Parrish Business Services, LLC

ARMED SERVICES BOARD OF CONTRACT APPEALS Appeal of - ) ) Parrish Business Services, LLC ) ASBCA No. 64471 ) Under Contract No. 80NSSC-24-P-C460 ) APPEARANCES FOR THE APPELLANT: Ralph C. Thomas, III, Esq. Kelsi J. Pilcher, Esq. Whiteford, Taylor & Preston LLP Washington, DC APPEARANCES FOR THE GOVERNMENT: Karen M. Reilley, Esq. NASA Chief Trial Attorney Carolyn J. Tolman, Esq. Trial Attorney Stennis Space Center, MS OPINION BY ADMINISTRATIVE JUDGE MCLISH ON GOVERNMENT’S MOTIONS TO DISMISS Respondent National Aeronautics and Space Administration (NASA or government) moves to dismiss the appeal of appellant Parrish Business Services, LLC (Parrish) on the grounds that the Board lacks jurisdiction and that Parrish has failed to prove its claim. The motions are denied. STATEMENT OF FACTS FOR THE PURPOSE OF THE MOTIONS 1. On September 24, 2024, NASA awarded Parrish a firm-fixed price commercial Contract, No. 80NSSC24PC460, in the amount of $96,050 to deliver a series of virtual anti-harassment trainings to NASA personnel (R4, tab 1). The contract was a small business set-aside (R4, tab 20 at 1-2, tab 22 at 2). The period of performance for the contract was September 26, 2024, through August 31, 2025 (R4, tab 1 at 1 of 16). 2. On January 31, 2025, Parrish submitted an invoice to NASA seeking payment in the amount of $40,000. NASA made the payment. (R4, tab 7, tab 7a, tab 11b at 103, 105; gov’t mot. 2; ex. A at 2) 3. Shortly thereafter, NASA issued a modification removing a Diversity, Equity, Inclusion and Accessibility (DEIA) Plan deliverable from the contract. All other contract terms and conditions, including the price, remained the same. (R4, tab 3 at 1) 4. On June 17, 2025, NASA revised the Performance Work Statement to remove all live training classes from the contract and requested that Parrish provide a revised quotation (R4, tab 8b at 87, tab 8d at 91). 5. On July 10, 2025, Parrish submitted what it called a “Revised Request for Equitable Adjustment.” The gist of the request was that Parrish had incurred substantial costs in preparing for and remaining ready to provide the live training classes that NASA was removing from the contract and was entitled to recover those costs. Parrish asserted that it had incurred total costs of $80,500, of which $40,000 had been credited to Parrish, entitling it to an equitable adjustment of $40,500. (R4, tab 10) 6. On August 29, 2025, at NASA’s instruction, Parrish executed a modification that de-scoped the contract to remove the live training classes and accordingly reduced the total contract price to $40,000. Attached to the modification was Parrish’s “revised quote,” which again indicated that it believed it was entitled to an equitable adjustment of $40,500. (R4, tab 12 at 117-18) In an accompanying email and letter to NASA’s contracting officer, Parrish stated that it was signing the modification under protest and fully reserving its rights (R4, tab 11e, tab 11f). 7. At the same time, Parrish advised that it was revising its request for equitable adjustment to $62,325 ($102,325 total costs, less $40,000 paid), in support of which it provided backup information and documentation (R4, tab 11b at 103-07). Parrish explained that this amount “represents subcontractor, vendor, and staff costs incurred in reliance on NASA’s award” prior to the descoping (R4, tab 11b at 103, tab 11f at 113-14). Parrish repeatedly indicated that it was requesting a contracting officer’s final decision on its Request for Equitable Adjustment (REA) in accordance with the Contract Disputes Act (CDA) (R4, tab 11b at 103, tab 11e at 112, tab 11f at 114). 