Case: 22-2154   Document: 44     Page: 1   Filed: 05/30/2024




   United States Court of Appeals
       for the Federal Circuit
                 ______________________

                THE PORTLAND MINT,
                  Plaintiff-Appellant

                            v.

                   UNITED STATES,
                   Defendant-Appellee
                 ______________________

                       2022-2154
                 ______________________

    Appeal from the United States Court of Federal Claims
 in No. 1:20-cv-00518-MBH, Senior Judge Marian Blank
 Horn.
                  ______________________

                 Decided: May 30, 2024
                 ______________________

     LEE VARTAN, Chiesa Shahinian & Giantomasi PC,
 Roseland, NJ, argued for plaintiff-appellant. Also repre-
 sented by JONATHAN DAVID SHAFFER, Haynes and Boone,
 LLP, Tysons Corner, VA.

     ALISON VICKS, Commercial Litigation Branch, Civil Di-
 vision, United States Department of Justice, Washington,
 DC, argued for defendant-appellee. Also represented by
 BRIAN M. BOYNTON, DEBORAH ANN BYNUM, PATRICIA M.
 MCCARTHY.
                  ______________________
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 2                                    THE PORTLAND MINT v. US




     Before DYK, MAYER, and TARANTO, Circuit Judges.
 DYK, Circuit Judge.
     The Portland Mint (“Portland Mint”) delivered truck-
 loads of coins to a foundry designated by the United States
 Mint (“U.S. Mint”) pursuant to a regulation, 

, that provided for redemption of mutilated coins.
 The coins were melted down and used to make new coins.
 The U.S. Mint refused to pay for the shipment on the
 ground that “a very high percentage of coins submitted”
 were counterfeit. J.A. 288. Portland Mint, alleging that
 the coins were genuine, brought five claims against the
 United States in the Court of Federal Claims (“Claims
 Court”) for (1) a violation of 

, (2) breach
 of an implied contract, (3) breach of the implied duty of
 good faith and fair dealing, (4) a Fifth Amendment takings
 claim, and (5) an Equal Access to Justice Act claim for fees.
      The Claims Court dismissed all five claims, concluding
 that it lacked jurisdiction for claims one and two, and that
 all five claims failed to state a claim upon which relief could
 be granted. We find that the Claims Court erred in dis-
 missing claim two for lack of jurisdiction and failure to
 state a claim. In light of our reversal as to claim two, we
 affirm the dismissal of the remaining three merits claims.
 We do not reach claim five concerning attorneys’ fees. We
 affirm in part and reverse and remand in part for further
 proceedings.
                         BACKGROUND
     Beginning in 1911, the U.S. Mint established a Muti-
 lated Coin Redemption Program (“Redemption Program”)
 where individuals or businesses could submit bent or
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 THE PORTLAND MINT v. US                                     3



 partial coins to the U.S. Mint in exchange for payment. 1
 The U.S. Mint would then use these mutilated coins to
 make new coins. While the Redemption Program has re-
 cently been suspended, it was in effect during the period in
 question here. The regulation governing the Redemption
 Program provided that individuals or businesses that par-
 ticipated in the Redemption Program “may be subject to a
 certification process[,] . . . may be required to provide doc-
 umentation for how the participant came into custody of
 the bent or partial coins,” and “[t]he United States Mint
 reserves the right to test samples from any submission to
 authenticate the material.” 

(c)(1), (3),
 (4).
     The Redemption Program regulation also provided
 that the U.S. Mint would not redeem submitted coins in
 certain circumstances.
     No redemption will be made when:
         (i) A submission, or any portion of a sub-
         mission, demonstrates a pattern of inten-
         tional mutilation or an attempt to defraud
         the United States;




     1   The Redemption Program regulation only covers
 current bent or partial coins. “Uncurrent coins are whole
 U.S. coins which are merely worn or reduced in weight by
 natural abrasion yet are readily and clearly recognizable
 as to genuineness and denomination and which are ma-
 chine countable.” 

(a). Uncurrent coins
 cannot be redeemed under the Redemption Program regu-
 lation and can only be redeemed through “a bank or other
 financial institution that will accept them, or with a depos-
 itory institution that has established a direct customer re-
 lationship with a Federal Reserve Bank.” 

