CBX Technologies, Inc. v. GCC Technologies, LLC, No. 11-1380 (4th Cir. 2011)
Annotate this CaseCourt Description: Unpublished opinion after submission on briefs: Vacated and remanded
Download PDF
UNPUBLISHED UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT No. 11-1380 CBX TECHNOLOGIES, INCORPORATED, Plaintiff - Appellant, v. GCC TECHNOLOGIES, Consultants, LP, LLC, f/k/a Government Contract Defendant - Appellee. Appeal from the United States District Court for the District of Maryland, at Baltimore. James K. Bredar, District Judge. (1:10-cv-02112-JKB) Submitted: November 23, 2011 Decided: December 13, 2011 Before DUNCAN, KEENAN, and DIAZ, Circuit Judges. Vacated and remanded by unpublished per curiam opinion. John Christopher Belcher, Oxon Hill, Maryland, for Appellant. Keith Leon Baker, BARTON, BAKER, THOMAS & TOLLEE, McLean, Virginia, for Appellee. Unpublished opinions are not binding precedent in this circuit. PER CURIAM: CBX Technologies, Inc. ( CBX ), a California corporation, brought this one-count breach of contract action against GCC Technologies, LLC ( GCC ), a Maryland corporation, pursuant to 28 U.S.C. § 1332 (2006). The district court granted GCC s motion to dismiss for lack of subject matter jurisdiction, and, alternatively, for failure to state a claim. CBX appeals. In early 2009, CBX became interested in pursuing a government contract with the United States Education s Federal Student Aid ( FSA ) program. Department of CBX, however, was not eligible to enter a bid as a primary contractor, so it sought out an eligible contractor with whom it could jointly bid, eventually contacting GCC. GCC entered into a teaming On September 3, 2009, CBX and agreement pursuant submitted a bid (the Teaming Agreement). to which they CBX alleges that the Teaming Agreement provided that GCC would provide 51% of the full-time employees and receive 51% of the contract s value, while CBX was to provide 49% of the full-time employees and receive 49% of its value. The Teaming Agreement provided that it was to automatically expire upon . . . [t]he execution of a subcontract agreement between GCC and CBX pursuant to a Prime Contract Project. by the [Department of (J.A. 24). 2 Education] to GCC for the In late September 2009, GCC was awarded the contract, which had a value of $2,401,494.40. On approximately October 1, 2009, place five CBX employees were in to work on the FSA contract, though it is not clear when work began. In June 2010, CBX and GCC executed a subcontract agreement with a retroactive effective date of November 9, 2009 (the Subcontract Agreement). The Subcontract Agreement provides that it supersedes all previous written or oral representation or agreements [T]eaming agreement matter between [A]greement, between that and (J.A. CBX s and [CBX], . . . GCC hereof. specifies GCC and [CBX] 53). any, including constitutes with The employees if respect working under the entire the to Subcontract subject Agreement the were to remain under CBX s direction and control. any also subcontract CBX asserted, however, that starting almost immediately after the parties began work on the contract, GCC President James Bailey attempted to supervise the employees in a manner they found offensive, causing four of the five employees to quit by early 2010. Bailey also is alleged to have interfered with CBX s attempts to replace the employees. After some initial communications, Bailey sent a letter to CBX on July 15, 2010, terminating the parties agreement. CBX claims that it should have $1,176,000 from its work in the FSA contract. 3 received at least As of the filing of its complaint, however, CBX had been paid less than $200,000. Accordingly, CBX seeks $976,000 in compensatory damages. specific allegation is that GCC has . . . CBX s breached the [T]eaming [A]greement with CBX as subsequently incorporated into the written [S]ubcontract [A]greement by GCC s interfering with CBX s employees work and retention, by refusing to allow CBX to hire new employees to work under the subcontract, terminating the agreement without just cause. GCC filed an answer, asserting and by failed to (J.A. 7). that CBX state a claim upon which relief could be granted. Subsequently, GCC moved to dismiss under Fed. R. Civ. P. 12(b)(1) for lack of subject matter jurisdiction and, alternatively, under Fed. R. Civ. P. 12(b)(6) for failure to state a claim. The the case district with court prejudice. granted The GCC s court motion, observed dismissing that the suit alleged a breach only of the Teaming Agreement, yet the Teaming and Subcontract [T]eaming Agreements [A]greement [S]ubcontract made was it not [A]greement. (J.A. beyond clear incorporated 63). that into Because the the CBX s allegations about GCC s actionable conduct appear to relate to the time after concluded that satisfied. even if the the (Id.). the teaming agreement amount-in-controversy expired, the requirement court was not The district court went on to explain that teaming agreement 4 had been in effect and been breached by GCC, jurisdiction still would be lacking because the Teaming Agreement expresses . . . only an intent that CBX would receive 49 percent under the contract that the parties hoped would be awarded in the future, and as such, the court had no way to calculate damages. The district court also ruled, that CBX failed to state a claim. in the alternative, In this regard, the court reiterated that the Teaming Agreement was not in effect at the time of the alleged breach and that, even if it had been in effect, the Teaming Agreement has no provision to measure district court s damages. We are constrained to vacate the order and remand this action for further proceedings. as we must, with subject matter jurisdiction. Citizens for a Better Env t, 523 U.S. 83, We begin, See Steel Co. v. 94 (1998). The relevant principles of the amount-in-controversy requirement, 28 U.S.C. § 1332 (2006), are well settled. claimed amount by in the plaintiff controversy, controls and if a the Generally, the sum determination plaintiff seeks a of sum the that satisfies the statutory minimum, a federal court may dismiss only if it is apparent, to a legal certainty, that the plaintiff cannot recover the amount claimed. JTH Tax, Inc. v. Frashier, 624 F.3d 635, 638 (4th Cir. 2010) (internal quotation marks and emphasis omitted). 