Government Contracts Monitor

A Signature Can Be Very Valuable

May 22, 2014

An expensive lesson was recently learned by the contractor in Tokyo Company, ASBCA No. 59059 (April 23, 2014). Tokyo submitted a $920,602 claim with a certification that did not include a physical signature. The certification included only the company's stamp and the typed name of its general manager. Because Tokyo failed to properly sign or execute its claim certification in accordance with the requirement of FAR 33.207(e), the Board dismissed the appeal for lack of jurisdiction.

Tokyo submitted an invoice for payment of $920,602, with the stamp of "TOKYO COMPANY For general contracting & services Baghdad-Iraq Build 23 St Al-Karadaa" above the typed words "General Manager of Company BENJAMEN MONADHIL." On a separate sheet, an undated Contract Disputes Act certification "Per FAR 33.207(C)" was submitted. Like the claim, the claim certification also bore the stamp "TOKYO COMPANY For general contracting & services Baghdad-Iraq Build 23 St Al-Karadaa" above the typed words "General Manager of Company BENJAMEN MONADHIL."

The CO denied payment of the invoice and stated that the “Contractor failed to provide appropriate documentation for payment” and that, accordingly, its invoice would not be paid.

As soon as Tokyo lodged its appeal, the Board noted that the Company's claim certification "appears to lack a signature" and solicited the parties' views on whether the apparent lack of a claim certification signature affected the Board's jurisdiction over the appeal.

Tokyo claimed that the location of the stamp "above the name General Manager of Tokyo Company ... clearly shows that this stamp has been stamped by Mr. Beniamen Monadhil by himself and represents himself" and that “Monadhil is the only person who hold[s] this stamp and the only person who can use it, and … bears all legal liabilities and commitments for any document stamped by this stamp. This stamp has the same effect and the legal responsibilities of the signature."

The Contract Disputes Act (CDA), requires that the contractor certify that- (i) the claim is made in good faith; (ii) the supporting data are accurate and complete to the best of the contractor's knowledge and belief; (iii) the amount requested accurately reflects the contract adjustment for which the contractor believes the Federal Government is liable; and (iv) the certifier is authorized to certify the claim on behalf of the contractor. 41 U.S.C. § 7103(b). The FAR implements this requirement, providing that "[t]he certification may be executed by any person duly authorized to bind the contractor with respect to the claim." FAR 33.207(e). A CDA certification is only “executed” if it is signed by the certifier, meaning "the discrete, verifiable symbol of an individual which, when affixed to a writing with the knowledge and consent of the individual, indicates a present intention to authenticate the writing. Teknocraft, Inc., ASBCA No. 55438, 08-1 BCA ¶ 33,846.

According to the Board, “a traditional signature is a particularized rendering of a person's name … a person's name written in a particular way to identify him specifically.” A stamp bearing a company's name, and the typed but unsigned name of the General Manager of Company, are not particularized and do not specifically identify the person executing the certification. According to the Board a stamp does not “convey the necessary intent to be bound by what the law requires a contractor to certify when submitting a claim exceeding $100,000.”

Take away is obvious: Be careful to follow each and every formality required for the proper certification of a claim.

Lindsay Simmons is the attorney responsible for the content of this article.

Attorneys

Lindsay Simmons