 § 100.10(b).
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 4                                  THE PORTLAND MINT v. US




        (ii) A submission appears to be part of, or
        intended to further, any criminal activity;
        (iii) A submission contains a material mis-
        representation of facts;
        (iv) Material presented is not identifiable
        as United States coins. In such instances,
        the participant will be notified to retrieve
        the entire submission, at the participant’s
        sole expense, within 30 days. If the sub-
        mission is not retrieved in a timely man-
        ner, the entire submission will be treated
        as voluntarily abandoned property, pursu-
        ant to 41 C.F.R. [§] 102-41.80, and will be
        retained or disposed of by the United
        States Mint;
        (v) A submission contains any contaminant
        that could render the coins unsuitable for
        coinage metal. In such instances, the par-
        ticipant will be notified to retrieve the en-
        tire submission, at the participant’s sole
        expense, within 30 days. If the submission
        is not retrieved in a timely manner, the en-
        tire submission will be treated as voluntar-
        ily abandoned property, pursuant to 41
        C.F.R. [§] 102-41.80, and will be retained or
        disposed of by the United States Mint; or
        (vi) A submission contains more than a
        nominal amount of uncurrent coins. In
        such instances, the participant may be no-
        tified to retrieve the entire submission, at
        the participant’s sole expense, within 30
        days. If the submission is not retrieved in
        a timely manner, the entire submission
        will be treated as voluntarily abandoned
        property, pursuant to 41 C.F.R. [§] 102-
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 THE PORTLAND MINT v. US                                    5



         41.80, and will be retained or disposed of by
         the United States Mint.
 Id. § 100.11(c)(6). Subsections (i) to (iii) have been inter-
 preted by the U.S. Mint to authorize the U.S. Mint to reject
 counterfeit coins, or a shipment that consists in part of
 counterfeit coins.
     The following factual recitation is taken from Portland
 Mint’s second amended complaint unless otherwise indi-
 cated. Portland Mint first participated in the Redemption
 Program in 2012, and from the period of 2012 to 2015 was
 paid approximately $229,632 for about 21 shipments of
 coins. Three of Portland Mint’s coin shipments were de-
 tained at the ports by the Department of Homeland Secu-
 rity (“DHS”). Portland Mint filed a civil action to regain
 possession of its coin shipments, and during discovery DHS
 produced a laboratory report analyzing Portland Mint’s
 coins, which found “[t]he samples have a broad range of
 date mint marks and their weights and alloy compositions
 are indistinguishable from standard currency.” J.A. 437.
 DHS ultimately returned the coins to Portland Mint. In
 2015, the U.S. Mint suspended the Redemption Program,
 allegedly due to suspected submissions of counterfeit coins
 by other parties.
      In January 2018, the U.S. Mint resumed the Redemp-
 tion Program. Portland Mint submitted an application to
 participate in the Redemption Program, and it was ap-
 proved by the U.S. Mint. Anthony Holmes, Jr., a supervi-
 sor at the U.S. Mint, coordinated with Portland Mint for its
 first delivery. Mr. Holmes designated the delivery to be
 made at the Olin Brass foundry in Illinois. On August 1
 and 2, 2018, Portland Mint delivered approximately
 427,000 pounds of coins, which Portland Mint alleged in-
 cluded the coins previously detained by DHS. The U.S.
 Mint retained about 35 pounds of the submission as a sam-
 ple for testing. The U.S. Mint proceeded to melt the re-
 mainder of the submission. The resulting product was
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 6                                   THE PORTLAND MINT v. US




 used by the U.S. Mint to make new coins. Portland Mint
 was told that payment for submissions generally issued 4–
 6 weeks after delivery.
     In the following months, Portland Mint inquired about
 the status of its payment, and the U.S. Mint responded that
 it was “still evaluating the coins for final receipts” and
 “[p]reliminary testing of the materials submitted by the
 Portland Mint has identified technical anomalies that have
 required additional, detailed testing to ensure they are ap-
 propriate for redemption.” J.A. 448.
      On April 28, 2020, Portland Mint filed a complaint in
 the Claims Court and eventually filed a second amended
 complaint alleging five claims seeking primarily to recover
 the value of the submitted coins: (1) a violation of 

 (the Redemption Program regulation), (2) breach
 of an implied contract defined by the Redemption Program
 regulation, (3) breach of the implied duty of good faith and
 fair dealing, (4) a Fifth Amendment takings claim, and
 (5) an Equal Access to Justice Act claim for attorneys’ fees.
    On December 30, 2020, while the Claims Court case
 was pending, the U.S. Mint sent a letter to the Portland
 Mint stating that the U.S. Mint had tested a representative
 sample of the coins submitted and
     the testing sufficiently supports a conclusion that
     the coins [Portland Mint] submitted in August
     2018 were counterfeit. Based on this finding, and
     pursuant to 

