BROOKS v. USA

Filing 13

ORDER of Dismissal granting 6 Motion to Dismiss - Rule 12(b)(1). The Clerk is directed to enter judgment. Signed by Judge Victor J. Wolski. (dls) Copy to parties.

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No. 13-206C
(Filed December 6, 2013)
NOT FOR PUBLICATION

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DEC

-6

2013

U.S. COURT OF
FEDERALCLAIMS

VANESSA BROOKS,

Plaintiffs,

FILED

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THE UNITED STATES,
Defendant.
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ORDER
In this matter plaintiff Vanessa Brooks, proceeding pro se, claims that the
Internal Revenue Service ("IRS") breached two contracts for the sale ofprinter
paper. See Am. Compl. !l 3. The government has moved to dismiss the case under
RuIe 12@)(1) of the Rules of the United States Court of Federal Claims ("RCFC") for
Iack of subject-matter jurisdiction. Defendant argues that this action must be
dismissed because the contracts at issue were between it and Borrowed Time
Enterprises, Inc. ("BTE"), a corporation of which Ms. Brooks is the chief executive
officer ("CEO").l Def.'s Mot. to Dismiss ("Def.'s Mot.") at 2, 5. Accordingly, the
government argues that because the proper party is a corporation, which cannot be
represented by a non-attorney, the complaint must be dismissed. Id at 5. Plaintiff
argues that we should not d.ismiss the claim, because she is the sole employee of
BTE, and she considers herself and the corporation to be one-and-the-same' PI''s
Reply to Def.'s Reply to Pl.'s Resp. to Def.'s Mot. to Dismiss ("PI.'s Sur-reply") at 1.
For the reasons stated below, the government's motion is GRANTED.

I

The government also argued that this case should be dismissed because Ms'
Brooks failed to perfect a Contract Disputes Act ("CDA') claim. Def.'s Mot' at 7-9
(citing 41 U.S.C. SS 71o2(a)(l),7103(a)(3)). Because the Court has concluded that
jurisdiction is absent under the first ground raised by defendant, this alternatrve
arsument need not be considered.

Under RCFC 120)(1), claims brought before this Court must be dismissed
when it is shown that the Court lacks jurisdiction over their subject matter. When
considering a motion to dismiss for lack of subject-matter jurisdiction, the Court will
normally accept as true all factual allegations made by the pleader and draw all
reasonable inferences in the tight most favorable to that party. See Scheuer u.
Rhodes,416 U.S. 232,236 (1974); Hxton u. B&B Plastics, Inc.,29I F.3d 1324, 1326
(Fed. Cir. 2002) (requiring that on a motion to dismiss for lack of subject-matter
jurisdiction the court views "the alleged facts in the complaint as true, and if the
facts reveal any reasonable basis upon which the non-movant may prevail,
dismissal is inappropriate"); CBY Design Builders u. United Srores, 105 Fed. Cl.
303, 325 (2012). While pro se plaintiffs' frlings are to be liberally construed, see
Erichson u. Pardus,551 U.S. S9, 94 (2007), this lenient standard cannot save claims
which are outside our jurisdiction from being dismissed, see, e.g., Henhe u. United
States, 60 F.3d ?95, ?99 (Fed. Cir. 1995). The party invoking a court's jurisdiction
bears the burden of establishing it, and must ultimately do so by a preponderance of
the evidence. See McNutt u, GMAC,298 U.S. 178, 189 (1936); Reynolds u. Army &
Air Force Exch. Seru., 846 F.2d 7 46, 7 48 (Fed. Cir. 1998); Rocouich u. United States,
933 F.2d 991, 993 (Fed. Cir. 1991).

In support of its argument that the contracts were between BTE and the
government, defendant relies on the fact that both purchase orders identifu BTE as
the company providing the paper. Def.'s Mot at 5. (citing Am. Compl. Exs' 3, 5).
The plaintiff does not appear to dispute the government's contention that the
contracts were between the government and BTE. See Pl.'s Resp. to Def.'s Mot. to
Dismiss ("PI.'s Resp."); see also PI.'s Sur-reply. Indeed, the two quotes sent to the
IRS that led to the purchases were on BTE stationery, signed by Ms. Brooks as
CEO. See Am. Compl. Exs. 2, 4.
Plaintiff does argue, however, that she should be allowed to proceed with this
suit because she is BTE, as its sole proprietor and sole employee. Pl''s Sur-reply at
1. What Ms. Brooks is attempting to do, it seems, is obtain contracts using the
corporate form, but avoid the expense of a lawyer to litigate the resulting claims.
Under our rules, however, a corporation may not be represented by an individual
who is not an attorney. RCFC 83.1(a)(3). The requirement that corporations be
represented by counsel is a long-standing staple ofthe federal court system. See
Talasila, Inc. u. United States,240 F.3d 1064, 1066 (Fed. Cir' 2001) (per curiam)
(citing Rowland u. CaL Men's Colony, Unit

II

Men's Aduisory Council,506 U'S. 194'

201-02 (1993)).
Since the two contracts at issue were between BTE and the government, Ms.
Brooks lacks privity of contract with the government' But only a party in privity of
contract with the government may sue under the CDA. See Winter v. FloorPro Inc.,
5?0 F.3d 136?, 1371 (Fed. Cir. 2009). We do not have jurisdiction over contract
claims brought by non-parties to a government contract. Either Ms. Brooks is

trying to litigate claims concerning contracts that are not hers, or is trying to
represent a corporation without a Iicense to practice law. Regardless ofhow one
looks at it, the result is the same --- the Court has no choice but to dismiss the case.2
This conclusion is not altered by the fact that Ms. Brooks is the sole employee and
sole shareholder of BTE.3 our rules contain no exception for corporations which
have only one shareholder or one employee. See RCFC 83.1(a)(3)'
For the reasons stated above, the government's motion to dismiss this case
for lack of subject-matter jurisdiction is GRANTED. The clerk shall close the case.

IT IS SO ORDERED.

z The remedy in cases ofpro se plaintiffs attempting to represent corporations has
been to dismiss the complaints for want of subject-matter jurisdiction' See
Lawrence u. United States Sec. and Exch. Comm'n,384 F. App'x 44' 45 (2d Cit.
2010).

s Even though BTE has only one employee and one shareholder, Ms. Brooks still
enjoys the benefits of doing business through a corporation, such as limited liability
for obligations of the corporation. See Frank H. Easterbrook & Daniel R. Fischel,
Limited Liability and the Corporation, S2 U. CHI. L. REV 89, 89-90 (1985). Along
with such benefits come costs, which include the prohibition on non-attorneys
representing corporations.

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