Williams Building Company Inc V Secretary Of State
Case: 23-2337 Document: 40 Page: 1 Filed: 07/23/2025
NOTE: This disposition is nonprecedential.
United States Court of Appeals
for the Federal Circuit
______________________
WILLIAMS BUILDING COMPANY, INC.,
Appellant
v.
SECRETARY OF STATE,
Appellee
______________________
2023-2337
______________________
Appeal from the Civilian Board of Contract Appeals in
Nos. 6650, 7147, Administrative Judge Harold D. Lester,
Jr, Administrative Judge Joseph A. Vergilio, Administra-
tive Judge Kathleen J. O’Rourke.
______________________
Decided: July 23, 2025
______________________
KEVIN MICHAEL COX, Camardo Law Firm, P.C., Au-
burn, NY, argued for appellant.
GEOFFREY M. LONG, Commercial Litigation Branch,
Civil Division, United States Department of Justice, Wash-
ington, DC, argued for appellee. Also represented by BRIAN
M. BOYNTON, PATRICIA M. MCCARTHY, CORINNE ANNE
NIOSI; RANDAL WAX, Office of Legal Adviser for Buildings
Case: 23-2337 Document: 40 Page: 2 Filed: 07/23/2025
2 WILLIAMS BUILDING COMPANY, INC. v. SECRETARY OF STATE
and Acquisitions, United States Department of State,
Washington, DC.
______________________
Before LOURIE, DYK, and CHEN, Circuit Judges.
LOURIE, Circuit Judge.
Williams Building Company, Inc. (“Williams”) appeals
from the decision of the Civilian Board of Contract Appeals
(“the Board”) that granted summary judgment in favor of
the Department of State’s Bureau of Overseas Building Op-
erations (“OBO”) on all three counts of its appeal to the
Board. Williams Bldg. Co. v. Dep’t of State, CBCA 23-1
B.C.A. ¶ 38328, 2023 WL 3144494 (Apr. 26, 2023) (“Deci-
sion”), J.A. 1–33. For Count I and most of Count II, the
Board determined that prior bilateral contract modifica-
tions and releases barred recovery. For the remainder of
Count II and Count III, the Board determined that Wil-
liams could not prove damages. For the following reasons,
we affirm.
BACKGROUND
As the Board noted, this case has “had a somewhat tor-
turous history.” Decision, at J.A. 2. With that in mind,
only the details most salient to the issues on appeal are
summarized below. See id. at J.A. 2–14 (providing a more
detailed history).
On June 15, 2016, Williams entered into a firm-fixed-
price contract with the OBO for renovations of an office
space in Wuhan, China. J.A. 1657–60. Following delays
and disputes over the original “issued for construction” doc-
uments, the parties agreed to contract modifications
P00007 (“modification-7”), J.A. 1793–99, and P00008
(“modification-8”), J.A. 1800–06, on March 16 and June 15,
2018, respectively. The modifications replaced the original
“issued for construction” documents with new documents,
provided for an extension of time, and each included an
Case: 23-2337 Document: 40 Page: 3 Filed: 07/23/2025
WILLIAMS BUILDING COMPANY, INC. v. SECRETARY OF STATE 3
agreement by Williams to release the government from fur-
ther liability “attributable to such facts or circumstances
giving rise to the proposals for adjustment.” J.A. 1799; J.A.
1806 (same).
Beginning in November 2018, Williams submitted a se-
ries of requests seeking additional money under the con-
tract. See Decision, at J.A. 5. Among those requests were
proposed change order (“PCO”) 075 requesting an exten-
sion of time and a request for equitable adjustment (“REA”)
for alleged breaches of contract for a cardinal change due
to the deficient original “issued for construction” docu-
ments and interference with Williams’ subcontractor,
Huashi. Id. at J.A. 5–6. Those requests eventually evolved
into two certified claims submitted to OBO on May 9, 2019:
(1) seeking a time extension—beyond what was granted in
modification-8—for alleged government-caused delays af-
ter January 31, 2018, and (2) seeking compensation for a
cardinal change claim and a breach of contract claim for
alleged interference with Huashi. Id. at J.A. 7–8. On Au-
gust 13, 2019, the OBO contracting officer issued a final
decision denying both claims. Id. at J.A. 8; J.A. 2676–701.
