Case: 20-1449 Document: 35 Page: 1 Filed: 02/26/2021
United States Court of Appeals
for the Federal Circuit
______________________
CREATIVE MANAGEMENT SERVICES, LLC, DBA
MC-2,
Plaintiff-Appellant
v.
UNITED STATES,
Defendant-Appellee
______________________
2020-1449
______________________
Appeal from the United States Court of Federal Claims
in No. 1:18-cv-01864-LKG, Judge Lydia Kay Griggsby.
______________________
Decided: February 26, 2021
______________________
CHARLES A. WEISS, Bryan Cave Leighton Paisner LLP,
St. Louis, MO, for plaintiff-appellant. Also represented by
STEPHEN R. SNODGRASS; ADAM L. SHAW, Washington, DC.
SONIA W. MURPHY, Commercial Litigation Branch,
Civil Division, United States Department of Justice, Wash-
ington, DC, for defendant-appellee. Also represented by
DEBORAH ANN BYNUM, JEFFREY B. CLARK, ROBERT EDWARD
KIRSCHMAN, JR.
______________________
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2 CREATIVE MGMT. SERVS., LLC v. UNITED STATES
Before PROST, Chief Judge, LOURIE and STOLL, Circuit
Judges.
STOLL, Circuit Judge.
Creative Management Services, LLC appeals the deci-
sion of the United States Court of Federal Claims dismiss-
ing its complaint as time-barred. Because the complaint
was not timely filed within the twelve-month statute of
limitations established by the Contract Disputes Act,
41 U.S.C. § 7104(b)(3), we affirm.
BACKGROUND
I
In July 2009, Creative Management Services, LLC,
d/b/a MC-2 (MC-2) was awarded Government Services Ad-
ministration (GSA) task order GSA-00-09-AA-0203 (the
Task Order) to provide marketing and logistical support
services for the annual GovEnergy Conference. The award
was made based on MC-2’s “no cost proposal to GSA,”
J.A. 68, under which the “[c]ost for [MC-2’s] service w[ould]
be 12% of all revenue generated from booth sales, sponsor-
ship sales and registration sales by MC-2 for each confer-
ence,” J.A. 65. The Task Order covers a base year from
August 13, 2009, through August 31, 2010, with four one-
year options. It further states that “Contractor perfor-
mance for GovEnergy . . . shall be [in accordance with] the
attached [Statement of Work] & at the prices based on es-
timated sales as stated herein.” J.A. 64.
Relevant to this appeal, the Statement of Work re-
quires that MC-2 “establish a separate bank account for all
the revenue collected on behalf of the conference as a result
of registration, exhibit sales and sponsorship sales.”
J.A. 75 § 2.4.2. It also specifies:
For this conference, during the course of this con-
tract, the Contractor shall collect monies from at-
tendee and exhibitor registration fees. The
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CREATIVE MGMT. SERVS., LLC v. UNITED STATES 3
Contractor shall collect and account for such mon-
ies and hold them in trust for GovEnergy. The Con-
tractor shall maintain and provide to GovEnergy
an accounting of all incoming monies in order to as-
sure GovEnergy that all collected revenue has been
accounted for.
The monies collected shall comprise the “Reserve”
for the conference event. With the GSA [Con-
tracting Officer’s Technical Representative
(COTR’s)] written authorization upon review
of a written monthly invoice, the COTR may
direct the Contractor to pay itself for services
provided, as well as the other monthly ex-
penses, from the respective conference event
“Reserve”.
J.A. 81 § 4.0. The Statement of Work further requires
MC-2 to provide a “monthly expense-revenue report [that]
shall include, [at] minimum, itemized expenditures, regis-
tration and tradeshow fees collected, and balance of the
‘Reserve’ prior to and after applying the invoice.” J.A. 80
§ 2.4.22.
MC-2 successfully performed the Task Order in 2009,
2010, and 2011, but GSA canceled the 2012 GovEnergy
Conference before it began.
