U.S. GOVERNMENT PRINTING OFFICE BOARD OF CONTRACT APPEALS The Appeal of Treasure Chest/Phillips Litho -- Joint Venture Docket No. GPO BCA 32-90 February 11. 1991 Stuart M. Foss, Administrative Law Judge DECISION ON MOTION AND ORDER BACKGROUND By letter dated October 1, 1990, Treasure Chest/Phillips Litho-Joint Venture, 15354 Stafford Street, P. 0. Box 3137, City of Industry, CA 91744 (TCPL-JV), noted an appeal from the July 9, 1990, final decision of Jack G. Marken, Contracting Officer (Contracting Officer), U.S. Government Printing Office (GPO), Washington, DC (GPO or Respondent), denying the TCPL-JV's claim for additional compensation under its contract covered by Jacket Nos. 245-017 and 245-020. The notice of appeal was submitted on a Treasure Chest (TC) letterhead and was signed by Phil Phillips, Jr. (Phillips), President of Phillips Litho (PL), on behalf of the TCPL-JV. Subsequently, by letter dated November 15, 1990, the TCPL-JV filed a Complaint with the Board detailing the matters at issue. See, GPO Instruction 110.12, Subject: Board of Contract Appeals Rules of Practice and Procedure, dated September 17, 1984, Rule 6(a) (Board Rules). On November 14, 1990, Respondent filed a Motion to Dismiss (Motion) the appeal on the ground that Phillips had no authority to note an appeal on behalf of the TCPL-JV. Respondent relies on Sections III and V of the Joint Venture Agreement (JVA), dated July 25, 1989, for the proposition that TC alone had the authority to control, bind, or act for the TCPL-JV. 1 Basically, Respondent argues that Phillips is not an employee or officer of TC, and hence, under the terms of the JVA he has no authority to act for the TCPL-JV. In other words, since the Board's rules require that a notice of appeal be signed by "the appellant or the appellant's representative," under the terms of the JVA only an officer or designated agent of TC could initiate the appeal; as President of PL, Phillips had no such authority. Board Rules, Rule 2. On December 14, 1990, the TCPL-JV responded to the Motion and contested Respondent's assertion that Phillips was without authority to submit the notice of appeal to the Board. The thrust of the TCPL-JV's argument is that when read in its entirety, Section III of the JVA allowed TC to delegate responsibilities under the contract to each party of the joint venture, and since the claim at issue arose out of PL's assigned role, the co-venturers mutually agreed that PL would pursue the appeal to the Board. 2 Attached to the TCPL-JV's response was an Affidavit (Affidavit) from Vina Organ (Organ), TC's Director of Government Printing, affirming PL's authority to act on behalf of the joint venture in this matter. ISSUE The sole issue to be decided is whether or not Phillips' signature on the notice of appeal made it defective, thus depriving the Board of jurisdiction in this case. Clearly, if Respondent's Motion is granted, then the subsequent Complaint would be untimely. Board Rules. Rule l.(a). DECISION The Board's Rules provide simply that a "notice of appeal should be signed by the appellant or by the appellant's duly authorized representative or attorney." 3 Board Rules, Rule 2. The Board's Rules also define the term "Appellant" as "the contractor who appeals." Board Rules. ¶ VI.B.2. Since only the TCPL-JV fits As Respondent observes, joint ventures are legal entities eligible for award of government contracts. See, e.g., T.V. Travel, Inc., et al., 65 Comp. Gen. 109, 115 (1985). Generally, a joint venture has many of the elements of the traditional partnership in that either of the co-venturers may bind the enterprise by contracts which are within the scope of the business enterprise, and within that scope any one of the parties is authorized to act for the others. See, e.g.,The Boeing Company, ASBCA, 90-2 BCA ¶ 22,769 (citing, Lentz v. United States, 346 F.2d 570, 575 (Ct.Cl. 1965)). However, an individual co-venturer may not sue in his own name to enforce a liability owed a joint venture. Id., (citing, Pine Products Corp. v. United States, 15 Cl.Ct. 11 (1988)). Also, as Respondent correctly states, the rights and authority of the co-venturers are strictly governed by the terms of the joint venture agreement. In the context of this particular business undertaking, the JVA gave TC the responsibility for the overall conduct of the joint venture's affairs. The JVA also apportioned the duties under the contract between TC and PL, making TC responsible for administrative support and PL for the operational aspects of the joint venture. It is clear, however, that by allowing TC to delegate "the responsibilities to accomplish the joint venture operation," the JVA itself provided sufficient flexibility for the TCPL-JV to tailor the co-venturers' roles as future needs warranted; i.e, there is nothing in the