(c)(6)(i)–(iii) and 

(c)(7), the [U.S.] Mint denies re-
     demption of [] Portland Mint’s material submitted
     to the . . . Redemption Program in August 2018.
 J.A. 288. The U.S. Mint appears to agree that the ship-
 ment was a mixture of genuine and counterfeit coins.
     The U.S. Mint moved to dismiss Portland Mint’s second
 amended complaint for lack of jurisdiction and failure to
 state a claim. The Claims Court granted the motion to
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 THE PORTLAND MINT v. US                                     7



 dismiss in its entirety, finding for claims one and two that
 it lacked jurisdiction and Portland Mint failed to state a
 claim upon which relief could be granted, and for claims
 three, four and five that Portland Mint failed to state a
 claim. Portland Mint appeals.
     We have       jurisdiction   pursuant    to   

(a)(3). 2



     2    The statement in the Redemption Program regula-
 tion that “[t]he Director of the United States Mint, or de-
 signee, shall have final authority with respect to all aspects
 of redemptions of bent or partial coin submissions,” 

(c)(7), does not deprive this Court or the
 Claims Court of jurisdiction. “[T]he Tucker Act broadly
 waives the government’s sovereign immunity for claims as-
 serting breach of contract,” and “[f]or a statute to reinstate
 the government’s sovereign immunity, Congress must
 manifest an ‘unambiguous intention to withdraw the
 Tucker Act remedy.’” Cardiosom, L.L.C. v. United States,
 

 (Fed. Cir. 2011) (quoting Ruckelshaus
 v. Monsanto Co., 

 (1984)). “When deter-
 mining whether a statute precludes judicial review, we ap-
 ply a ‘“strong presumption” in favor of judicial review.’”
 Alarm.com Inc. v. Hirshfeld, 

, 1354 (Fed. Cir.
 2022) (quoting Cuozzo Speed Techs., LLC v. Lee, 

, 273 (2016)). “[T]he presumption of reviewability may
 be overcome only by ‘clear and convincing indications,
 drawn from specific language, specific legislative history,
 and inferences of intent drawn from the statutory scheme
 as a whole, that Congress intended to bar review.’” 

 (quoting Cuozzo, 579 U.S. at 273). Here, there was no such
 Congressional intent expressed in the statute. See 

, 5120. Instead, it is only the agency’s regu-
 lation which grants the Director of the Mint final authority.
 This is insufficient to deprive the Claims Court of jurisdic-
 tion.
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 8                                   THE PORTLAND MINT v. US




                         DISCUSSION
                               I
     We first consider Portland Mint’s claim two, which al-
 leges that its submission of coins pursuant to the Redemp-
 tion Program regulation created an implied-in-fact
 contract between Portland Mint and the U.S. Mint, the
 terms of which could be found in the regulation. The
 Claims Court concluded that the contract alleged by Port-
 land Mint was an implied-in-law contract and that “[t]he
 [Claims] Court . . . lacks jurisdiction over contracts implied
 in law.” Portland Mint v. United States, 

,
 667 (2022) (quoting Int’l Data Prods. Corp. v. United
 States, 

 (Fed. Cir. 2007)). Jurisdiction
 is an issue of law that we review de novo. Case, Inc. v.
 United States, 

 (Fed. Cir. 1996).
     “Generally speaking, implied-in-law contracts ‘impose
 duties that are deemed to arise by operation of law’ in order
 to prevent an injustice, whereas implied-in-fact contracts
 are ‘founded upon a meeting of the minds, which, although
 not embodied in an express contract, is inferred, as a fact,
 from conduct of the parties showing, in light of the sur-
 rounding circumstances, their tacit understanding.’” Lum-
 bermens Mut. Cas. Co. v. United States, 

 (Fed. Cir. 2011) (quoting City of Cincinnati v. United
 States, 

 (Fed. Cir. 1998)).
     The Claims Court explained that Portland Mint al-
 leged in its complaint that the “essential terms of the im-
 plied contract were found in the [U.S.] Mint’s own
 regulations,” Portland Mint, 160 Fed. Cl. at 667 (quoting
 J.A. 455), and thus “if duties existed between the parties,
 those duties existed by operation of the regulation at 

