Inter-Coastal Xpress, Inc. v. U.S.

• Decision Date: 19 July 2002
• Docket Number: No. 02-5001.,02-5001.
• Citation: 296 F.3d 1357
• Parties: INTER-COASTAL XPRESS, INC., Plaintiff-Appellant, v. UNITED STATES, Defendant-Appellee.
• Court: U.S. Court of Appeals — Federal Circuit

296 F.3d 1357

INTER-COASTAL XPRESS, INC., Plaintiff-Appellant, v. UNITED STATES, Defendant-Appellee.

No. 02-5001.

United States Court of Appeals, Federal Circuit.

Decided July 19, 2002.

COPYRIGHT MATERIAL OMITTED

Leo S. Fisher, Bean, Kinney & Korman, P.C., of Arlington, VA, argued for plaintiff-appellant.

Matthew P. Reed, Attorney, Commercial Litigation Branch, Civil Division, Department of Justice, of Washington, DC, argued for defendant-appellee. On the brief were Robert D. McCallum, Jr., Assistant Attorney General; David M. Cohen, Director; Robert E. Kirschman, Assistant Director; and Bryant S. Banes, Attorney. Of counsel was Elizabeth G. Candler.

Before MICHEL, Circuit Judge, FRIEDMAN, Senior Circuit Judge, and RADER, Circuit Judge.

Opinion for the court filed by Circuit Judge MICHEL. Dissenting opinion filed by Senior Circuit Judge FRIEDMAN.

MICHEL, Circuit Judge.

Plaintiff Inter-Coastal Xpress, Inc. appeals from a judgment by the United States Court of Federal Claims holding that, as applied to Inter-Coastal's 2410 "holdover" claims against the United States Government, the Interstate Commerce Act's three-year filing period barred 2171 of those claims as untimely. Inter-Coastal Xpress, Inc. v. United States, 49 Fed.Cl. 531 (2001). "Holdover" charges or claims refer to the payments allegedly owed by the government for ordering a common carrier to pick up a shipment one day but not deliver it until the next, i.e., to "holdover" the shipment until the following day. Inter-Coastal asserts that the government owes it more than $594,100 in holdover payments and interest arising from the parties' three-year "tender" contracts for transportation services. Further, it argues that the trial court erred by applying the limitations period contained in the Interstate Commerce Act (ICA) instead of the Contract Disputes Act (CDA), the latter of which would have purportedly made all of Inter-Coastal's holdover claims timely and therefore within the Court of Federal Claims' jurisdiction. Because we conclude that the ICA limitations period governs all actions seeking payment of the "charges" owed on a common carrier agreement for "transportation services" with the government and because "payment" under that statute — one of the acts that triggers the limitations period — occurs once the government purports to pay all that it owes under its transportation-services agreement, we uphold the trial court's decision to dismiss the holdover claims as untimely.

I

In April 1994, the Defense Logistics Agency (DLA) sent letters to various common carriers, including Plaintiff Inter-Coastal, soliciting them to submit "tender" offers or bids on providing transportation services for the Department of Defense for a three-year period. These letters included copies of a form tender offer, which the carrier had to fill out, sign and re-submit as its offer or tender.

In its submitted Tender, Inter-Coastal offered to regularly load and deliver shipments of "perishable subsistence" for at least three locales: "DSO [Defense Subsistence Office] New Orleans"; "DSO San Antonio"; and "DSO Fort Worth." Three pages of its Tender (i.e., its written offer) at least arguably indicate that, for most of its deliveries, Inter-Coastal would accept a set rate for loading a shipment one day and then not delivering it until the next. (See J.A. 111a-113a.) For other deliveries, however, Inter-Coastal indicated that it would accept a set rate for loading and delivering a shipment on the same day. (See id.) For shipments that Inter-Coastal agreed to pick up and deliver on the same day, but which the government unexpectedly caused Inter-Coastal to "holdover" or not deliver until the following day (or the first business day following a weekend or holiday), the Tender indicated that Inter-Coastal would charge a "holdover" payment. (See J.A. 114a.) These holdover charges ranged from $400 for a weekend to $250 for a weeknight (Monday through Thursday).

The Tender also noted that, in holdover situations, the government would have the Government Bill of Lading — the document that ordinarily identifies the cargo being shipped as well as other applicable shipment terms — "annotated" so as to reflect the government's approval of the charge. The parties clarified at oral argument that, as a matter of law, the government must provide a bill of lading (GBL) at the beginning of each shipment by a common carrier. Further, counsel for the government stated that, in most instances, the terms from both a tender agreement and a GBL constitute the "contract" between the government and a common carrier for any one delivery.