II
On July 18, 2012, “[t]he Government request[ed] that
MC-2 return the entire Reserve Fund . . . as well as an ac-
counting of the amounts in the Reserve Fund over the life
of the contract,” indicating that based on the Government’s
“records[,] the amount of Reserve Fund is at least
$1,230,127.05.” J.A. 93. MC-2 purportedly responded by
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4 CREATIVE MGMT. SERVS., LLC v. UNITED STATES
letter 1 two days later. The letter argued that GSA never
before “claim[ed] that it was entitled to the difference be-
tween the [GovEnergy Conference] revenue and expenses,”
that MC-2, not GSA, was “entitled to any excess revenue,”
and that MC-2 had “submitted to the GSA a final account-
ing showing all revenue and expenses” at the end of each
contracting year. J.A. 103. 2 In August 2012, MC-2 submit-
ted to GSA a termination-for-convenience proposal and
supporting documentation that outlined MC-2’s termina-
tion costs.
In May 2013, GSA sent MC-2 a letter to “open[] negoti-
ations on MC-2’s proposed termination costs.” J.A. 94.
GSA sent MC-2 another letter in January 2014, again re-
questing that MC-2 “provide an accounting of the monies
held in the ‘Reserve’ account.” J.A. 98. GSA characterized
its letter as “a second demand to MC-2 that all monies re-
maining in the account be returned to GSA.” Id. GSA also
stated its “belief that the Reserve account under the control
of MC-2 contained in excess of $1.3 million in 2012.” Id.
MC-2 responded in February 2015 that it had provided
the requested information in July 2012 and that “MC-2 im-
mediately refunded all monies raised by MC-2 for [the 2012
GovEnergy Conference] as was requested by GSA immedi-
ately following the cancelation.” J.A. 100. After stating its
belief that “any accounting related to previous years[’]
events that were successfully completed are not at issue
now,” MC-2 requested that GSA “consider immediate set-
tlement of [MC-2’s] cancellation proposal.” Id.
1 The July 20, 2012 letter is not signed or printed on
letterhead.
2 In a July 11, 2012 email, MC-2 provided GSA an
accounting summary indicating that the “[t]otal surplus at
the end of the 2011 event is 1,288,429.05.” J.A. 92.
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CREATIVE MGMT. SERVS., LLC v. UNITED STATES 5
Four months later, the GSA contracting officer re-
sponded. He noted that, although MC-2’s February 2015
response referenced and attached the July 2012 letter, that
letter was not in the contract file. He also noted that, un-
like previous MC-2 letters, the July 2012 letter was not on
MC-2 letterhead and was not signed. Accordingly, the con-
tracting officer requested that MC-2 provide a signed copy
of the July 2012 letter and evidence that it was sent to
GSA. Citing § 4.0 of the Statement of Work, GSA took the
position that “the excess monies from one conference year
[were] to be used for the following year’s conference ex-
penses.” J.A. 104. GSA refused to accept MC-2’s positions
“that there are no remaining reserve funds, and in the al-
ternative that MC[-]2 is entitled to such monies if they ex-
ist, without receiving the required final accounting.” Id.
MC-2 responded in August 2015, maintaining its posi-
tion that there was no Reserve Fund carried over from year
to year, and that it was “not holding any money that be-
longs to the Government.” J.A. 108.
III
On November 10, 2015, GSA sent MC-2 a “letter
provid[ing] the Contracting Officer’s final decision” on
MC-2’s final termination settlement proposal, which had
sought $717,680.10. J.A. 31. After recounting GSA’s de-
mand letters and evaluating MC-2’s termination proposal,
the contracting officer approved a settlement amount of
$628,415.37 for MC-2. Nevertheless, the contracting of-
ficer denied MC-2’s claim. The contracting officer reasoned
that “[t]he termination proposal negotiations . . . resulted
in a proposed settlement amount the Government believes
is significantly less than the monies held by MC-2 in the
Reserve Fund; thereby resulting in the likelihood of MC-2
owing the Government due to an offset.” J.A. 39.
