Case: 20-2024 Document: 48 Page: 1 Filed: 09/22/2021
NOTE: This disposition is nonprecedential.
United States Court of Appeals
for the Federal Circuit
______________________
STARWALKER PR LLC,
Appellant
v.
SECRETARY OF THE ARMY, SECRETARY OF
DEFENSE,
Appellees
______________________
2020-2024
______________________
Appeal from the Armed Services Board of Contract Ap-
peals in Nos. 60485, 60775, Administrative Judge J. Reid
Prouty, Administrative Judge Richard Shackleford, Ad-
ministrative Judge Timothy Paul McIlmail.
______________________
Decided: September 22, 2021
______________________
MATTHEW JAMES DOWD, Dowd Scheffel PLLC, Wash-
ington, DC, argued for appellant. Also represented by
ROBERT JAMES SCHEFFEL; MICHAEL J. SCHAENGOLD, Green-
berg Traurig, P.A., Washington, DC.
DOMENIQUE GRACE KIRCHNER, Commercial Litigation
Branch, Civil Division, United States Department of Jus-
tice, Washington, DC, argued for appellees. Also
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2 STARWALKER PR LLC v. SECRETARY OF THE ARMY
represented by BRIAN M. BOYNTON, ROBERT EDWARD
KIRSCHMAN, JR., PATRICIA M. MCCARTHY.
______________________
Before PROST, CHEN, and HUGHES, Circuit Judges.
CHEN, Circuit Judge.
The Armed Services Board of Contract Appeals (Board)
held that the base-year Host Nation Trucking (HNT) con-
tract between Starwalker PR LLC 1 (Starwalker) and the
Government did not obligate the Government to pay
Starwalker for “backhaul” trips that were not directed by
the Government on an official Logistics Movement Request
(LMR) or Transportation Movement Request (TMR). Be-
cause we agree with the Board that the contract language
unambiguously requires the Government to pay only for
transport movement requested via an LMR or TMR, we af-
firm.
BACKGROUND
A
In March 2009, Starwalker and the Government en-
tered into HNT contract number W91B4N-09-D-5005 (Con-
tract). The purpose of the Contract was for Starwalker to
provide “logistics support and management necessary” to
move material and cargo to and from various sites in Af-
ghanistan. See J.A. 170. The base period of the Contract
1 Starwalker PR LLC is the successor to several com-
panies, including those that performed the trucking ser-
vices pursuant to the contract at issue. All claims against
the Government for unpaid compensation under the Con-
tract were assigned to Starwalker PR LLC. For ease of ref-
erence, we refer to Starwalker PR LLC and its predecessors
collectively as Starwalker herein.
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STARWALKER PR LLC v. SECRETARY OF THE ARMY 3
ran from March 16, 2009 to March 15, 2010, and the Con-
tract included an option for one additional year.
The Contract stated that the Government would order
Starwalker to undertake operations as specified or directed
on an LMR or TMR. Each LMR or TMR—referred to by
Starwalker as “mission sheets”—listed the origin from
which Starwalker was to pick up cargo, the destination,
and indicated whether a return trip was authorized. See,
e.g., J.A. 2058, 2060. Each mission sheet required a signa-
ture from the appropriate Government Point of Contact at
both the origin and the destination. See id.; J.A. 179
(§ 4.11.1). The provisions in the Contract’s Statement of
Work (SOW), through which the Government directed
Starwalker’s movements, included in relevant part:
1.3 Compliance. Contractor must comply with all
movement requirements in theater to include but
not limited to the Logistics Movement Re-
quest/Transportation Movement Request
(LMR/TMR) process, in coordination with the Joint
Movement Control Battalion (JMCB).
J.A. 170.
4.1 Delivery Locations. Contractor shall operate
convoys to and from any location within the Af-
ghanistan Theater of Operations, as directed on the
official LMR/TMR, and issued through the JMCB.
J.A. 175.
4.10 Backhaul/Retrograde Operations. Con-
tractor shall pick up and deliver equipment and re-
sources associated with backhaul/retrograde
operations to and from any location within the Af-
ghanistan Theater of Operations as indicated on an
official LMR/TMR.
J.A 179.