Subsequently, on September 28, 2019, OBO and Wil-
liams settled the first claim seeking a time extension and
a separate claim for customs storage fees with contract
modification P00020 (“modification-20”). See J.A. 1839–50.
Modification-20 provides that “[t]he contractor has three
open certified legal claims related to customs storage fees,
time delays, and cardinal changes to the contract. This [re-
quest for contract action (“RFCA”)] represents a partial set-
tlement of the first two of these claims . . . . Additional
funding to settle the Breach of Contract claims [e.g., the
cardinal change claim] will be requested when additional
funds are available.” J.A. 1847–48. The modification’s de-
scription of the scope of work provides additional details
including PCO 067 for “Additional Storage Costs,” the
aforementioned PCO 075 for “Time Extension,” and an-
other contractor release for claims “attributable to the facts
Case: 23-2337 Document: 40 Page: 4 Filed: 07/23/2025
4 WILLIAMS BUILDING COMPANY, INC. v. SECRETARY OF STATE
or circumstances set forth in [Williams’] above-referenced
PCOs.” J.A. 1850.
Then, on November 8, 2019, Williams appealed to the
Board the contracting officer’s August 13, 2019 decision
with respect to the second May 9, 2019 claim for breach.
Williams’ complaint to the Board included three counts al-
leging breach of contract: (I) for a cardinal change to the
contract, (II) for breach of the implied duty of good faith
and fair dealing due to OBO’s untimely responses to Wil-
liams’ requests for information (“RFIs”) and submittals,
and (III) for breach of the implied duty of good faith and
fair dealing due to OBO’s alleged interferences with Wil-
liams’ relationship with its subcontractor, Huashi. J.A.
93–114. The complaint did not request a specific quantity
of damages, but rather damages “in an amount to be deter-
mined at a hearing before the Board.” J.A. 115. OBO
moved for a more definite statement on damages, which the
Board granted. J.A. 40–44. The Board subsequently is-
sued a scheduling order that required Williams to provide
a detailed schedule of all costs it was seeking, along with
identification of documentary support for said costs no
later than October 16, 2020, and ordered that no other doc-
umentary support would be admitted at the hearing of the
appeal. J.A. 47–48.
Following conclusion of discovery on June 30, 2021, the
parties moved for summary judgment, and the Board
granted judgment in favor of OBO on all three counts. For
Count I, the Board determined that the broad releases in
modification-7 and -8 barred the cardinal change claim and
that modification-20 did not waive those releases. Deci-
sion, at J.A. 16–21. For Count II, the Board determined
that the majority of the identified responses were associ-
ated with the circumstances of modification-7 and -8 and
were thus barred by the releases contained therein and
that Williams failed to identify any damages associated
with the remainder. Id. at J.A. 21–24. For Count III, the
Board determined that a genuine issue of fact existed
Case: 23-2337 Document: 40 Page: 5 Filed: 07/23/2025
WILLIAMS BUILDING COMPANY, INC. v. SECRETARY OF STATE 5
precluding summary judgment as to the breach, but that
Williams failed to properly identify any costs associated
with the alleged interference with Huashi because the evi-
dence was first submitted by Williams in response to OBO’s
summary judgment motion. Id. at J.A. 24–29.
Williams timely appealed, and we have jurisdiction un-
der 28 U.S.C. § 1295(a)(10).
DISCUSSION
We review the Board’s determinations on questions of
law, including contract interpretation, de novo. Rockies Ex-
press Pipeline LLC v. Salazar, 730 F.3d 1330, 1335–36
(Fed. Cir. 2013). The Board’s factual determinations may
not be set aside unless they are “(A) fraudulent, arbitrary,
or capricious; (B) so grossly erroneous as to necessarily im-
ply bad faith; or (C) not supported by substantial evidence.”
41 U.S.C. § 7107(b); see also Rockies Express Pipeline, 730
F.3d at 1335. The Board’s decisions regarding procedure
relating to discovery and evidentiary issues shall not be
overturned unless an abuse of discretion is clear and is
harmful. Johnson Mgmt. Grp. CFC, Inc. v. Martinez, 308
F.3d 1245, 1252 (Fed. Cir. 2002).