Discussing the background of MC-2’s claim, the deci-
sion stated that “MC-2, prior to the cancellation of the Con-
ference, had sent the Contracting Officer an email dated
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6 CREATIVE MGMT. SERVS., LLC v. UNITED STATES
July 11, 2012, stating that the surplus at the end of the
2011 GovEnergy Conference was nearly $1.3 million—i.e.,
$1,288,429.05.” J.A. 32. In providing reasons for the denial
of MC-2’s claim, the decision noted that “[t]he contract file
contains information from MC-2 that reflects the existence
of a Reserve Fund in the amount of approximately $1.2 mil-
lion required to be held in trust on behalf of the Govern-
ment.” J.A. 40. Because “[r]epeated efforts by GSA
personnel to receive a full and accurate accounting of the
Reserve Fund from MC-2 were not forthcoming,” the con-
tracting officer stated that “GSA ha[d] relied on MC-2’s in-
formation that there is over a $1.2 million surplus in the
Reserve Fund controlled by MC-2” in reaching a final deci-
sion on MC-2’s termination settlement proposal. J.A. 33.
Accordingly, the contracting officer determined that
“MC-2 is actually indebted to the Government,” J.A. 31,
and restated the Government’s “demand[] that MC-2 re-
turn all monies remaining in the account to GSA,” J.A. 40.
The decision further informed MC-2 that “GSA considers
the Reserve Fund balance a contract debt in accordance
with [Federal Acquisition Regulation (FAR)] 32.603.” 3 Id.
In January 2018, GSA sent MC-2 a follow-up letter
stating that GSA “hereby demands payment in the amount
of $660,013.68 and applicable interest on this amount from
July 18, 2012.” J.A. 42. The letter characterized the No-
vember 2015 decision as “determin[ing] that MC-2 failed to
account for, and improperly retained, $1,288,429.05 that
was held in trust for the Government.” Id. GSA pointed
out that the November 2015 decision “determined that
MC-2 was entitled to $628,415.37 resulting from the
3 FAR 32.603(a) provides: “If the contracting officer
has any indication that a contractor owes money to the
Government under a contract, the contracting officer shall
determine promptly whether an actual debt is due and the
amount.”
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CREATIVE MGMT. SERVS., LLC v. UNITED STATES 7
termination for convenience” of the 2012 Task Order. Id.
GSA arrived at the sum in its 2018 letter by taking the dif-
ference between the money MC-2 retained in the Reserve
Fund and MC-2’s termination-for-convenience entitlement.
Id. Because MC-2 had “elect[ed] not to appeal the [2015]
Final Decision,” GSA deemed MC-2’s debt to the Govern-
ment “final and conclusive.” Id. (citing
41 U.S.C.
§ 7103(g)).
IV
On December 6, 2018, MC-2 filed a complaint in the
Court of Federal Claims seeking a declaratory judgment
against the Government. Relevant to this appeal, MC-2
sought declarations that (1) “GSA did not provide a sum
certain for its claim until, at the earliest, its letter of Jan-
uary 31, 2018,” J.A. 25; and (2) “[t]he GSA letter of Novem-
ber 10, 2015, was not a final decision as to the
Government’s claim for a refund of the excess of reve-
nue . . . because the letter failed to state a sum certain for
the Government’s claim,” J.A. 27.
The Government moved to dismiss for lack of subject-
matter jurisdiction pursuant to Rule 12(b)(1) of the Rules
of the Court of Federal Claims (RCFC), arguing that
MC-2’s declaratory judgment complaint was untimely be-
cause it was not brought within twelve months of the No-
vember 2015 decision. J.A. 50, 59; see
41 U.S.C.
§ 7104(b)(3) (providing that an action in federal court chal-
lenging a contracting officer’s final decision must be filed
within twelve months of receipt of the decision).