8. By letter of September 16, 2025, NASA’s contracting officer denied Parrish’s request for an equitable adjustment of $62,325, concluding that the $40,000 already paid was all that was due to Parrish under the revised contract. The letter did not acknowledge that Parrish had requested a contracting officer’s final decision and did not state it was a final decision or advise Parrish of its appeal rights. Rather, the letter advised Parrish that, if it wished to pursue the matter further, it could submit a certified claim pursuant to Federal Acquisition Regulation (FAR) 52.233-1, Disputes. (R4, tab 13 at 120-23) 2  9. On September 17, 2025, Parrish advised NASA’s contracting officer by email that it was submitting what it called a “Supplemental Reconsideration Letter” and resubmitted the documentary support it had included with its earlier REA (R4, tab 14). In a letter to the contracting officer dated September 18, 2025, Parrish stated that its “Supplemental Reconsideration Letter” was its “final cooperative attempt to resolve outstanding costs prior to proceeding with a certified claim under FAR 52.233-1 (Contract Disputes Act)” (R4, tab 15). Parrish requested that the contracting officer reconsider her denial of the REA “under the Termination for Convenience framework (FAR 52.249-2; FAR Part 49) and based on the complete contemporaneous record” (id.). It again argued that “substantial costs were incurred prior to the June 2025 descoping notice” (id.). It also stated that it had previously submitted an invoice for $49,000 but that NASA had only paid $40,000 (id.). 10. NASA’s contracting officer responded to the “Supplemental Reconsideration Letter” by letter dated September 18, 2025. The letter denied the request for reconsideration, stating that Parrish’s claim that the contract was terminated for convenience was factually and legally incorrect and refuting the suggestion that there had been a $9,000 shortfall in the earlier payment. The letter concluded by stating that “[t]his determination concludes NASA’s review of your Supplemental Reconsideration. No further action will be taken on your REA or your Supplemental Reconsideration.” (Gov’t mot. 2; ex. A at 1-3) 11. In a September 23, 2025 email to the contracting officer, Parrish wrote: Attached please find Parrish Business Services, LLC’s Certified Claim and Request for Virtual Alternative Dispute Resolution (ADR) under Contract 80NSSC24PC460, dated September 23, 2025. This submission includes a CDA certified claim in the amount of $62,325.00 and a formal request that NASA engage in virtual ADR, consistent with FAR 33.21 and 41 U.S.C. § 7103(h). We believe ADR offers the most efficient and cooperative path to resolution while ensuring continuity of vendor payment obligations. Please confirm receipt of this submission at your earliest convenience. We respectfully request acknowledgment of whether NASA is willing to proceed with =DR [sic] so that scheduling can be coordinated. (R4, tab 17) 3  12. The sole attachment to the September 23 email was a letter dated that same day from Parrish to the contracting officer requesting virtual alternative dispute resolution pursuant to 41 U.S.C. § 7103(h) and FAR 33.214. The letter stated that Parrish “submitted its formal CDA claim on September 23, 2025 and is prepared to proceed to the Civilian Board of Contract Appeals if necessary.” (R4, tab 17a) Despite the reference to a “certified” claim, Parrish’s September 23, 2025 submissions did not include certification language. 13. In a letter dated November 25, 2025 and received by Parrish that day, NASA’s contracting officer stated that “NASA denies the Certified Claim you presented on 9/23/25 in the amount of $62,325” (R4, tab 19 at 169). The letter also denied Parrish’s request for alternative dispute resolution, without stating any reason. The letter stated that NASA’s denials of Parrish’s requests for equitable adjustment had fully addressed the matter and explained why Parrish was not entitled to additional compensation. Noting that “[Parrish’s] claim asserts that NASA’s decision to partially descope the contract constituted a constructive change and resulted in price impacts for which you seek compensation,” the letter asserted five separate bases for denying the claim. The letter stated it was the contracting officer’s final decision. It closed with a notification of Parrish’s appeal rights, which inaccurately stated that Parrish could appeal the decision to the Civilian Board of Contract Appeals (CBCA). (Id. at 169-70) 14. In an email to the contracting officer on November 25, 2025, Parrish stated that it was “reviewing the Final Decision and the appeal rights described therein” and that it was reserving its rights (app. statement; ex. 3). 