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4 STARWALKER PR LLC v. SECRETARY OF THE ARMY
The base-year Contract did not define backhaul, but
the undisputed common meaning of the word “backhaul” is
movement of a vehicle from its destination point—i.e.,
where it was ordered to deliver cargo—to its origin. See
Appellant’s Br. 12; Appellee’s Br. 7–8; J.A. 905; Oral Arg.
at 22:38–22:57 (counsel for the Government agreeing “that
backhaul is returning to the point of origin”).
The Contract also specified that Starwalker was per-
mitted to invoice the Government only for services “di-
rected by the Government.” Section E-1 of the Contract,
entitled “Invoicing,” stated:
The contractor shall only invoice for days of actual
service performance. Specifically, time spent for
mobilization, demobilization, rest and relaxation,
sick leave or any event not directed by the Govern-
ment shall not be included as a day of services for
the purposes of invoices submitted to the Govern-
ment.
J.A. 136.
As § E-1 suggests, compensation for trucking services
was determined by the number of “days” required for each
mission. Section 4.2 of the SOW further provided in rele-
vant part:
4.2 Mission Days. One mission day will be allowed
for every 200 km of distance traveled within Af-
ghanistan.
J.A. 175. 2
2 Appendix A of the Contract includes a Price Sched-
ule that detailed the rates for each mission day for various
types of trucks during the contract term. J.A. 132–35.
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STARWALKER PR LLC v. SECRETARY OF THE ARMY 5
After cargo was delivered to its destination, the Con-
tract required Starwalker to return the original, signed
mission sheets to the Project Manager “upon mission com-
pletion.” See SOW § 4.11.1:
4.11.1 Cargo Documentation. Contractor shall
present shipping documentation to the authorized
[Point of Contact] at final destination for signature.
If a signature cannot be obtained, [Convoy Team
Leader] will sign in lieu of the destination [Point of
Contact]. The [Convoy Team Leader] will docu-
ment any names and/or other critical information
pertinent to why the appropriate signature could
not be obtained. Contractor shall return all ship-
ping documentation immediately to the [Program
Manager] upon mission completion.
J.A. 179.
As part of the bidding and solicitation process,
Starwalker sought clarity about compensation under SOW
§ 4.10 (Q&A 34). Starwalker asked the Government: “Will
backhaul/retrograde operations be charged short haul and
long haul mission rates? (Ref: 4.10),” and the Government
replied “Backhaul/retrograde operations will be counted in
accordance with SOW para 4.2.” J.A. 635.
B
Shortly after Starwalker began performance of the
Contract, a dispute arose about whether backhaul not ex-
plicitly directed on a mission sheet were compensable. See,
e.g., J.A. 843–48. Starwalker claimed that § 4.11.1 of the
SOW directed each truck to return to the Project Manager’s
location, i.e., the point of origin in most cases, after cargo
delivery. See J.A. 876 (“The [Government] requires each
[contractor] to return an Original Mission Sheet in for va-
lidity at Close Out. This in essence is the Government
directing us to return to the carriers home location.”). In
effect, Starwalker claimed it was due nearly twice the
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6 STARWALKER PR LLC v. SECRETARY OF THE ARMY
compensation it was paid by the Government, because the
contract purportedly required the Government to pay for
cargo-less trucks to return to their point of origin. See J.A.
863. According to Starwalker, the Government’s position
was that compliance with SOW § 4.11.1 did not require the
return of the actual truck to the origin or Program Man-
ager, just the mission sheets. See J.A. 876.
The Government exercised the option year of the Con-
tract despite the dispute over backhaul but modified sev-
eral contract provisions. The Government modified § 4.10
for the option year to state:
4.10 Backhaul. Backhaul is the return movement
of a truck, without [Government] cargo, from the
point of delivery to the origination point, or any an-
other point as determined by the Contractor. Back-
haul is not compensated by the [Government],
unless specifically negotiated by the MCB in ad-
vance of movement. If a truck uploads new cargo
following a download at a point of delivery, the
movement of the truck to a new point of delivery
will be as directed on an official LMR/TMR and the
terms of this contract.
J.A. 244.
The Government also modified SOW § 4.2 for the op-
tion year by adding language stating that “[a] day is only
considered a mission day when the truck is moving cargo,
unless otherwise directed by MCB. Absent MCB direction,
if the Contractor is not moving cargo, it is not considered a
mission day.” J.A. 239–40.