In agreeing with the Government that MC-2’s declara-
tory judgment claims regarding the Reserve Fund were un-
timely, the Court of Federal Claims resolved three
questions in the affirmative: (1) “whether the GSA issued
a valid claim under the [Contract Disputes Act (CDA)] for
the return of the Reserve Funds”; (2) “whether the GSA’s
CDA claim was the subject of a written decision by the GSA
contracting officer”; and (3) “whether MC-2 failed to
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8 CREATIVE MGMT. SERVS., LLC v. UNITED STATES
commence this action within 12 months of receiving the
GSA contracting officer’s final decision on the govern-
ment’s CDA claim.” Creative Mgmt. Servs., LLC v. United
States, No. 18-1864C,
2020 WL 102992, at *6 (Fed. Cl.
Jan. 8, 2020).
As to the first question, the court noted that the CDA
does not define “claim.” Therefore, the court applied the
definition of “claim” set out in the FAR—“a written demand
or written assertion by one of the contracting parties seek-
ing, as a matter of right, the payment of money in a sum
certain.”
Id. (quoting
48 C.F.R. § 2.101). Applying this def-
inition, the court concluded that “GSA issued a written de-
mand to MC-2 for the return of the Reserve Funds on two
separate occasions”: (1) GSA’s July 18, 2012 email “re-
quest[ing] that MC-2 return the entire Reserve Fund,”
amounting to “at least $1,230,127.05,”
id. (emphasis omit-
ted) (quoting J.A. 93); and (2) GSA’s January 2014 letter
stating “a second demand to MC-2 that all monies remain-
ing in the [Reserve] account be returned to GSA,”
id. (al-
teration in original) (quoting J.A. 98). Acknowledging that
GSA’s 2012 and 2014 communications “do not state the ex-
act dollar amount,” the court nonetheless reasoned that the
communications demanded a “sum certain” because they
“demand[ed] the return of ‘the entire Reserve Fund’ and ‘all
monies’ contained in the Reserve Fund,” which were “held
in ‘a separate bank account for all the revenue collected on
behalf of the conference.’”
Id. at *7 (first quoting J.A. 93;
then quoting J.A. 98; and then quoting J.A. 75). In other
words, GSA’s demands stated a “sum certain” because
“MC-2 could have readily calculated the precise amount of
the funds contained in the Reserve Fund by obtaining the
current balance for the Reserve Fund account.”
Id.
Regarding the second question, the Court of Federal
Claims determined that the Government’s CDA claim was
the subject of the contracting officer’s 2015 decision, be-
cause the contracting officer “addressed and analyzed the
government’s demand that MC-2 return the Reserve
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CREATIVE MGMT. SERVS., LLC v. UNITED STATES 9
Funds.”
Id. First, the decision noted “GSA’s belief that
MC-2 is actually indebted to the Government” by keeping
and not accounting for money in excess of MC-2’s certified
claim.
Id. (quoting J.A. 31). Second, the decision “refers to
the pertinent contractual requirements of the MC-2 Task
Order with regard[] to the Reserve Funds,” namely, § 2.4.2.
Id. (citing J.A. 32). Third, the decision referenced the con-
tracting officer’s 2012 and 2014 communications demand-
ing return of the Reserve Funds. Finally, the contracting
officer “den[ied] MC-2’s claim for termination for conven-
ience costs, because the proposed settlement amount ‘is sig-
nificantly less than the monies believed held by MC-2 in the
Reserve Fund.’” Id. at *8 (quoting J.A. 39). The court re-
jected MC-2’s assertion that the January 2018 letter from
GSA represented the contracting officer’s final decision on
the Government’s CDA claim.
