• R.D. Lieberman,Consultant

Must Your Claim Be Certified by the Person Who Signed Your Contract?

The Civilian Board of Contract Appeals (“CBCA”) recently set forth the requirements for a person who signs a contractor’s certification of its claim. AMX Veterans Spec. Servs., LLC v. Dept of Veterans Affairs, CBCA 5180, August 9, 2016. As readers of this blog know, any claim over $100,000 must be certified stating that:

  • the claim is made in good faith,

  • the supporting data are accurate and complete to the best of the contractor’s knowledge and belief

  • the amount requested accurately reflects the amount the government owes

  • the certifier in authorized to certify the claim on behalf of the contractor.

41 U.S.C. §7103(b). The Federal Acquisition Regulation (“FAR”) states that for requests over $100,000, whatever the contractor submits “is not a claim…until certified as required by the statute.” FAR 2.101. In AMX, the Department of Veterans Affairs (“VA”) moved to dismiss AMX’s appeal, asserting that the contractor’s claim was signed by a person who did not sign the contract, and for whom the state reports did not identify as a manager of the company. The VA asserted that this lack of certification deprived the Board of jurisdiction, and the appeal had to be dismissed. The CBCA disagreed with the VA and held that the claim was validly signed.

The Board noted that the Chief Operations Officer (“COO”) of AMX, Mr. Anthony Edes, had signed the claim certification, and included the statement that he was duly authorized to certify the claim. Mr. Edes was the COO, and the Articles of Organization of AMX granted the COO authority to execute bonds, deeds and contracts, as well as “such other duties and responsibilities as are customarily possessed by the COO of a corporation similar in size.” The Board also noted that Mr. Edes, as COO, had signed all nine of AMX’s bilateral modifications, a settlement agreement and a termination for convenience settlement proposal.

The CBCA held that Mr. Edes had both actual and apparent authority to bind AMX and the certification was proper. His actual authority was included in AMX’s Articles of Organization which granted the COO such authority. Mr. Edes had apparent authority because his signature on the modifications and settlement documents created the reasonable belief that he was authorized to sign documents for AMX, and because the Veterans Administration had accepted as binding his signature on contractual documents throughout the contract.

Finally, the Board noted that even if Mr. Edes’s did not have authority to certify AMX’s claim, his “defective” signature would not have deprived the Board of jurisdiction. Rather, according to the Contract Disputes Act, the certification would be considered defective, and could be corrected by AMX prior to the entry of final judgment. 41 U.S.C. § 7103(b)(3), FAR 33.207(f).

The simple answer is that a claim over $100,000 can be signed and certified by anyone possessing proper authority to do so. The person need not have signed the contract, but the company submitting the claim bears the burden of establishing, through the corporate documents or otherwise, that the signer has authority to bind the company. AMX clearly met that burden.

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The website of Richard Donald Lieberman, a government contracts consultant and retired attorney who is the author of both "The 100 Worst Mistakes in Government Contracting" (with Jason Morgan) and "The 100 Worst Government Mistakes in Government Contracting." Richard Lieberman concentrates on Federal Acquisition Regulation (FAR) consulting and training, including  commercial item contracting (FAR Part 12), compliance with proposal requirements (FAR Part 15 negotiated procurement), sealed bidding (FAR Part 14), compliance with solicitation requirements, contract administration (FAR Part 42), contract modifications and changes (FAR Part 43), subcontracting and flowdown requirements (FAR Part 44), government property (FAR Part 45), quality assurance (FAR Part 46), obtaining invoiced payments owed to contractors,  and other compliance with the FAR. Mr.Lieberman is also involved in numerous community service activities.  See LinkedIn profile at https://www.linkedin.com/in/richard-d-lieberman-3a25257a/.This website and blog are for educational and information purposes only.  Nothing posted on this website constitutes legal advice, which can only be obtained from a qualified attorney. Website Owner/Consultant does not engage in the practice of law and will not provide legal advice or legal services based on competence and standing in the law. Legal filings and other aspects of a legal practice must be performed by an appropriate attorney. Using this website does not establish an attorney-client relationship. Although the author strives to present accurate information, the information provided on this site is not guaranteed to be complete, correct or up-to-date.  The views expressed on this blog are solely those of the author. FAR Consulting & Training, Bethesda, Maryland, Tel. 202-520-5780, rliebermanconsultant@gmail.com

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