C
In December 2015 and May 2016, Starwalker submit-
ted claims to the contracting officer for “unpaid backhaul
charges” during the base and option years, respectively.
Although the Contract for the option year expressly for-
bade invoicing for backhaul, Starwalker claimed it was
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STARWALKER PR LLC v. SECRETARY OF THE ARMY 7
coerced into signing the contract modification by the Gov-
ernment and thus was due compensation for backhaul un-
der the base year contract language. See J.A. 658–59. The
contracting officer did not respond to Starwalker’s base-
year claim, rendering it rejected, and rejected Starwalker’s
option-year claim in June of 2016. See J.A. 661–62.
Starwalker appealed the rejection of its claims to the
Board. Three merits-based questions relevant to this ap-
peal were at issue in the Board proceeding: (1) whether the
Contract’s base-year language authorized payment for
backhaul operations not directed on a mission sheet; (2)
whether Starwalker was coerced into signing the contract
modification; and (3) whether the statute of limitations had
run for any of Starwalker’s claims. The Board held a three-
day hearing in July 2017.
In March 2020, the three-judge panel issued two deci-
sions, both of which agreed on the outcome—Starwalker is
not entitled to payment for backhaul—but differed in rea-
soning. See Appeals of -- Starwalker PR LLC, ASBCA Nos.
60485, 60755, 20-1 BCA ¶ 37551, 2020 WL 1557478, (Mar.
2, 2020) (Board Opinion) (J.A. 1–9). 3 Judge McIlmail, who
led the proceedings, wrote that Starwalker’s failure to raise
quantum—i.e., the damages it contended it was owed—in
its post-trial brief doomed its claim. See id. at 3. Judge
Shackleford’s opinion, joined by Judge Prouty, 4 considered
3 As the reported version of the Board Opinion is not
paginated, the page references cited herein are to the opin-
ion pages in the Joint Appendix.
4 The parties dispute whether Judge Shackleford’s
or Judge McIlmail’s opinion reflects the majority. See Ap-
pellant’s Br. 35–36; Appellee’s Br. 13. We view Judge
Shackleford’s opinion as the majority as it was joined by
Judge Prouty, Board Opinion at 9, and understand the ti-
tles of the respective opinions—the “Opinion” by Judge
McIlmail and the “Concurring Opinion” by Judge
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8 STARWALKER PR LLC v. SECRETARY OF THE ARMY
Starwalker’s claim on the merits. See id at 5. That major-
ity opinion determined that the base-year contract lan-
guage unambiguously “lead[s] to the conclusion that
backhaul is only paid when the government requests
(through a Logistic Movement Request) that cargo be
hauled from the delivery point to somewhere else in” Af-
ghanistan. Id. at 8. It found no conflict between base-year
§ 4.10 and modified option year § 4.10, as modified § 4.10
“clarif[ied] what was already clear – backhaul is not paya-
ble unless requested by the [Government] by issuing an
LMR/TMR.” Id. Because the majority opinion’s interpre-
tation of the Contract was dispositive of Starwalker’s ap-
peal, it did not address whether the Government coerced
Starwalker into agreeing to modify the Contract or
whether any of Starwalker’s claims were barred by the
statute of limitations.
Starwalker timely appealed. We have jurisdiction un-
der 28 U.S.C. § 1295(a)(10).
DISCUSSION
We review the Board’s interpretation of a Government
contract de novo. See 41 U.S.C. § 7107(b)(1); States Roofing
Corp. v. Winter, 587 F.3d 1364, 1368 (Fed. Cir. 2009). “Con-
struction of the language of the contract to determine
whether there is an ambiguity is a question of law which
we review without deference.” Gardiner, Kamya & Assocs.,
P.C. v. Jackson, 467 F.3d 1348, 1353 (Fed. Cir. 2006). The
Board’s factual findings “shall be final and conclusive and
shall not be set aside unless the decision is (A) fraudulent,
arbitrary, or capricious; (B) so grossly erroneous as to nec-
essarily imply bad faith; or (C) not supported by substan-
tial evidence.” 41 U.S.C. § 7107(b)(2)(A)–(C).