15. On February 22, 2026, which was the 89th day after Parrish received NASA’s November 25, 2025 denial of its claim, Parrish’s counsel emailed a notice of appeal to the CBCA and copied NASA’s contracting officer (id., ex. 4). On February 23, the 90th day after receipt of the denial letter, Parrish’s counsel filed a notice of appeal at the CBCA through its electronic document system and also emailed it to the contracting officer (id., ex. 4a). 16. On February 24, 2026, the Clerk of the CBCA emailed Parrish’s counsel and advised that the CBCA does not adjudicate contract disputes involving NASA contracts and indicated that the ASBCA was the proper forum for Parrish’s appeal (id., ex. 5). 17. On February 24, 2026, the 91st day after Parrish’s receipt of the contracting officer’s November 25, 2025 final decision, Parrish’s counsel filed a notice of appeal with this Board and the Board docketed the matter. 4  DECISION The government filed a motion to dismiss this appeal, arguing that we lack jurisdiction because Parrish had not submitted a valid claim to the contracting officer. It also argued for dismissal on the ground that Parrish “has failed to demonstrate that NASA breached any duty under the contract, or any duty express or implied in law . . . .” (Gov’t mot. 1 at 1) The motion did not contest the timeliness of Parrish’s appeal. 1 The Board raised the issue of the appeal’s timeliness with the parties on a conference call and was advised of some of the circumstances, including that Parrish had initially filed its appeal at the CBCA. NASA counsel indicated that she was aware of the timeliness issue but NASA had decided not to raise it in its motion because the contracting officer’s letter denying the claim had advised Parrish that it could appeal to the CBCA. Noting that timeliness is jurisdictional and cannot be waived, we directed Parrish to make a submission addressing the timeliness of its appeal. Parrish’s submission contended that the appeal was timely. NASA filed a response arguing that the appeal was untimely despite the flawed notice of appeal rights, which we deemed a new motion to dismiss. Parrish submitted an opposition to the new motion to dismiss, and the government filed a reply. 2 I. Parrish Submitted a Valid CDA Claim Appellant bears the burden of proving the Board’s subject matter jurisdiction by a preponderance of the evidence. Reynolds v. Army & Air Force Exch. Serv., 846 F.2d 746, 748 (Fed. Cir. 1988); United Healthcare Partners, Inc., ASBCA No. 58123, 13-1 BCA ¶ 35,277 at 173,156. NASA first contends that we are without jurisdiction because Parrish failed to submit a valid claim to the contracting officer as required by the Contract Disputes Act . While a contractor’s failure to submit a proper CDA claim to the contracting officer prevents it from invoking this Board’s jurisdiction, Parsons Glob. Servs. v. McHugh, 677 F.3d 1166, 1170 (Fed. Cir. 2012), here Parrish’s submissions met the requirements for a claim. Whether a particular request for payment amounts to a claim is determined based on the FAR, the language of the contract in dispute, and the facts of each case. Hejran Hejrat Co. v. United States Army Corps of Eng’rs, 930 F.3d 1354, 1357 1 We refer to the submissions relating to NASA’s original motion as “gov’t mot. 1,” “app. resp. 1 at __,” and “gov’t reply 1 at __.” To the extent any submissions are not paginated, we cite to pdf page numbers. 2 We refer to the parties’ second set of submissions as “app. statement at __,” “gov’t mot. 2 at __,” “app. resp. 2 at __,” and “gov’t reply 2 at __.” 5 (Fed. Cir. 2019). The FAR defines a claim as “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 certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract.” FAR 2.101. A CDA claim need not take “‘any particular form or use any particular wording,’ . . . so long as it has ‘a clear and unequivocal statement that gives the contracting officer adequate notice of the basis and amount of the claim.”’ Hejrat Co., 930 F.3d at 1357 (quoting M. Maropakis Carpentry, Inc. v. United States, 609 F.3d 1323, 1327 (Fed. Cir. 2010) and Cont. Cleaning Maint., Inc. v. United States, 811 F.2d 586, 592 (Fed. Cir. 1987)). “To determine whether a contractor has submitted a CDA claim, we apply a common sense analysis, looking at specific communications on a case-by-case basis and the ‘totality of the correspondence between the parties.”’ Mindseeker, Inc., ASBCA No. 63197, 24-1 BCA ¶ 38,666 at 187,690 (quoting Najmaa Alshimal Co., ASBCA No. 62701, 21-1 BCA ¶ 37,872 at 183,899). The government contends that neither Parrish’s superseding REA of August 29, 2025, nor its September 23, 2025 email to the contracting officer was a proper claim. It first argues that Parrish did not request a sum certain. Both submissions, however, clearly demanded $62,325. (SOF ¶¶ 7, 11) While the government now professes confusion as to whether Parrish might actually have been seeking $102,325 (gov’t mot. 2 at 5), it could hardly be clearer that Parrish was contending that it had incurred total costs of $102,325, of which $40,000 had been paid, leaving $62,325 due and owing. NASA’s contracting officer had no trouble understanding this, as her final decision specifically referenced $62,235 as the claimed amount (SOF ¶ 13). Parrish’s claim submissions adequately stated a sum certain. 3 This also disposes of the government’s contention that Parrish failed to properly certify its claim; because the claimed amount was $62,235 and not $102,325, no certification was required. 41 U.S.C. § 7103(b)(1). The government also argues that the submission failed to give the contracting officer adequate notice of the basis and amount of the claim. Considering the totality of the parties’ communications, however, when Parrish submitted its September 23, 2025 claim, it had already (1) repeatedly contended to the contracting officer that it was entitled to additional compensation for work it accomplished toward the contract’s requirements before NASA de-scoped many of those requirements from the contract; (2) submitted REAs requesting compensation for that work; (3) identified $62,325 as the amount to which it was entitled 4; and (4) requested COFDs, which the contracting 3 The sum certain requirement is, in any event, not jurisdictional. ECC Int’l Constructors, LLC v. Sec’y of Army, 79 F.4th 1364, 1375 (Fed. Cir. 2023). 4 Because the claim sought less than $100,000, no certification was required. 41 U.S.C. § 7103(b)(1). 6 officer ignored. In its September 18, 2025 letter seeking “supplemental reconsideration,” Parrish informed the contracting officer that this was its final attempt to resolve the issue before proceeding with a claim. Given this background, there could be no mistake that Parrish’s September 23 submission was a claim asserting the same grounds that it had already repeatedly asserted to the contracting officer and was seeking a contracting officer’s final decision. Indeed, NASA’s contracting officer had no difficulty understanding the September 23 submission was such a claim, as she issued a “contracting officer’s final decision” that, in addition to acknowledging the sum certain being demanded, expressed no doubt about the grounds for the demand and addressed those grounds, and purported to advise Parrish of its appeal rights (SOF ¶ 13). In short, all of NASA’s arguments as to the deficiencies of Parrish’s claim are belied by its own contracting officer’s decision. II. Parrish’s Appeal Is Timely NASA also argues that we lack jurisdiction because Parrish’s appeal to this Board was untimely. Under the CDA, we lack jurisdiction over a contractor appeal of a contracting officer’s final decision that is not filed within 90 days from the contractor’s receipt of the decision. 41 U.S.C. § 7104(a) (“A contractor, within 90 days from the date of receipt of a contracting officer's decision under section 7103 of this title, may appeal the decision to an agency board as provided in section 7105 of this title.”) The 90-day deadline is jurisdictional and may not be waived. Cosmic Constr. Co. v. United States, 697 F.2d 1389, 1390-91 (1982); Kellogg Brown & Root Servs., Inc., ASBCA No. 62681 et al., 22-1 BCA ¶ 37,974 at 184,426. The 90-day period does not begin to run, however, if (1) the contracting officer’s decision being appealed did not properly inform the contractor of its appeal rights and (2) the contractor was prejudiced thereby. Al Ghanim Combined Grp. W.L.L., ASBCA Nos. 62321, 62984, 26-1 BCA ¶ 39,058 at 190,252-53. See Decker & Co. v. West, 76 F.3d 1573, 1579 (Fed. Cir. 1996). The CDA requires that a contracting officer’s decision on a claim must “inform the contractor of the contractor's rights as provided in this chapter.” 