Because the court concluded that the “contracting of-
ficer issued a final decision on the government’s CDA claim
demanding the return of the Reserve Funds on Novem-
ber 10, 2015,” it held that “MC-2’s Reserve Fund claims—
which have been filed more than 12 months after MC-2 re-
ceived the GSA contracting officer’s final decision—are un-
timely.” Id. (citing
41 U.S.C. § 7104(b)(3)).
MC-2 appeals. We have jurisdiction pursuant to
28 U.S.C. § 1295(a)(3).
DISCUSSION
MC-2’s sole argument on appeal is that the Court of
Federal Claims erred in concluding that the contracting of-
ficer’s November 2015 decision was a final decision on a
CDA claim by the Government against MC-2 because the
decision did not state a “sum certain” as required by the
CDA and the FAR. We find MC-2’s argument unpersua-
sive.
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10 CREATIVE MGMT. SERVS., LLC v. UNITED STATES
I
The Government filed its motion to dismiss for failure
to comply with the timing requirement of
41 U.S.C.
§ 7104(b)(3) as a motion for lack of subject-matter jurisdic-
tion under RCFC 12(b)(1). Arguably, the Government
should have brought its motion under RCFC 12(b)(6). In-
deed, we have questioned whether compliance with the
twelve-month filing period in § 7104(b)(3) is a jurisdictional
requirement. Guardian Angels Med. Serv. Dogs, Inc.
v. United States,
809 F.3d 1244, 1252 (Fed. Cir. 2016). For
purposes of this case, however, we need not resolve the is-
sue, as our consideration of the merits does not turn on
whether we consider the Government’s motion as one filed
under RCFC 12(b)(1) as opposed to RCFC 12(b)(6). See
Morrison v. Nat’l Austl. Bank Ltd.,
561 U.S. 247, 254 (2010)
(declining to remand when “nothing in the analysis of the
court[] below turned on the mistake, [and] a remand would
only require a new Rule 12(b)(6) label for the same
Rule 12(b)(1) conclusion”). The Court of Federal Claims’
dismissal of a complaint for lack of subject-matter jurisdic-
tion under RCFC 12(b)(1) and its dismissal of a complaint
for failure to state a claim under RCFC 12(b)(6) are both
reviewed de novo. Walby v. United States,
957 F.3d 1295,
1298 (Fed. Cir. 2020). “[W]hen ruling on a defendant’s mo-
tion to dismiss, a judge must accept as true all of the fac-
tual allegations contained in the complaint.” Erickson
v. Pardus,
551 U.S. 89, 94 (2007) (citations omitted). 4
4 When deciding a RCFC 12(b)(1) motion that chal-
lenges the truth of jurisdictional facts alleged in the com-
plaint, “the court accepts as true all uncontroverted factual
allegations in the complaint, and construes them in the
light most favorable to the plaintiff.” Stephens v. United
States,
884 F.3d 1151, 1155 (Fed. Cir. 2018) (quoting Estes
Express Lines v. United States,
739 F.3d 689, 692 (Fed. Cir.
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CREATIVE MGMT. SERVS., LLC v. UNITED STATES 11
Under the CDA, the Court of Federal Claims may hear
actions filed within twelve months of a contracting officer’s
final decision on a claim.
41 U.S.C. § 7104(b)(3). Jurisdic-
tion in the Court of Federal Claims “requires both a valid
claim and a contracting officer’s final decision on that
claim.” M. Maropakis Carpentry, Inc. v. United States,
609 F.3d 1323, 1327 (Fed. Cir. 2010) (citing James M. Ellett
Constr. Co. v. United States,
93 F.3d 1537, 1541–42
(Fed. Cir. 1996)). The CDA also requires that “[e]ach claim
by the Federal Government against a contractor relating to
a contract shall be the subject of a written decision by the
contracting officer.”
