Donald A. Woodruff & the Duckegroupe, LLC v. United States
| Decision Date | 19 August 2015 |
| Docket Number | No. 14-1213C,14-1213C |
| Parties | DONALD A. WOODRUFF and THE DUCKEGROUPE, LLC, Plaintiffs, v. UNITED STATES, Defendant. |
| Court | U.S. Claims Court |
ORIGINAL
Pro Se Plaintiff; Breach of Contract; Motion to Dismiss; Lack of Subject Matter Jurisdiction; Privity of Contract; Election of Forum; Statute of Limitations
Donald A. Woodruff, Bay Village, OH, pro se.
Amelia Lister-Sobotkin, Trial Attorney, Commercial Litigation Branch, Civil Division, United States Department of Justice, Washington, D.C. for the defendant. With her were Franklin E. White, Assistant Director, Robert E. Kirschman, Jr., Director, Commercial Litigation Division, Benjamin C. Mizer, Principal Deputy Assistant Attorney, Civil Division, Washington, D.C. Of counsel, Lindsay C. Roop, Office of Regional Counsel, Department of Veterans Affairs, Columbus, OH.
On January 20, 2015, Donald A. Woodruff together with The DuckeGroupe, LLC,1 doing business as Haven House for Homeless Veterans, filed a transfer complaint against the United States in the United States Court of Federal Claims, alleging a breach of contract by the United States Department of Veterans Affairs and one of its affiliated facilities. On April 18, 2014, plaintiffs had filed a complaint, the caption of which listed them as "Haven House for Veterans (dba) The DuckGroupe, Donald A. Woodruff," in the United States District Court for the Northern District of Ohio. The complaint listed a facility operated bythe United States Department of Veterans Affairs (VA), and the Office of Acquisition and Materiel Management, an agency of the VA as the defendants.2 In the April 18, 2014 complaint submitted to the District Court, plaintiffs, with Mr. Woodruff acting pro se, sought $47,000.00 in damages for slander and an alleged breach of a contract DuckeGroupe entered into with the VA to provide housing and other services to homeless veterans. Plaintiffs requested judicial review of a previous decision of the United States Civilian Board of Contract Appeals (CBCA). On October 8, 2014, an Order issued by the District Court amended the caption of the case in the District Court to list Donald A. Woodruff as the sole plaintiff, dismissed Mr. Woodruff's slander claim and request for judicial review, and ordered that the remaining claim for breach of contract be transferred to the United States Court of Federal Claims. See Woodruff v. Louis Stokes Veterans Admin. VA Healthcare Sys. of Ohio, No. 1:14-CV-837 (N.D. Ohio Oct. 8, 2014). As noted above, a complaint was filed in this court on January 20, 2015 listing the plaintiffs as "THE DUCKGROUPE, LLC, dba HAVEN HOUSE FOR HOMELESS VETERANS, Donald A. Woodruff' and was signed by Mr. Woodruff, (capitalization in original).
The genesis of the dispute arose in July 2010, when the Louis Stokes Cleveland Department of Veterans Affairs Medical Center in Brecksville, Ohio issued a Request for Quote (RFQ), number VA25010RQ0236, seeking a contractor to provide services to veterans in its Health Care for Homeless Veterans program, in order to "remove homeless Veterans from the street or habitation unfit for Veterans and place them in community-based, residential environments with sufficient therapeutic services to meet the needs of those Veterans." The services to be provided by the contractor sought in this RFQ included room and board, meals, laundry services, and therapeutic and rehabilitative services.