41 U.S.C. § 7103(e); see also FAR 33.211(a)(4)(v). NASA’s decision did not comply with this requirement because it stated that the decision could be appealed to the CBCA, which is incorrect. The ASBCA is the board of contract appeals with the authority to address appeals involving NASA contracts, while such appeals are expressly excluded from the CBCA’s jurisdiction. 41 U.S.C. § 7105(e)(1)(A)-(B). Accordingly, the contracting officer’s decision not only failed to accurately inform Parrish of its appeal rights but affirmatively misstated those rights. 7  If the contractor detrimentally relies on a flawed notice of appeal rights, the appeal clock does not begin running and the government cannot invoke the 90-day requirement to bar an untimely appeal. Al Ghanim, 26-1 BCA ¶ 39,058 at 190,253. “Detrimental reliance is when the contracting officer’s ‘decision, by words of commission or omission, actually misled the contractor to its prejudice regarding its appellate rights.’” Id. at 190,254 (quoting Access Personnel Servs., Inc., ASBCA No. 59900, 16-1 BCA ¶ 36,407 at 177,518). Here, there can be no question that Parrish detrimentally relied on the misinformation provided by NASA when it filed its appeal at the CBCA rather than the ASBCA, causing it to miss the 90-day deadline. There is no evidence that Parrish was aware that the ASBCA, rather than the CBCA, was the proper board to which it could appeal. Compare Mansoor Int’s Dev. Svcs., ASBCA No. 59466, et al., 16-1 BCA ¶ 36,376 at 177,337 (appeal untimely despite defective notice of appeal rights where contractor knew its rights). There is no plausible explanation for Parrish’s misfiling at the CBCA other than it was relying on the contracting officer’s misstatement. And that reliance clearly caused Parrish to file its appeal here one day late. The government argues that Parrish or its counsel could have figured out for themselves that the ASBCA, rather than the CBCA, was the proper tribunal for its appeal. The CDA, however, assigns the agency, not the contractor, the task of ascertaining the applicable appeal rights and accurately informing the contractor of them. We have rejected the notion that the CDA “imposes an affirmative obligation on a contractor to ascertain its appeal rights,” and held that, to the contrary, “[t]he CDA places the obligation of notification squarely on the shoulders of the government.” Access Personnel Servs., 16-1 BCA ¶ 36,407 at 177,518. To hold that an inaccurate notice of appeal rights cannot be prejudicial because the contractor or its counsel could do their own research would undermine the purpose of the requirement, which is for the “protection of the contractor.” Decker, 76 F.3d at 1579. III. The Government’s Argument that Parrish Has Failed to Prove its Claim is Premature NASA’s contention that the appeal should be dismissed because Parrish “has failed to demonstrate entitlement to relief under its firm-fixed price contract due to any act on the part of the Government” (gov’t mot. 1 at 14) is premature. Parrish is not required to prove its claim at the pleading stage. Even if NASA were moving to dismiss on the ground that Parrish has failed to plead a claim upon which relief can be granted, its motion would be without merit because we would be required to accept Parrish’s factual allegations as true rather than credit NASA’s contrary factual narrative. URS Fed. Servs., Inc., ASBCA No. 62475, 21-1 BCA ¶ 37,826 at 183,703. Accordingly, to the extent NASA’s motions seek dismissal of the appeal on the merits, they are denied. 8  CONCLUSION The government’s motions to dismiss are denied. Dated: October 13, 2026 THOMAS P. MCLISH Administrative Judge Armed Services Board of Contract Appeals I concur I concur J. REID PROUTY MICHAEL N. O’CONNELL Administrative Judge Administrative Judge Acting Chairman Vice Chairman Armed Services Board Armed Services Board of Contract Appeals of Contract Appeals I certify that the foregoing is a true copy of the Opinion and Decision of the Armed Services Board of Contract Appeals in ASBCA No. 64471, Appeal of Parrish Business Services, LLC, rendered in conformance with the Board’s Charter. Dated: October 13, 2026 PAULLA K. GATES-LEWIS Recorder, Armed Services Board of Contract Appeals 9