On appeal, Williams argues that the Board erred in its
interpretation of modification-20. Williams’ argument fo-
cuses on three sentences of the description of modifica-
tion-20 included in the line-item summary table for the
contract. The description is reproduced in its entirety
herein below:
This RFCA is for time delays experienced on the
project related to design changes and a project
shutdown caused by security concerns when the
general contractor changed their major local sub-
contractor. The contractor has three open certified
legal claims related to storage fees, time delays, and
cardinal changes to the contract. This RFCA repre-
sents a partial settlement of the first two of these
Case: 23-2337 Document: 40 Page: 6 Filed: 07/23/2025
6 WILLIAMS BUILDING COMPANY, INC. v. SECRETARY OF STATE
claims. Time delays compensated by this RFCA are
related to the following changes during construc-
tion. (This RFCA addresses PCO 067 Storage costs
related to customs warehousing of critical materi-
als - $185,663.90. PCO 075 Additional Time related
Costs - $4,578,004.66. [Total: $4,763,668.56]. Bond
Cost for the preceding of $235,657.17 to cover con-
tract extension to new end date of 29 February
2020. [Grand total: $4,999,325.73]. Additional
funding to settle the Breach of Contract claims will
be requested when additional funds are available.
J.A. 1847–48 (emphases added). It is not clear whether the
reference to the “Breach of Contract claims” in the last sen-
tence includes more than the cardinal change claim, but
both parties agree that the reference includes the cardinal
change claim. Specifically, Williams argues that the final
sentence, “[a]dditional funding to settle the Breach of Con-
tract claims will be requested when additional funds are
available,” represents an agreement to its entitlement to
its cardinal change claim. Williams Br. at 24. According
to Williams, the above language unambiguously provides
that modification-20 was intended to be a global resolution
of all Williams’ outstanding claims, “a partial settlement of
the first two” claims relating to storage fees and time de-
lays, and an agreement to Williams’ entitlement to the car-
dinal change claim by acknowledgement that those funds
“will be requested when additional funds are available.”
Id. at 25–26. We disagree.
The plain language of modification-20 does not concede
liability for Williams’ cardinal change claim. Contrary to
Williams’ assertions, the above paragraph makes clear
that modification-20 is meant to address the first two
claims only. It specifically notes that there are “three open
certified legal claims” and the agreement “represents a par-
tial settlement of the first two.” J.A. 1847. The next two
sentences go on to describe the settlement of the first two
claims in greater detail without mentioning the cardinal
Case: 23-2337 Document: 40 Page: 7 Filed: 07/23/2025
WILLIAMS BUILDING COMPANY, INC. v. SECRETARY OF STATE 7
change claim. The final sentence then addresses the
“Breach of Contract claims” which includes the cardinal
change claim. At most, the final sentence can be read as
an agreement to keep the cardinal change claim open for
future settlement negotiations after additional funds have
been requested. That understanding is bolstered by the
scope of work description on the last page of the agreement,
which provides additional details of the agreement with re-
spect to the storage costs and the time extension, including
a release of further liability from those claims for the gov-
ernment. See J.A. 1850. What the scope of work does not
contain is of particular note; there is no agreement to lia-
bility for the cardinal change claim or any mention of the
claim at all. See id. When viewed as a whole, it is clear
that modification-20 was not intended to concede liability
for the cardinal change claim.
Williams makes two arguments in the alternative re-
garding interpretation of the modifications. First, it argues
that modification-20 vitiated the releases in the earlier
modification-7 and -8 and thus allows for its Count I cardi-
nal change claim. Williams Br. at 27–30. And second, it
argues that modification-7 and -8 did not release all costs
associated with its breach claims allowing for additional
costs associated with its cardinal change claim. Id. at 30–
33. For similar reasons, those arguments also fail.
The basis for Williams’ cardinal change and first
breach of implied duty for delayed responses claims is the
substitution of the original “issued for construction” docu-
ments with new “issued for construction” documents. The
substitution of those documents is expressly addressed by
modification-7, J.A. 1793–99, and time delays associated
with the unsuitable original documents is expressly cov-
ered by modification-8, J.A. 1800–06. The language of the
contractor releases is clear. Williams agreed to release the
government from “any and all liability . . . attributable to
such facts or circumstances giving rise to the proposals for
adjustment” for both modifications. J.A. 1799 (emphasis
Case: 23-2337 Document: 40 Page: 8 Filed: 07/23/2025
8 WILLIAMS BUILDING COMPANY, INC. v. SECRETARY OF STATE
added); see also J.A. 1806. At bottom, modification-7 and -
8 released the government from “any and all” liability for
additional claims associated with the document substitu-
tion, and nothing in the subsequent modification-20
demonstrates an intent to alter those original release
agreements. We therefore agree with the Board’s conclu-
sion that the prior bilateral contract modifications and re-
leases barred Count I and the relevant portions of Count
II.
