zhed”);
`J.A. 2448 (“Dr. Wahidullah Zahed”).
`
`

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`Case: 22-2143 Document: 47 Page: 3 Filed: 03/27/2024
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`BCC-UIPROJECTS-ZAAZTC TEAM JV v. SECRETARY OF THE ARMY 3
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`(Name and Title of Contractor or Person Authorized: Ah-
`mad Tariq Barakzai/Team President).
`On July 17, 2014, the contracting officer received a “re-
`quest for equitable adjustment (REA)” that generally
`sought compensation for “delay days” and “differing site
`condition[s].” J.A. 2444. The REA was signed “Dr. Wa-
`hidullah Zahed . . . Vice President . . . BCC-ZAAZTC.”
`J.A. 2448.
`On March 23, 2015, Mr. Barakzai sent a letter to the
`contracting officer that stated, “only Mr. Ahmad Tariq Bar-
`akzai has the legal rights to enter into contractual negoti-
`ations and/or claims with [United States Army Corps of
`Engineers] USACE and claims submitted to USACE by
`BCC-ZAAZTC JV-UIP Team officials and not signed by
`Mr. Ahmad Tariq shall be immediately dismiss[]ed by
`USACE.” J.A. 189. It further stated that any other indi-
`vidual submitting claims related to the contract “has no le-
`gal authority to do so.” Id.
`Subsequently, another correspondence titled “[r]equest
`for [e]quitable [a]djustment” and dated May 27, 2015, was
`sent to the contracting officer. J.A. 199–202. Like the July
`2014 REA—which Mr. Barakzai indicated was unauthor-
`ized and should be dismissed—this request was also signed
`“Dr. Wahidullah
`Z[a]hed . . . Vice President . . . BCC-
`ZAAZTC.” J.A. 202.
`USACE sent Mr. Barakzai two emails inquiring about
`whether anything had changed since his March 23, 2015
`letter. J.A. 2517–18. The emails explained that the con-
`tracting officer had received a May 2015 request signed by
`Dr. Zahed. Id. Based on Mr. Barakzai’s earlier letter,
`USACE reiterated its understanding that “USACE is to not
`accept such [an] REA or claim.” J.A. 2518. However, the
`emails generally provided Mr. Barakzai with an oppor-
`tunity to indicate that the May 2015 request was author-
`ized or to authorize it. J.A. 2518. Mr. Barakzai responded
`by stating that “[t]he REA has been submitted to USACE
`
`

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`Case: 22-2143 Document: 47 Page: 4 Filed: 03/27/2024
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`4
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`BCC-UIPROJECTS-ZAAZTC TEAM JV v. SECRETARY OF THE ARMY
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`by unauthorized parties without Mr. Ahmad Tariq Bar-
`akzai’s consent.” J.A. 2517.
`In 2021, B-U-Z appealed from what it termed “the con-
`tracting officer’s deemed denial” of its 2015 claim.3
`J.A. 104. The Board dismissed B-U-Z’s appeal on several
`alternative grounds. Relevant for our disposition, the
`Board concluded that (1) B-U-Z had not submitted a claim
`because neither REA was submitted by someone with au-
`thority to bind the joint venture and (2) even assuming that
`Dr. Zahed had authority to submit claims on behalf of
`B-U-Z, Mr. Barakzai, who was undisputedly authorized to
`bind the joint venture, had withdrawn those claims. See
`J.A. 11–15.
`B-U-Z timely appealed to this court. We have jurisdic-
`tion under 28 U.S.C. § 1295(a)(10).
`DISCUSSION
`We review the Board’s decisions on questions of law de
`novo. 41 U.S.C. § 7107(b)(1). The Board’s jurisdiction un-
`der the Contract Disputes Act (“CDA”) presents a question
`of law. Reflectone, Inc. v. Dalton, 60 F.3d 1572, 1575 (Fed.
`Cir. 1995) (en banc). The interpretation of a government
`contract is also a question of law. Triple Canopy, Inc. v.
`Sec’y of Air Force, 14 F.4th 1332, 1338 (Fed. Cir. 2021).
`“As a prerequisite for the Board’s jurisdiction, the CDA
`requires a contractor to present a valid claim over which
`the contracting officer has rendered a final decision.” Par-
`sons Glob. Servs., Inc. ex rel. Odell Int’l, Inc. v. McHugh,
`677 F.3d 1166, 1170 (Fed. Cir. 2012). The CDA itself
`
`
`3 Since we conclude that any submitted claim was
`unauthorized and withdrawn, communications from the
`contracting officer that might be considered as part of a de-
`nial or timing-of-denial analysis are unimportant for our
`purposes, so they have not been discussed.
`
`

