# Torncello v. United States

> United States Court of Claims · June 16, 1982 · 681 F.2d 756

URL: https://www.frixlaw.com/law-library/cases/8598073

## Case

- **Full name:** RONALD A. TORNCELLO AND SOLEDAD ENTERPRISES, INC. v. United States
- **Court:** United States Court of Claims
- **Decided:** June 16, 1982
- **Citations:** 681 F.2d 756; 30 Cont. Cas. Fed. 70,005; 231 Ct. Cl. 20; 1982 U.S. Ct. Cl. LEXIS 343
- **Precedential status:** Published
- **Opinion:** Concurrence by Friedman
- **Judges:** Bennett, Davis, Friedman, Kashiwa, Nichols, Smith
- **Cited by:** 231 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/8598073

## How later opinions describe it (automated extraction)

- stating that constructive resort to a termination clause “occurs in situations in which the government has stopped or curtailed a contractor’s performance for reasons that turn out to be questionable or invalid”
- observing that while “parties to a contract may freely agree to various forms of risk allocation, . . . it is just as clear that parties may not agree that one or both may walk away from all obligations without rendering the contract unenforceable” as illusory
- stating that in a requirements contract, the “question is whether it is implicit in these [contract] terms ... that the [buyer] promised to gives all of its work” to plaintiff
- stating that “the government, unlike private parties, is assumed always to act in good faith, subject only to an extremely difficult showing by the plaintiff to the contrary”
- rejecting, in context of requirements contract, unfettered use of termination for convenience and stating that the “government may not use the standard termination for convenience clause to dishonor, with impunity, its contractual obligations”

## Opinion text

FRIEDMAN, Chief Judge,
concurring:
As I understand the court’s opinion, the court holds only that when the government enters into a requirements contract, knowing that it can obtain an item the contract covers for less than the contract price and intending to do so, there cannot be a constructive termination for convenience of the government when the government follows that course. On that basis, I join in the opinion.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/8598073. Public record. Not legal advice.