41 U.S.C. § 7103(a)(3). Because the
CDA does not define a “claim,” we look to the definition of
“claim” in the FAR, at
48 C.F.R. § 2.101. Maropakis,
609 F.3d at 1327 (citing Reflectone, Inc. v. Dalton,
60 F.3d
1572, 1575 (Fed. Cir. 1995) (en banc)). Section 2.101 pro-
vides, in relevant part: “Claim means a written demand or
written assertion by one of the contracting parties seeking,
as a matter of right, the payment of money in a sum cer-
tain, the adjustment or interpretation of contract terms, or
other relief arising under or relating to the contract.”
II
As a threshold matter, we note that there is no require-
ment under the CDA that a final decision by a contracting
officer state a “sum certain.” Instead, a final decision by a
contracting officer must address a CDA claim that itself
must state a “sum certain.” See
41 U.S.C. §§ 7103(a)(3),
7104(b)(3);
48 C.F.R. § 2.101; Maropakis,
609 F.3d at 1327.
We construe MC-2’s argument as an assertion that the No-
vember 2015 decision did not address any claim stating a
“sum certain” as required under the CDA.
2014)). But this distinction does not apply here, as our
analysis does not implicate any controverted facts.
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12 CREATIVE MGMT. SERVS., LLC v. UNITED STATES
We agree with the Court of Federal Claims that GSA’s
2012 and 2014 communications each states a claim for a
“sum certain,” and that those communications were the
subject of the contracting officer’s November 2015 decision.
We therefore conclude that the Court of Federal Claims did
not err in determining that the contracting officer’s Novem-
ber 2015 decision was a final decision on a CDA claim by
the Government against MC-2, and that it did not err in
dismissing MC-2’s declaratory judgment complaint as un-
timely.
There is “no requirement in the [Contract] Disputes
Act that a ‘claim’ must be submitted in any particular form
or use any particular wording.” Cont. Cleaning Maint., Inc.
v. United States,
811 F.2d 586, 592 (Fed. Cir. 1987). Ra-
ther, “[a]ll that is required is . . . a clear and unequivocal
[written] statement that gives the contracting [party] ade-
quate notice of the basis and amount of the claim.”
Id. (first
citing Tecom, Inc. v. United States,
732 F.2d 935, 936–37
(Fed. Cir. 1984); and then citing Metric Constr. Co.
v. United States,
1 Cl. Ct. 383, 392 (1983)). The require-
ment that a claim demand a “sum certain” serves to provide
the parties with notice of the amount of the claim. See
Modeer v. United States,
68 Fed. Cl. 131, 137 (2005) (“The
sum certain requirement is met if the contracting officer
can determine the amount claimed by a simple mathemat-
ical calculation.” (citation omitted)), aff’d, 183 F. App’x
975, 977 (Fed. Cir. 2006); see also Appellant’s Br. 14 (ac-
knowledging that the purpose of the “sum certain” require-
ment is to make it “so that the contractor knows the
amount of the claim”).
Here, GSA’s 2012 and 2014 communications provided
MC-2 with notice of the amount of the Government’s claim.
Each of these communications met the “sum certain” re-
quirement, making clear that the Government was de-
manding the return of all of the money in the Reserve Fund
controlled by MC-2. J.A. 93 (“request[ing] that MC-2 re-
turn the entire Reserve Fund”); J.A. 98 (demanding that
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CREATIVE MGMT. SERVS., LLC v. UNITED STATES 13
“all monies remaining in the account be returned to GSA”).
Indeed, MC-2 did not even need to perform a “simple math-
ematical calculation,” Modeer, 68 Fed. Cl. at 137, to deter-
mine the amount of the Government’s claim. As the
account holder for the Reserve Fund, MC-2 only needed to
check the Reserve Fund account balance to confirm the
amount of the Government’s claim.