Shackleford—to reflect that Judge McIlmail was the lead
judge for the proceeding.
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STARWALKER PR LLC v. SECRETARY OF THE ARMY 9
This appeal requires us to determine whether the Con-
tract unambiguously required the backhaul movement of
trucks to be directed by the Government on an LMR or
TMR to be compensable. As explained below, we agree
with the Board that it did. Therefore, like the Board, we
need not reach any factual issues pertaining to coercion or
the Government’s statute of limitations defense.
A
“Contract interpretation begins with the language of
the written agreement.” NVT Techs., Inc. v. United States,
370 F.3d 1153, 1159 (Fed. Cir. 2004). “In contract interpre-
tation, the plain and unambiguous meaning of a written
agreement controls.” Hercules Inc. v. United States, 292
F.3d 1378, 1380–81 (Fed. Cir. 2002) (quoting Craft Mach.
Works, Inc. v. United States, 926 F.2d 1110, 1113 (Fed. Cir.
1991)). We must interpret a contract “in a manner that
gives meaning to all of its provisions and makes sense,”
Langkamp v. United States, 943 F.3d 1346, 1353 (Fed. Cir.
2019) (quoting McAbee Constr., Inc. v. United States, 97
F.3d 1431, 1435 (Fed. Cir. 1996)), and we seek to “avoid[]
conflict or surplusage of [the contract’s] provisions,” United
Int’l Investigative Servs. v. United States, 109 F.3d 734, 737
(Fed. Cir. 1997) (quoting Granite Constr. Co. v. United
States, 962 F.2d 998, 1003 (Fed. Cir. 1992)); see also NVT
Techs., 370 F.3d at 1159 (explaining that interpretations
should “harmonize and give reasonable meaning” to all
parts of the contract, rather than “leave[] a portion of the
contract useless, inexplicable, void, or superfluous”). Con-
tract provisions should not “be construed as being in con-
flict with [one] another unless no other reasonable
interpretation is possible.” Hol-Gar Mfg. Corp. v. United
States, 351 F.2d 972, 979 (Ct. Cl. 1965).
SOW §§ 1.3, 4.1, 4.2, and 4.10, and § E-1 of the Con-
tract make clear that only movement directed by the Gov-
ernment—backhaul or otherwise—was compensable.
Read together, §§ 1.3, 4.1, and 4.10 required Starwalker to
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10 STARWALKER PR LLC v. SECRETARY OF THE ARMY
“comply with all movement requirements” (§ 1.3), such as
transporting “equipment and resources . . . as indicated on”
(§ 4.10) or “as directed on the official LMR/TMR” (§ 4.1).
Most critically, § 4.10, the only contract provision that
mentioned backhaul, explicitly tied “Backhaul Operations”
to Government directed movement “as indicated on an offi-
cial LMR/TMR.” Section 4.2 and Appendix A priced ser-
vices in terms of “mission days.” J.A. 132–34, 175. When
read in conjunction with § E-1, which permitted invoicing
only for “days of actual service” and expressly precluded in-
voicing for “any event not directed by the Government,”
J.A. 136, the only reasonable interpretation of the Contract
is that the Government could be invoiced only for move-
ment that was directed on an LMR or TMR.
B
Starwalker’s primary argument to the contrary is
based on SOW § 4.11.1’s mandate that mission sheets be
returned to the Program Manager “upon mission comple-
tion.” J.A. 179. Starwalker asserts that missions were not
complete until the mission sheets were delivered to the
Program Manager in Bagram, and thus return trips to
Bagram were compensable as directed by the Government
because they were part of the mission. See, e.g., Appellant’s
Br. 42–56. Starwalker attempts to bolster its argument by
pointing to language in § 4.10 requiring Starwalker to
transport “resources” “associated with backhaul” per the
Government’s request. See id. at 47–48 (citing J.A. 179).
Starwalker’s mission-sheet-based arguments are un-
persuasive. First, Starwalker’s contention that the return
of mission sheets was compensable as part of the “mission”
is based on a faulty reading of § 4.11.1, which states that
the “[c]ontractor shall return all shipping documentation
immediately to the PM upon mission completion.” J.A. 179
(emphasis added). A plain reading of that sentence indi-
cates that the mission is completed prior to the mission
sheets being returned. And instead of directing us to a
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STARWALKER PR LLC v. SECRETARY OF THE ARMY 11
contract provision supporting its contrary argument,
Starwalker argues that the lack of an express definition for
“mission completion” in the Contract renders it ambiguous.