JVA to suggest that PL was only to "print, trim, box and ship" and do nothing more. The Board is persuaded by the evidence before it that the JVA was, in fact, followed in this case. First, the notice of appeal is in response to the Contracting Officer's letter of July 9, 1990, to the TCPL-JV denying its claim for extra compensation. Second, the notice of appeal was on TC stationery, and Phillips' signature block tells us that he was acting for the TCPL-JV, not in his individual capacity as President of PL. Third, the notice of appeal uses phraseology which clearly indicates that Phillips was speaking for the contracting joint venture (TCPL-JV), and not merely for one of its component elements (PL): ". . . we wish to exercise our right to appeal, . . . "The purpose of this letter is to notify the Board of our appeal and to request that we be instructed as to whom we need to contact to proceed with the appeal process [Emphasis added]." 4 Finally, in the Affidavit attached to TCPL-JV's response to the Motion, Organ, TC's Director of Government Printing, states, in pertinent part: "The Notice of Appeal dated October 1, 1990 to the GPO signed by Phil Phillips, Jr. on behalf of the Treasure Chest/Phillips Litho Joint Venture was given by Mr. Phillips under the authority extended to him pursuant to the terms of the Joint Venture Agreement." Affidavit, ¶ 8. While the Affidavit was submitted to the Board after the Respondent questioned Phillips' authority to sign the notice of appeal, the Board observes that such post-challenge evidence of requisite authority is generally allowed in the field of procurement law. See. e.g., T.V. Travel, Inc., et al., supra, 65 Comp. Gen. at 115 (citing, Marine Power and Equipment Company, 62 Comp. Gen. 75 (1982), 82 CPD ¶ 514; Sevick-Thomas Builders and Engineers Corporation, B-215678, July 30, 1984, 84-2 CPD ¶ 128 (after bid opening); Cambridge Marine Industries, Inc., 61 Comp. Gen. 187, 189 (1981), 81-2 CPD ¶ 517 (after closing date for receipt of proposals or best and final offers)). As we see the situation before us, Phillips, in keeping with the terms of the JVA, correctly obtained TC's consent and authorization to file the contested notice of appeal with the Board. Once that consent and authorization was obtained, Phillips became the duly authorized representative for the joint venture contractor, TCPL-JV, in this matter for that purpose. Cf., The Boeing Company, supra, (citing, Eastern Car Construction Company, ASBCA, 86-2 BCA ¶ 18,909). CONCLUSION For the foregoing reasons, the Board DENIES the Respondent's Motion, and ORDERS it to prepare the appropriate appeal file and submit it to the Board within 30 days from the receipt of this Decision. Board Rules, Rule 4. It is so Ordered. _______________ 1 Section III of the JVA provides: "The parties agree that Treasure chest shall have total control of all phases of the joint venture operation. This control includes the authority to delegate to each party the responsibilities to accomplish the joint venture operation." Section V provides: "Treasure Chest shall provide invoices to the U.S. Government for all phases of the joint venture operation." 2 Section IV divides joint venture responsibilities between TC and PL. Basically, PL performed the operational phases of the contract (printing, trimming, boxing and shipping), while TC was responsible for administrative support (supplying paper, quality control, bid preparation and invoicing). 3 In contrast, GPO's Printing Procurement Regulation is more detailed concerning who may file an appeal with the Board: "The appeal should be signed by the appellant, or by an officer of the appellant corporation or a member of the appellant firm, or by the contractor's duly authorized representative or attorney." See, GPO Printing Procurement Regulations. GPO Publication 305.3, (as revised September 1, 1988), Chapter X (Contract Claims and Litigation), Section 1, ¶ 5.b. the meaning of "Appellant" under the Board's Rules, disposition of the Motion must turn on whether Phillips was the TCPL-JV's "duly authorized representative" for the purpose of filing the notice of appeal. The Board believes that under the circumstances of this case, Phillips was, in fact, "duly authorized" to initiate an appeal on behalf of the TCPL-JV. 4 The common definition of the pronoun "we" is as a word "used to refer to the speaker and another or others." Webster's II New Riverside Dictionary, 1307 (1984). The Board sees nothing in the notice of appeal to warrant the conclusion that Phillips was using "we" in its "imperial" sense; i.e., as a substitute for "I." The adjective "our" simply means "of or pertaining to us, ourself, or ourselves, especially as possessors or possessor, agents or agent, or object of objects of an action; e.g., our [appeal]". Id., at 833.