, or by operation of statute, not because of
 any contractual agreement, negotiated or otherwise.” Port-
 land Mint, 160 Fed. Cl. at 668. The Claims Court con-
 cluded that the contract was implied-in-law.
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 THE PORTLAND MINT v. US                                      9



     Decisions of our predecessor court (binding on us) are
 to the contrary. In Radium Mines, Inc. v. United States,
 

 (Ct. Cl. 1957), a regulation was
 adopted in order “[t]o stimulate domestic production of ura-
 nium.” The regulation set forth conditions (weight and con-
 centration minimums) to be met for the government to
 accept a shipment of uranium, that a representative sam-
 ple of the submission would be tested, and if the require-
 ments were met, the government would pay certain
 minimum prices. 

 at 404–05.
     The government argued that submission of the ura-
 nium pursuant to the regulation did not create a contract
 and instead was “a mere invitation to the industry to make
 offers to the [g]overnment, which the [g]overnment could
 then accept or reject as it saw fit.” 

. Our prede-
 cessor court disagreed, reasoning that the regulation’s
 “purpose was to induce persons to find and mine uranium”
 and “[i]t could surely not be urged that one who had com-
 plied in every respect with the terms of the [regulation]
 could have been told by the [g]overnment that it would pay
 only half the ‘Guaranteed Minimum Price,’ nor could he be
 told that the [g]overnment would not purchase his uranium
 at all.” 

. Thus, the regulation evidenced “the
 [g]overnment’s offer to purchase,” which could form a “con-
 tract . . . by offer and acceptance.” Id.; see also Griffin v.
 United States, 

 (1978) (holding that “the
 Secretary had become bound by an implied contract” based
 on “the statute, which in effect authorized purchase of sug-
 gestions from service members” and “[h]ere [the sugges-
 tion] was accepted and acted on”); New York Airways, Inc.
 v. United States, 

 (Ct. Cl. 1966) (holding
 that “[t]he actions of the parties support the existence of a
 contract . . . implied in fact” because “[t]he Board’s rate or-
 der was, in substance, an offer by the [g]overnment to pay
 the plaintiffs a stipulated compensation for the transporta-
 tion of mail, and the actual transportation of the mail was
 the plaintiffs’ acceptance of that offer”).
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 10                                   THE PORTLAND MINT v. US




      Just as an implied-in-fact contract was found in Ra-
 dium Mines, Portland Mint here has alleged an implied-in-
 fact contract. Congress has mandated that “[t]he Secretary
 of the Treasury shall melt obsolete and worn United States
 coins withdrawn from circulation,” 

(a)(1),
 and the Treasury Department established the Redemption
 Program in response to this mandate. Just as in Radium
 Mines, the regulation here was meant to induce persons to
 submit coins. The Redemption Program regulation also set
 forth conditions. The regulation provided for redemption
 by the U.S. Mint of “[l]awfully held bent or partial coins,”
 “which are readily and clearly identifiable as to genuine-
 ness and denomination.” 

(a)–(b). If the
 coins were redeemed by the U.S. Mint, the U.S. Mint would
 pay set prices based on the type and number of coins. 

 § 100.11(d). The regulation also contained language that
 “[a]ny submission under this subpart shall be deemed an
 acceptance of all provisions of this subpart,” id. § 100.11(a),
 which contemplated that redemption of coins would create
 a contract.
     The regulation here closely mirrors the regulation in
 Radium Mines. 153 F. Supp. at 404–05. The regulation
 acted as an offer, and if a party submitted qualifying coins
 to the U.S. Mint, it was an acceptance, and an implied-in-
 fact contract was created. The Claims Court erred in hold-
 ing that the regulation here could not create an implied-in-
 fact contract. The Claims Court had jurisdiction over claim
 two.
                               II
     The Claims Court also dismissed Portland Mint’s im-
 plied contract claim for failure to state a claim. We review
 a grant of a motion to dismiss for failure to state a claim de
 novo. Inter-Tribal Council of Ariz., Inc. v. United States,
 

, 1338 (Fed. Cir. 2020).
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 THE PORTLAND MINT v. US                                    11