Oral Arg. 19:43–20:50. We disagree. Setting aside
whether there is any ambiguity as to the precise moment a
mission ended, the only reasonable reading of § 4.11.1 is
that the return of the mission sheets occurs after mission
completion.
Second, Starwalker’s reliance on § 4.10 is misplaced.
Even assuming arguendo that mission sheets are Govern-
ment “resources” under § 4.10, that provision requires
Starwalker to “pick up and deliver” such “resources associ-
ated with backhaul[ ] operations” “as indicated on an offi-
cial LMR/TMR.” J.A. 179. As the record is devoid of any
LMR or TMR directing Starwalker to return mission
sheets, § 4.10 provides Starwalker no reprieve.
Third, Starwalker fails to explain why, even if mission
completion required the mission sheets to be returned to
the Program Manager, every truck in a convoy had to indi-
vidually return with its mission sheet. Starwalker asserts
that “[a] single mission could frequently involve hundreds
of cargo trucks with 50–100 security personnel.” Appel-
lant’s Br. 17. If each truck carried its own mission sheet,
then all § 4.11.1 required Starwalker to return to the Pro-
gram Manager is a stack of mission sheets. Neither of
Starwalker’s briefs explains why it would require hundreds
of trucks—or even a single truck—to do so. See generally
Appellant’s Br.; Appellee’s Reply Br. 7–11 (asserting, with-
out explanation, that return of each truck was required by
§ 4.11.1). Starwalker’s explanation at oral argument was
similarly lacking. It first claimed that “the instruction on
the LMR/TMR itself is that the driver itself has to keep the
mission sheet and then return to Bagram.” Oral Arg. 8:22–
9:10 (citing J.A. 2058). But the portions of the mission
sheet cited by Starwalker say no such thing. The “instruc-
tions” cited by Starwalker only warn the “receiver” “not [to]
keep the original mission sheet” and that the sheet is the
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12 STARWALKER PR LLC v. SECRETARY OF THE ARMY
“carrier’s proof of mission completion.” J.A. 2058. No-
where do the mission sheets instruct individual drivers to
keep them, personally return them, or require them to be
returned in the vehicle that made the delivery. See id. On
its second try, Starwalker simply stated, again without ex-
planation, that the “realities of what was going on in Af-
ghanistan in 2009 and 2010” created a situation where
“there was no feasible way to return these other than that.”
Oral Arg. 9:10–9:58. Given the straightforward under-
standing of the contract as a whole, as explained above, we
are left without any basis to adopt Starwalker’s interpre-
tation of § 4.11.1.
C
Starwalker’s remaining arguments premised on the
Q&A and the invoicing clause are similarly unavailing.
Contrary to what Starwalker implies, Q&A 34 did not ad-
dress backhaul in the abstract. See Appellant’s Br. 48–53.
Instead, it referred to “retrograde/backhaul operations” in
the context of § 4.10. See J.A. 635. Thus, the only reason-
able interpretation of Q&A 34 is that, when the Govern-
ment stated that backhaul “will be counted in accordance
with SOW para 4.2,” see id., it was stating that any back-
haul operations “indicated on an official LMR/TMR” would
be counted as mission days according to § 4.2. As to § E-1,
the invoicing clause, we determined above that the return
of the mission sheets via individual trucks was not directed
by the Government. Thus, there was no need for the Gov-
ernment to explicitly list backhaul as a non-compensable
activity. Section E-1’s prohibition on invoicing for “any
event not directed by the Government” already clarified
that such movement not directed on an LMR or TMR was
not compensable. And as we find no ambiguity in the base-
year contract language, we agree with the Board majority
opinion that the modification clarified the original intent of
the Contract.
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STARWALKER PR LLC v. SECRETARY OF THE ARMY 13
CONCLUSION
We have considered Starwalker’s remaining argu-
ments and find them unpersuasive. For the foregoing rea-
sons, the decision of the Board is affirmed.
AFFIRMED