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`Case: 22-2143 Document: 47 Page: 5 Filed: 03/27/2024
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`BCC-UIPROJECTS-ZAAZTC TEAM JV v. SECRETARY OF THE ARMY 5
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`contemplates that claims are “by a contractor.” 41 U.S.C.
`§ 7103(a)(1), (a)(2). Section 7101(7) defines “contractor,” as
`used in chapter 71, as “a party to a Federal Government
`contract other than the Federal Government.”
`Here, the Board concluded that because the contracting
`officer was never presented with a request for decision by
`a contractor, there was no claim under the CDA. We agree
`that the requests Dr. Zahed submitted to the contracting
`officer were not requests by B-U-Z.4 As a result, we do not
`reach the parties arguments about whether the REAs were
`requests for final decisions or whether the Board properly
`dismissed the claims as untimely.
`There is no dispute that the only contractor here was
`B-U-Z. The only question is whether REAs submitted by
`Dr. Zahed were requests by B-U-Z. We agree with the
`Board that Dr. Zahed was not authorized by the joint-ven-
`ture agreement to submit claims on behalf of B-U-Z. Thus,
`his submissions to the contracting officer were not B-U-Z’s
`claims or requests.
`B-U-Z argues that the Board incorrectly concluded that
`Dr. Zahed did not have authority to submit claims under
`the joint-venture agreement. Further, B-U-Z argues that
`the claims were authorized because BCC and ZAAZTC sent
`
`
`to
`appears
`briefing
`general, B-U-Z’s
`In
`4
`acknowledge that there is a distinction between the issue
`of whether a claim was submitted by a contractor and the
`issue of whether a claim contains a compliant CDA certifi-
`cation. Nonetheless, B-U-Z argues that, “to the extent that
`the Board found” a certification defect, “this defect can be
`cured and does not divest the Board of jurisdiction.” Ap-
`pellant’s Br. 17. We agree with the Board that its determi-
`nation that a claim was not submitted by the contractor is
`distinct from a determination that the claim’s certification
`contained a technical defect. J.A. 11 n.16.
`
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`Case: 22-2143 Document: 47 Page: 6 Filed: 03/27/2024
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`6
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`BCC-UIPROJECTS-ZAAZTC TEAM JV v. SECRETARY OF THE ARMY
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`their settlement agreement to the contracting officer.
`These arguments are unpersuasive.
`First, we agree with the Board that the best reading of
`the joint-venture agreement is that it granted Mr. Bar-
`akzai sole authority to bind the joint venture, which in-
`cluded sole authority to bring claims on behalf of the joint
`venture.
`The Board correctly determined that the contract pro-
`vision broadly authorizing Mr. Barakzai to sign the con-
`tract, solicitations, and applicable amendments as well as
`to “bind the entire joint venture to its obligation under any
`contract which may result from the solicitation” encom-
`passed an authorization to submit claims, even though
`claim submission was not explicitly enumerated. J.A. 12–
`13 (quoting J.A. 193).
`Next, we agree with the Board that this grant of au-
`thority to Mr. Barakzai was to the exclusion of others.
`J.A. 13. B-U-Z argues that Dr. Zahed had authority be-
`cause, as a default matter, each member of a joint venture
`can act on the joint venture’s behalf. However, this default
`rule serves to reinforce the conclusion that the contract lan-
`guage at issue granted Mr. Barakzai exclusive authority.
`Under B-U-Z’s reading, the clause would simply indicate
`authority Mr. Barakzai already had by virtue of his role as
`BCC’s president—authority that unlisted others would
`share—without having any other effect. This would render
`the clause superfluous. “A reasonable interpretation must
`‘assure that no contract provision is made inconsistent, su-
`perfluous, or redundant.’” Medlin Constr. Grp., Ltd. v.
`Harvey, 449 F.3d 1195, 1200 (Fed. Cir. 2006) (quoting Lock-
`heed Martin IR Imaging Sys., Inc. v. West, 108 F.3d 319,
`322 (Fed. Cir. 1997)). Here, the most reasonable interpre-
`tation of the authority provision is that it gave Mr. Bar-
`akzai sole authority.
`Regardless, even if B-U-Z were correct that the con-
`tract’s grant of authority is non-exclusive, the result would
`
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`Case: 22-2143 Document: 47 Page: 7 Filed: 03/27/2024
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`BCC-UIPROJECTS-ZAAZTC TEAM JV v. SECRETARY OF THE ARMY 7
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`be the same. Mr. Barakzai was authorized to bind the joint
`venture and B-U-Z does not contend that Mr. Barakzai was
`not authorized to request dismissal or withdraw claims.
`Mr. Barakzai expressly indicated that both requests from
`Dr. Zahed were unauthorized and instructed the contract-
`ing officer to dismiss any requests Mr. Barakzai did not
`submit himself. See J.A. 189; J.A. 2517. We agree with the
`Board that irrespective of Dr. Zahed’s authority in the first
`instance, Mr. Barakzai’s authorized communications “ef-
`fectively withdr[ew] both REAs.” J.A. 14.
`Finally, the mere submission of BCC’s and ZAAZTC’s
`settlement agreement to the contracting officer did not
`serve to retroactively authorize or resubmit the withdrawn
`claims by an authorized party. As B-U-Z recognizes, the
`settlement agreement between the parties did not mention
`authority. See Appellant’s Br. 15. This agreement did not
`purport to alter the authority clause or submit a new claim.
`Instead, the settlement agreement indicated that the par-
`ties resolved an internal dispute about how proceeds, if
`any, from a claim “[ZAAZTC] covenant[ed] and agree[d]
`that it has submitted” would be divided. J.A. 275 (empha-
`sis added). Further, both entities agreed to dissolve the
`joint venture. J.A. 275. The Board correctly concluded
`that the submission of this agreement did not change the
`nature of the earlier claims, which were unauthorized and
`withdrawn.
`
`CONCLUSION
`We have considered B-U-Z’s remaining arguments and
`find them unpersuasive. For the reasons provided, we af-
`firm the Board’s dismissal of B-U-Z’s appeal for lack of ju-
`risdiction.
`
`AFFIRMED
`
`