5 Where, as here, a defendant challenges the existence of subject matter jurisdiction in fact, the plaintiff bears the burden of proving the truth of such facts by a preponderance of the evidence. United States ex rel. Vuyyuru v. Jadhav, 555 F.3d 337, 347 (4th Cir. 2009). Where the jurisdictional facts are so intertwined with the facts upon which the ultimate issues on the merits must be resolved, the entire factual dispute is appropriately resolved only by a proceeding on the merits. Id. at 348 (internal citations and quotation marks omitted). Here, the jurisdictional and merits facts are intertwined because both the jurisdictional and merits inquiries turn on whether the Teaming Agreement was in effect at the time of the alleged breach. As to jurisdiction, whether the Teaming Agreement was in effect is dispositive because the complaint alleges breach only of the Teaming, and not the Subcontract, Agreement. time of If the Teaming Agreement was not in effect at the the certainty alleged that requirement. was still CBX breach, did not it would meet be the clear at issues legal As to the merits, whether the Teaming Agreement in effect 349-50 were a amount-in-controversy is dispositive because allegedly breached was the Teaming Agreement. F.3d to not (concluding jurisdictional intertwined inquiries differed). because and elements the contract Cf. Jadhav, 555 merits of factual respective The district court s reliance on the same 6 reasons to dismiss the action on both jurisdictional and merits grounds further indicates that the facts relating to the two issues are intertwined. Because relating to the district court the jurisdictional merits erred in matter jurisdiction. (4th Cir. 1982). Teaming Agreement of CBX s basing facts claim are dismissal on and the facts intertwined, lack of the subject See Adams v. Bain, 697 F.2d 1213, 1220 Rather, the factual dispute -- whether the was in effect at the time of the breach -- must be assessed in a proceeding on the merits. alleged As to the merits, GCC argues that, under Rule 12(b)(6), CBX failed to state a claim on which relief could be granted. To survive a Rule 12(b)(6) motion, CBX s complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face. Francis v. Giacomelli, 588 F.3d 186, 193 (4th Cir. 2009) (quoting Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949 (2009)) (emphasis omitted). A court may consider documents a defendant attaches to its Rule 12(b)(6) motion if the documents w[ere] integral to and explicitly relied on in the complaint [their] and if authenticity. the plaintiff[] Am. do[es] Chiropractic not Ass n challenge v. Trigon Healthcare, Inc., 367 F.3d 212, 234 (4th Cir. 2004) (internal quotation marks and alteration omitted). 7 In evaluating the Rule 12(b)(6) motion, the district court properly considered the copies of the Subcontract Agreements GCC attached to its motion. record does not reveal whether the Teaming effect at the time of the alleged breach. FSA contract employees in in late place September on 2009, approximately Teaming and However, the Agreement was in GCC was awarded the and CBX October had 1, its 2009. five CBX alleges that Bailey began acting in a way the employees found offensive [s]tarting almost immediately after GCC and CBX started work on the project; that conduct forms the basis for the claim of breach. The Subcontract Agreement did not go into effect, terminate and thereby the Teaming Agreement, until November 9, 2009. It is not clear from the record exactly when work when began, dispositive and factual the issues alleged -- breach issues that occurred. were not The properly resolved on the face of the pleadings are (1) whether work began before the November 9, 2009 retroactive effective date of the Subcontract occurred erred in before Agreement, November finding on the and 9, if 2009. record so, (2) Thus, before it whether the a breach district that the court Teaming Agreement was no longer in effect at the time of the alleged breach, and in finding a lack of jurisdiction on this basis. The district court s alternative rationale for dismissal -- that CBX did not state a claim even if the Teaming 8 Agreement had been in effect at the time of the alleged breach - is also unpersuasive. First, the district court s analysis appears own to rest on its characterization of the Teaming Agreement as manifesting only an intent that CBX would receive 49% of the contract s value, and as providing no mechanism for payment. Second, the court does not explain why CBX was obliged to show a precise measure of damages in order to survive GCC s Rule 12(b)(6) motion. Accordingly, we are not able to uphold the dismissal on this alternate basis. For district the court foregoing erred reasons, in we dismissing conclude CBX s that the complaint. Accordingly, we vacate the court s order and remand for further proceedings consistent with this opinion. We dispense with oral argument because the facts and legal contentions are adequately presented in the materials before the court and argument would not aid the decisional process. VACATED AND REMANDED 9
Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You should read the full case before relying on it for legal research purposes.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.