That GSA’s 2012 and 2014 communications do not de-
mand an exact monetary sum is of no significance. The law
does not require that a CDA claim identify a precise mone-
tary amount to state a “sum certain.” See Modeer,
183 F. App’x at 977 (affirming trial court’s decision that a
contractor’s claim for rent for a holdover period stating a
pro rata annual rent presented a “sum certain,” even
though the total number of months of holdover rent was
not yet known when the claim was filed). Like the total
rent due in Modeer, the amount of money in the Reserve
Fund account was readily ascertainable to the party
against whom the claim was made. Because MC-2 con-
trolled the bank account containing the Reserve Fund,
GSA’s demand for all money in that account made it such
that MC-2 knew or could easily ascertain the precise
amount of the Government’s claim.
Given that MC-2 had readily available all of the infor-
mation necessary to determine the amount of the Govern-
ment’s claim, GSA’s use of qualifying terms like
“approximately” to refer to the Reserve Fund balance does
not undermine the conclusion that GSA’s 2012 and 2014
communications state a “sum certain.” Contrary to MC-2’s
assertions, there is no rule that “[q]ualifying terms like
‘nearly’ or ‘approximately,’ . . . cannot be a sum certain.”
Appellant’s Br. 18 (citing J.P. Donovan Constr., Inc. v. Ma-
bus, 469 F. App’x 903, 907–08 (Fed. Cir. 2012)). Our con-
clusion that the claim in Donovan did not state a “sum
certain” was premised not solely on the presence of quali-
fying language, but also on the fact that the claim “did not
include supporting documents that would allow the
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14 CREATIVE MGMT. SERVS., LLC v. UNITED STATES
contracting officer to substantiate the claim.” 469 F. App’x
at 908. “In that form, [Donovan’s] claimed amount was un-
ascertainable.” Id. That is not the case here.
Finally, GSA’s articulation of differing Reserve Fund
balance amounts at different times does not undermine the
conclusion that GSA’s 2012 and 2014 communications each
states a claim for a “sum certain.” The Reserve Fund bal-
ances expressed in these communications and the Novem-
ber 2015 decision uniformly refer to characterizations of
the amount of money that GSA believed was in the Reserve
Fund based on the information in its possession, not to a
particular amount of money that the Government was de-
manding. E.g., J.A. 32 (referring to MC-2’s 2012 email,
which “stat[ed] that the surplus at the end of the 2011
GovEnergy Conference was nearly $1.3 million”); J.A. 33
(“GSA has relied on MC-2’s information that there is over
a $1.2 million surplus in the Reserve Fund controlled by
MC-2.”); J.A. 40 (noting that “[t]he contract file contains in-
formation from MC-2 that reflects the existence of a Re-
serve Fund in the amount of approximately $1.2 million”
and “demand[ing] that MC-2 return all monies remaining
in the account”). In stating its beliefs regarding the Re-
serve Fund balance, GSA reasonably relied on information
provided by MC-2, which, as the account holder, was in the
best position to know the exact balance of the Reserve
Fund. GSA’s belief at any given time with respect to the
amount of money in the Reserve Fund did not change the
amount of money present in the Reserve Fund or make that
amount uncertain or unknown to MC-2. The Government
consistently claimed that MC-2 owed the Government the
entire balance of the Reserve Fund, an amount readily as-
certainable to MC-2 as the Reserve Fund account holder.
In sum, we agree with the Court of Federal Claims that
GSA’s 2012 and 2014 communications each states a claim
for a “sum certain” under the CDA. We also agree that
GSA’s 2012 and 2014 CDA claims were the subject of the
contracting officer’s November 2015 decision. Because
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CREATIVE MGMT. SERVS., LLC v. UNITED STATES 15
MC-2 did not file its declaratory judgment action until De-
cember 2018, we conclude that MC-2’s complaint was time-
barred under
41 U.S.C. § 7104(b)(3), and that the Court of
Federal Claims did not err in dismissing MC-2’s complaint.
CONCLUSION
We have considered MC-2’s remaining arguments and
do not find them persuasive. Accordingly, we affirm the
decision of the Court of Federal Claims dismissing MC-2’s
declaratory judgment action as untimely.
AFFIRMED