                               A
      Portland Mint contended that the U.S. Mint “breached
 its contractual duties by accepting the coins for redemption
 and melting them, but failing and refusing to pay the Port-
 land Mint.” J.A. 456. The primary issue here is the mean-
 ing of the term “redeem” as used in the Redemption
 Program regulation and hence in the contract. Portland
 Mint argued that the definition of “redemption” was “[t]he
 act or an instance of reclaiming or regaining possession by
 paying a specific price.” J.A. 526 (alteration in original)
 (citing Redemption, BLACK’S LAW DICTIONARY (11th ed.
 2019)). Portland Mint therefore contended that the U.S.
 Mint had redeemed its coins under the regulation when the
 U.S. Mint took possession of the coins. However, on its
 face, the mere taking of possession of the coins cannot be a
 redemption since the contract contemplates that the coins
 may be tested to determine if they are genuine before they
 are redeemed and that they will not be redeemed if they
 are properly rejected. 3 Interpreting the contract formed
 under the regulation here requires that we address four
 subsidiary questions.
     First, is the U.S. Mint obligated to pay for counterfeit
 coins? The answer is clearly no, even if the coins were used
 to make new coinage. If the coins are counterfeit, the U.S.
 Mint is correct that it need not redeem or pay for them,
 even if used, because the coins would be forfeited to the
 U.S. Mint. 4 The forfeiture statute provides that “[a]ll


     3    The regulation itself is titled “Request for examina-
 tion of bent or partial coin for possible redemption,” show-
 ing that simply submitting coins to the U.S. Mint does not
 amount to redemption. 

 (emphasis
 added).
      4   “Federal regulations which are based upon a grant
 of statutory authority ‘have the force and effect of law, and,
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 12                                    THE PORTLAND MINT v. US




 counterfeits of any coins . . . of the United States . . . shall
 be forfeited to the United States.” 

. “Items
 that are considered ‘contraband’ or ‘counterfeit’ under Sec-
 tion 492 are deemed illegal per se and automatically for-
 feited without having to satisfy the otherwise applicable
 forfeiture procedures.” United States v. Von Nothaus,
 No. 5:09CR27-RLV, 

, at *6 (W.D.N.C.
 Dec. 1, 2014); see also Boggs v. Merletti, 

 (D.D.C. 1997). Thus, any counterfeit coins are forfeited,
 and the U.S. Mint need not redeem or pay for them under
 the contract.
     The second interpretive question is whether genuine
 coins can be forfeited if mixed with counterfeit coins. We
 think that the answer to this question is no. Section 492
 did not provide for forfeiture of genuine coins, and some
 courts have held that under the forfeiture statute, when
 there is a mixture of genuine and counterfeit coins, the gov-
 ernment cannot treat all the coins as forfeited and must
 return the genuine coins, that is, separate out the genuine
 coins. See, e.g., Von Nothaus, 

, at *8. The
 U.S. Mint urges that under the regulations “submissions
 will [not] be returned if redemption is denied due to any of
 the reasons in 

(c)(6)(i)–(iii).” Appellee
 Br. 33. This argument is based on a comparison between
 sections (i)–(iii), which are silent on whether a submission
 will be returned (and which are applicable here), and



 if they are applicable, they must be deemed terms of the
 contract even if not specifically set out therein, knowledge
 of which is charged to the contractor.’” Gen. Eng’g & Mach.
 Works v. O’Keefe, 

 (Fed. Cir. 1993) (quot-
 ing De Matteo Const. Co. v. United States, 

 (Ct. Cl. 1979)). Here, the forfeiture statute likewise
 has the force and effect of law and section 492 covers coun-
 terfeit coins and is applicable to the contract. The contract
 is subject to the forfeiture statute.
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 THE PORTLAND MINT v. US                                    13



 sections (iv)–(vi), which are inapplicable here and provide
 that submissions denied for those reasons will be re-
 turned. 5 But the regulation did not provide for forfeiture
 of genuine coins mixed with counterfeit coins. Without de-
 ciding the extent of the government’s obligation to separate
 genuine from counterfeit coins or the extent of its obliga-
 tion to return genuine coins, we conclude that there is no
 authority for the government to forfeit genuine coins.
      The third question is whether the government can re-
 fuse to redeem genuine coins mixed with counterfeit coins.
 The regulation here suggested that a mixture of counterfeit
 coins and genuine coins need not be redeemed. The Re-
 demption Program regulation provided six instances when
 “[n]o redemption will be made.” 

(c)(6)(i)–
 (vi). The regulation provided that an entire lot of coins
 could be rejected if “[a] submission, or any portion of a sub-
 mission, demonstrates a pattern of intentional mutilation
 or an attempt to defraud the United States.”               