Notwithstanding the contract interpretation argu-
ments, Williams argues that the Board erred in granting
summary judgment in favor of OBO on Count III because
it erred in granting OBO’s earlier motion for a more defi-
nite statement on costs. According to Williams, the Board
violated its Rule 6(d) because it provides that “[t]he Board
may allow a party . . . to move for a more definite statement
in lieu of filing an answer.” Williams Br. at 33–36 (quoting
48 C.F.R. § 6101.6). That is because OBO both failed to
seek leave to file its motion and filed its answer while the
motion was still pending. Id. However, the Board specifi-
cally addressed that precise issue in its order. See J.A. 42.
It interpreted OBO’s motion as seeking to enforce Rule 6(a)
that requires a complaint to “stat[e] in simple, concise, and
direct terms the factual basis for each claim and the
amount in controversy,” and determined that Williams’
complaint failed to satisfy that requirement. J.A. 42 (quot-
ing 48 C.F.R. § 6101.6). The Board has discretion regard-
ing issues of case management, and we see no abuse of
discretion in its enforcement of its rules in that manner.
See Johnson Mgmt. Grp., 308 F.3d at 1252 (finding no
abuse of discretion in denial of discovery motions).
Williams further argues that the Board abused its dis-
cretion by issuing a scheduling order that required it to
provide a detailed breakdown of its costs and supporting
documentation because “requiring [Williams] to provide
proof of all damages prior to discovery” was prejudicial.
Williams Br. at 35–36. We disagree. As an initial matter,
Case: 23-2337 Document: 40 Page: 9 Filed: 07/23/2025
WILLIAMS BUILDING COMPANY, INC. v. SECRETARY OF STATE 9
Williams was not required to provide proof of all damages
prior to discovery. There was a nearly five-month window
after the opening of discovery until the final breakdown of
costs and supporting documentation were due. See
J.A. 47–49 (opening discovery on May 27, 2020, and order-
ing a complete schedule of cost with supporting documen-
tation due on October 16, 2020). Furthermore, Williams
has offered no explanation as to why that time was insuffi-
cient for it to understand and identify its own costs that it
was seeking as part of its breach claim and provide its own
documentation supporting those costs. Williams has there-
fore failed to establish an abuse of discretion in the Board’s
order or demonstrate prejudice. See Curtin v. Off. of Pers.
Mgmt., 846 F.2d 1373, 1379 (Fed. Cir. 1988) (“If an abuse
of discretion did occur with respect to the discovery and ev-
identiary rulings, in order for petitioner to prevail on these
issues he must prove that the error caused substantial
harm or prejudice to his rights which could have affected
the outcome of the case.”).
Williams’ argument continues that the Board erred by
refusing to consider its evidence of costs first submitted in
its opposition to summary judgment because it “did not
have a full understanding of th[o]se costs until it reviewed
documents provided by OBO.” Williams Br. at 36. Again,
we disagree. Williams’ brief goes on to identify a wide va-
riety of evidence from discovery that speaks to the merits
of its breach claim, but none that demonstrates that Wil-
liams was unaware of the costs of the alleged breach or that
it could not have identified those costs and the supporting
documents in accordance with the Board’s scheduling or-
der. See id. at 38–52. Because the Board did not abuse its
discretion in issuing the scheduling order, we see no abuse
of discretion in enforcing it later in the proceeding to grant
summary judgment in favor of OBO on Count III.
Case: 23-2337 Document: 40 Page: 10 Filed: 07/23/2025
10 WILLIAMS BUILDING COMPANY, INC. v. SECRETARY OF STATE
CONCLUSION
We have considered Williams’ remaining arguments
and find them unpersuasive. For the foregoing reasons, we
affirm the decision of the Board.
AFFIRMED