In any event, the government in this case accepted Inter-Coastal's tender offer for three years, for shipments beginning in October 1994 and ending in September 1997. The parties agree that this resulted in the formation of three separate tender agreements, one for each of the three locations (Fort Worth, San Antonio, New Orleans) that Inter-Coastal would service. By the signature of its general manager, Inter-Coastal also certified for each of these agreements that it was providing transportation services "pursuant to Section 10721 of the Interstate Commerce Act, or other appropriate regulatory authority." (J.A. 87a, 116a, 143a.) Section 10721 of the ICA, now re-codified at 49 U.S.C. § 13712, generally exempts transportation-services agreements from the procurement procedures that ordinarily apply to other government contracts.

Inter-Coastal thereafter began to perform its transportation-services contracts, making thousands of government shipments during the three-year period covered by the tender agreements. The parties have stipulated that, throughout this period, Inter-Coastal had in most instances submitted a payment charge shortly after each shipment and the government had paid that charge a few days later. (See J.A. 146a, 164a-200a.) In 1995, however, a dispute arose about when the government did and did not owe holdover charges, in addition to the standard delivery rate it indisputably owed and was in fact paying. Specifically, Inter-Coastal noted that in addition to its standard "linehaul" charges for delivering a shipment, it also had submitted holdover charges for deliveries made the day after it had picked up shipments for the Forth Worth and San Antonio locations; but that, for most of these shipments, the government had thereafter refused to pay a holdover charge. By contrast, the DSO New Orleans had apparently made holdover payments in the exact same situation.

After Inter-Coastal and various government offices (e.g., DLA) exchanged letters about the matter, the government took the position that because the parties' tender agreements had in most cases specified that a single charge applied to the shipments that Inter-Coastal had to pick up one day and deliver the next, Inter-Coastal alone bore the responsibility for having failed to incorporate or "work" a holdover charge into its standard freight rate. In other words, in the government's view, Inter-Coastal could collect holdover payments for unscheduled holdovers only, not scheduled holdovers. Consistent with this understanding, the government did agree to pay holdover charges for those situations where the tender agreement specified a same-day pick-up and delivery but Inter-Coastal was nevertheless held over until the following day.

A

Dissatisfied with this analysis, Inter-Coastal continued to request relief from the various government agencies involved. In May 1996, after further investigation, the Department of the Army concluded that the government — via DSO New Orleans — had actually overpaid Inter-Coastal more than $6,500 in holdover payments. As a result, the Army's "Contracting Officer" requested assistance from the General Services Administration (GSA) for collecting on this amount. (See J.A. 35a-36a.)

In November 1996, while still performing under the tender agreements, Inter-Coastal availed itself of the administrative dispute resolution procedures established by the Transportation Act, see 31 U.S.C. §§ 3726(c)(1) and (2), submitting more than 2400 "holdover" claims to the GSA's Office of Transportation Audits. The Transportation Act's administrative procedures allow a common carrier embroiled in a contract dispute with the government to file and have its claim resolved directly by GSA itself. See id. If a carrier disagrees with GSA's findings, it may appeal to the GSA's Board of Contract Appeals or request further review by the Comptroller General. 31 U.S.C. § 3726(i)(1); see also 41 C.F.R. § 101-41.603-4 (establishing procedures for having disputed charges appealed to the Comptroller General).

The Transportation Act is part of the Interstate Commerce Act, a statute enacted in 1887 with the goal of eliminating discrimination in the provisioning of interstate transportation services. See generally Tri-State Motor Transit Co. v. United States, 39 Fed.Cl. 485, 488 (1997) (discussing the purpose of the ICA as well as the numerous amendments thereto, including the amendments made by the Transportation Acts of 1920, 1940 and 1958). The ICA also provides for a federal "civil action to recover charges for transportation or service provided by [a common] carrier," 49 U.S.C. § 14705(a), including "transportation for the United States Government," 49 U.S.C. § 14705(f). Instead of pursuing an administrative claim with GSA, then, a carrier may sue the government in federal court; but it "must begin [that] civil action," 49 U.S.C. § 14705(a), within three years "from the later of the date of — (1) payment of the rate for transportation or service involved." 49 U.S.C. § 14705(f)(1); see also 49 U.S.C. §§ 14705(f)(2)-(3) (setting forth other applicable dates not at issue in this case). In this appeal, the parties do not assert that a carrier must exhaust the Transportation Act's (i.e., the ICA's) administrative process before suing in federal court under Section 14705.

In ...