Abadie v. CONTRACT APPEALS BD.

Decision Date04 March 2004
Docket NumberNo. 01-AA-355.,01-AA-355.
Citation843 A.2d 738
PartiesJacques ABADIE III, et al., Petitioners, v. DISTRICT OF COLUMBIA CONTRACT APPEALS BOARD, Respondent. BUSINESS SOFTWARE ASSOCIATES, INC., Intervenor.
CourtD.C. Court of Appeals

Edward E. Schwab, Assistant Corporation Counsel, with whom Robert R. Rigsby, Corporation Counsel at the time the brief was filed, and Charles L. Reischel, Deputy Corporation Counsel at the time the brief was filed, were on the brief, for petitioners.1

Jonathan D. Shaffer, with whom John S. Pachter was on the brief, Vienna, VA, for intervenor.

Before WAGNER, Chief Judge, and SCHWELB and REID, Associate Judges.

REID, Associate Judge:

The issue in this case is whether this court has jurisdiction to consider this challenge to the authority of the Contract Appeals Board ("the CAB") to hear and resolve a dispute pertaining to the termination of a contract with Business Software Associates, Inc. ("BSA") by the Office of the Chief Financial Officer for the District of Columbia ("OCFO"). We conclude that this court has jurisdiction, and that the CAB has authority over the contract dispute between BSA and the OCFO.

FACTUAL SUMMARY

On February 11, 2000, the OCFO awarded a contract to BSA. The contract pertained to a conversion by the District of Columbia government from the Unified Personnel Payroll System ("UPPS") to the Comprehensive Automated Personnel Payroll System ("CAPPS"). Subsequently, several bilateral modifications were made to the contract. The OCFO terminated BSA's contract on August 21, 2000. The stated reason for the termination was "default." Two months later, BSA filed a complaint with the CAB seeking to convert the default termination to a "termination for convenience."2

The OCFO moved to dismiss BSA's complaint, arguing that the CAB had no jurisdiction over the matter. On December 13, 2000, after an oral hearing on November 20, 2000, before Administrative Judge Matthew S. Watson, the CAB disagreed with the OCFO's position that it was exempt from the application of the District of Columbia Procurement Practices Act ("PPA") with respect to matters of contract administration. Hence, it denied OCFO's motion to dismiss BSA's complaint, declaring in part:

The [CAB] concludes that by mandating the adoption of specific and clearly limited procurement regulations dealing only with contract formation as an apparent condition for OCFO's exemption from provisions of the [PPA], the Council [of the District of Columbia] defined and limited the exemption to disputes covered by the mandated regulations. Since the mandated regulations do not in any way concern a determination by the contracting officer of a default under a contract or resolution of a dispute concerning such a determination, the Council cannot be deemed to have exempted the [OCFO] from applicable provisions of the PPA or the jurisdiction of [the CAB].

Jacques Abadie III, then Interim Chief Procurement Officer for the District, filed a petition for review in this court on behalf of himself, the CFO of the District, and the District, and moved for summary reversal of the CAB's decision. The motion was denied, and the court ordered the parties to show cause why the petition should not be dismissed for lack of jurisdiction. A motions division of this court ultimately decided to refer the jurisdictional matter to the merits panel.

ANALYSIS

The sole issue before us is whether this court has jurisdiction to determine whether the CAB was correct in asserting jurisdiction over the BSA complaint, even though it involved the OCFO, an office created by the Congress of the United States in its enactment of the District of Columbia Financial Responsibility and Management Assistance Act of 1995 ("the Control Board Act"). See Pub.L. 104-8, 109 Stat. 97, 98 (1995). The OCFO was accorded substantial autonomy under the Control Board Act. Our resolution of this issue requires us to interpret several statutory provisions, including those relating to the District of Columbia Administrative Procedures Act ("the APA"), the CAB, the OCFO, and the PPA. Thus, we are confronted with a legal issue which we review de novo. See Belcon, Inc. v. District of Columbia Water & Sewer Auth., 826 A.2d 380, 384 (D.C.2003)

; In re Estate of Green, 816 A.2d 14, 16 (D.C.2003).