The RFQ stipulated that the contract would be "an indefinite delivery, indefinite quantity contract because it is impossible to determine with any certainty the amount of services that will be required under this contract." The solicitation further specified that "no obligation will be incurred by the Department of Veterans Affairs except for services rendered under this contract pursuant to referrals issued by the Department of Veterans Affairs for residential treatment of specific beneficiaries." The RFQ also provided that the contract period would include a base year, 2010-11, and four successive option years, covering the years 2011-12, 2012-13, 2013-14, and 2014-15, the exercise of which would be left to the "sole discretion" of the VA. The solicitation further specified that the maximum value of each yearly term would be calculated according to the formula "daily rate x number of available beds x 365 days."3
DuckeGroupe, a limited liability company organized under the laws of the State of Ohio, submitted a quote in response to the VA's RFQ on July 28, 2010, offering to provide twelve beds for homeless veterans, at a rate beginning at $50.00 per veteran per day, resulting in a maximum cost for the first year of $219,000.00. The quote also described Mr. Woodruff as a "DIRECTOR" of the DuckeGroupe. (capitalization in original). According to plaintiff's complaint in the District Court, after further discussions, the parties agreed that DuckeGroupe would maintain the capacity to serve up to nine veterans at its facility, Haven House, at a per-diem price of $60.00 per veteran per day, which computes to a maximum cost for the first year of $197,100.00.4 The maximum occupancy figure and per-diem rate described above were memorialized in the final contract, number VA250-P-0592, which was executed by Mr. Woodruff as "MEMBER Ducke Groupe, LLC" on September 22, 2010, and by Dara Greene on behalf of the VA on September 23, 2010. The price-cost schedule attached to the executed contract guaranteed DuckeGroupe neither a minimum payment nor a minimum level of occupancy. With respect to payment, the price-cost schedule provided that payments made by the VA under the contract "shall be made monthly and in arrears upon receipt of properly prepared invoice," which "will be paid at the per diem rate for days of residential placement already completed with services provided as described in the Statement of Work."
Problems in the contractual relationship allegedly began to arise at the end of the base year. According to plaintiff's complaint in the District Court, sometime in September or October 2011, the Contracting Officer's Technical Representative informed DuckeGroupe that, because the VA had not yet exercised its 2011-12 option, Haven House had to send out any veterans then staying at the facility by November 1, 2011 and direct them to a shelter located at 2100 Lakeside Avenue in Cleveland, Ohio. On October 1, 2011, the VA's Contracting Officer assigned to the contract, Glen Johnson, executed an Amendment of Solicitation/Modification of Contract, which exercised the 2011-12 option year, retroactive to September 23, 2011. The document indicated that the per-diem rate for veterans housed at DuckeGroupe's facility would remain at $60.00 per veteran per day, and that "[a]ll other terms and conditions of the agreement shall remain the same." According to plaintiff, however, this amended contract was not received by DuckeGroupe until November 17, 2011, despite being executed by both parties as of October 1, 2011.
Occupancy in the Haven House facility remained low in the early months of the 2011-12 option year before reaching an average occupancy level of 6.7 out of 9 beds filled per day in February 2012. According to Mr. Woodruff's complaint in the District Court, however, his "efforts and program sustain ability was challenged and jeopardized"by a unilateral change in policy, of which DuckeGroupe was informed in February 2012. On February 10, 2012, Nicole Wiley, an employee of the VA, emailed Mr. Woodruff to confirm several changes to the intake and discharge procedures Haven House was to follow under the parties' contract, namely that any veteran seeking admission to Haven House must first be cleared though the 2100 Lakeside Avenue shelter's intake procedure and "should have an exit plan before being admitted to Haven House." It appears that Mr. Woodruff expressed disagreement with the VA's intake process prior to Ms. Wiley's February 10, 2012 email, stating in a January 31, 2012 email to Veronica Hawkins, another VA employee, that "our contention is that there is a marked difference between concerned screenings and the making of decisions in a vacuum without collaborative discussion." Mr. Woodruff claims the policy changes outlined in Ms. Wiley's email precipitated a sharp decline in Haven House's occupancy overthe remainder of the option period.
Concerned about the continued low occupancy rate at Haven House, Mr. Woodruff met with Ms. Hawkins on or about March 3, 2012, to explain that DuckeGroupe was running at a deficit, given that the occupancy of Haven House was below the level needed to cover its fixed operating expenses. During this meeting, according to plaintiff's complaint in the District Court, and again in a May 11, 2012 email to Kathleen Penman, another VA employee, Mr. Woodruff stated that Haven House needed to maintain an occupancy rate of at least six out of the nine available beds in order for DuckeGroupe to cover its operational expenses and ensure that it could continue to fulfill its contractual obligations. According to Mr. Woodruff's accounting, Haven House's average daily occupancy rate did not reach six out of nine beds filled in any month after February 2012.
On June 27, 2012, Mr. Woodruff received what is described in the District Court complaint as "the most disturbing communication of all," an email from Jaroslaw Romaniuk, a VA employee, informing him that because "we had to deal with the fact that in recent months we spent less money on our contract with Haven House that [sic] it was anticipated," the number of beds requested under the contract would be reduced from nine to five for the remainder of the option year. An email Mr. Woodruff received from Ms. Wiley the following day, June 28, 2012, however, explained that Mr. Romaniuk's email had been the result of a "misunderstanding," and instructed Mr. Woodruff to disregard the previous day's email...
To continue reading
Request your trial