Given its expertise, "we give careful consideration to [the CAB's] interpretation [of its governing statute] because legal interpretations by tribunals having expertise are helpful even if not compelling." See Abadie v. Organization for Envtl. Growth, Inc., 806 A.2d 1225, 1227 (D.C.2002)

(citations and internal quotation marks omitted). "We therefore accord `great weight' to the [CAB's] construction of a government contract, so long as that construction is not unreasonable." Belcon, Inc., supra,

826 A.2d at 384 (citing Dano Res. Recovery, Inc. v. District of Columbia, 620 A.2d 1346, 1352 (D.C.1993)). "The last word [concerning the meaning of the applicable statute], however, is the court's, for "the judiciary is the final authority on issues of statutory construction." Id. (citation omitted). On legal questions, then, the CAB's ruling is neither "final [n]or conclusive." Organization for Envtl. Growth, Inc., supra,

806 A.2d at 1227.

There are several general principles of statutory interpretation that guide our analysis in this case. We reiterated these principles in Boyle v. Giral, 820 A.2d 561, (D.C.2003):

We look to the plain meaning of the statute first, construing words according to their ordinary meaning. See J. Parreco & Son v. Rental Hous. Comm'n, 567 A.2d 43, 45 (D.C.1989)

. "The literal words of [a] statute, however, `are not the sole index to legislative intent,' but rather, are `to be read in the light of the statute taken as a whole, and are to be given a sensible construction and one that would not work an obvious injustice." District of Columbia v. Gallagher, 734 A.2d 1087, 1091 (D.C.1999) (quoting Metzler v. Edwards, 53 A.2d 42, 44 (D.C.1947) (footnotes omitted)). Furthermore, "`if divers statutes relate to the same thing, they ought to be taken into consideration in construing any one of them . . . .'" Luck v. District of Columbia, 617 A.2d 509, 514 (D.C.1992) (quoting United States v. Freeman, 44 U.S. (3 How.) 556, 564-65, 11 L.Ed. 724 (other citations omitted)). If related statutes conflict, we must reconcile them. See Gonzalez v. United States, 498 A.2d 1172, 1174 (D.C.1985).

Id. at 568; see also Gondelman v. District of Columbia Dep't of Consumer & Regulatory Affairs, 789 A.2d 1238, 1245 (D.C. 2002)

. In appropriate cases, we also consult the legislative history of a statute. See Kelly v. District of Columbia, 765 A.2d 976, 978 (D.C.2001). We said in Carter v. State Farm Mut. Auto. Ins. Co., 808 A.2d 466 (D.C.2002), "a court may refuse to adhere strictly to the plain wording of a statute in order to effectuate the legislative purpose, as determined by a reading of the legislative history or by an examination of the statute as a whole." Id. at 471 (quoting Peoples Drug Stores, Inc. v. District of Columbia, 470 A.2d 751, 754 (D.C. 1983)).

Having set forth the guiding principles of statutory interpretation, we turn first to the applicable provision of the APA, D.C.Code § 2-510(a) (2001).3 That provision specifies in pertinent part:

Any person suffering a legal wrong, or adversely affected or aggrieved, by an order or decision of the Mayor or an agency in a contested case, is entitled to a judicial review thereof in accordance with this subchapter upon filing in the District of Columbia Court of Appeals a written petition for review. If the jurisdiction of the Mayor or an agency is challenged at any time in any proceeding and the Mayor or the agency, as the case may be, takes jurisdiction, the person challenging jurisdiction shall be entitled to an immediate judicial review of that action, unless the Court shall otherwise hold.

Here, contrary to the position of the OCFO, the CAB declared that it had jurisdiction over the challenge to the OCFO's termination of BSA's contract for default rather than for the convenience of the government. The CAB took jurisdiction in the face of the OCFO's challenge to its jurisdiction. Under the plain language of § 2-510(a) "the person challenging jurisdiction [here Mr. Abadie, OCFO and the District] shall be entitled to an immediate judicial review of that action, unless the Court shall otherwise hold." We construed and explained the clause, "unless the court shall otherwise hold," in Bender v. District of Columbia Dep't of Employment Servs., 562 A.2d 1205, 1207 (D.C. 1989). For the court to take the matter immediately "a party must be able to show that the agency action is plainly in excess of its delegated powers; the error must involve more than a mere error of fact or law, there must be action in the absence of statutory authority." Id. at 1209 (citations omitted). We went on to "hold that the challenged agency action must be in clear excess or plain contravention of its statutory mandate before this court may assert jurisdiction under [§ 2-510(a)] to review such action prior to the party's exhaustion of administrative remedies." Id. at 1210; see also District of Columbia v. Greene, 806 A.2d 216, 219 (D.C.2002)

(citing Bender, supra, 562 A.2d at 1209) ("[W]e . . . determine that [petitioner's] petition for review of the CAB's interlocutory decision asserting jurisdiction is premature as it is not `plainly in excess of its delegated powers."').

Thus, under Bender, supra, we have jurisdiction at least to decide whether the CAB acted "plainly in excess of its delegated powers." That inquiry requires that we examine divers statutes, reading them "as a whole" and "giv[ing] them a sensible construction." Boyle, supra, 820 A.2d at 568. We begin with D.C.Code § 309.03,4 the CAB's jurisdictional statute which provides in relevant part:

(a) The [CAB] shall be the exclusive hearing tribunal for, and
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