 § 100.11(c)(6)(i) (emphasis added). The submission of coun-
 terfeit coins may fall under this provision, but whether it
 does or not, we think that the regulation did not obligate
 the government to accept a mixture of genuine and coun-
 terfeit coins.




     5    The U.S. Mint’s Standard Operating Procedure
 document states that for “mutilated coin lots that are not
 accepted for redemption, the Analyst prepares the appro-
 priate communication” to the participant informing the
 participant of “1. Why the application, mutilated coin ship-
 ment, or appeal was deficient or rejected. 2. Directions on
 shipping the mutilated coin back to them at their expense
 (if the cause for rejection is that the Participant submitted
 mutilated coin that was rejected).” J.A. 281 § 6.8.1. We
 need not decide whether the Standard Operating Proce-
 dures are part of the contract.
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 14                                 THE PORTLAND MINT v. US




     The fourth question is whether the U.S. Mint is obli-
 gated to pay for genuine coins that are in fact used to make
 new coinage if submitted together with counterfeit coins.
 We think the answer is yes.
     Even if we were to agree with the government that gen-
 uine coins in a mixture need not be separated by the gov-
 ernment from counterfeit coins and returned, that does not
 answer the question whether the genuine coins can be used
 without payment. According to Portland Mint, the melted
 coins were used to manufacture new coins, and the U.S.
 Mint appears to agree. The meaning of redeem, generally,
 is to buy back or repurchase. 6        Redeem, MERRIAM-
 WEBSTER,        https://www.merriam-webster.com/diction-
 ary/redeem (last visited May 6, 2024). The general rule is
 that when a contract imposes a requirement for acceptance
 (redemption) — here genuine coins not mixed with coun-
 terfeit coins — and provides for testing, acceptance of the
 non-complying shipment by the buyer nonetheless creates
 liability. And acceptance creates an obligation to pay for




      6  The Claims Court found that the meaning of re-
 demption under the regulation “provides for the testing
 and examination of submitted coins,” J.A. 24, and because
 Portland Mint’s proposed definition of “redemption” did not
 include testing, Portland Mint “indeed appears to chal-
 lenge the statutory, regulatory, and administrative pro-
 cesses established for the Redemption Program for
 testing,” J.A. 25. This was error.
     The fact that the Claims Court had to interpret the
 meaning of “redemption” in the regulation does not convert
 Portland Mint’s claim one or claim two into an APA claim.
 The Claims Court can resolve issues, including interpret-
 ing a government regulation. See, e.g., Radium Mines, 153
 F. Supp. at 405–06.
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 THE PORTLAND MINT v. US                                        15



 the non-complying shipment. The Uniform Commercial
 Code (“UCC”), which is relevant to government contract
 law, 7 provides that:
     Acceptance of goods occurs when the buyer (a) after
     a reasonable opportunity to inspect the goods sig-
     nifies to the seller . . . that [the buyer] will take or
     retain them in spite of their non-conformity; or
     (b) fails to make an effective rejection [], but such
     acceptance does not occur until the buyer has had
     a reasonable opportunity to inspect them; or
     (c) does any act inconsistent with the seller’s own-
     ership . . . .
 U.C.C. § 2-606 (Am. L. Inst. & Nat’l Comm’n 2023); see also
 Restatement (Second) of Contracts § 246(a)–(b) (Am. L.
 Inst. 1981); Restatement (First) of Contracts § 298 (Am. L.
 Inst. 1932) (illustrating that if “A contracts to sell and B to
 buy for $1000 two saddle horses, to be sound and gentle”
 and “A furnishes two horses, one of which is vicious,” then
 if B “accepts them” but “retained the horses an unreasona-
 ble time after discovering their character, he would have
 been under a duty to pay the agreed price”).
     This is illustrated in the Supreme Court case of Cincin-
 nati Siemens-Lungren Gas Illuminating Co. v. W. Siemens-
 Lungren Co., 

 (1894). That case involved a
 contract to purchase lamps. 

. The lamps were
 delivered by the seller but the buyer contended that the
 “construction [of the lamps] was defective.” 

.
 However, the buyer did not “tender[] them back to [the
 seller], or even [] ma[ke] any complaint of them for many



     7  “[T]he UCC ‘provides useful guidance in applying
 general contract principles.’” Pac. Gas & Elec. Co. v.
 United States, 

 (Fed. Cir. 2016) (quot-
 ing Hughes Commc’ns Galaxy, Inc. v. United States, 

 (Fed. Cir. 2001)).
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 16                                   THE PORTLAND MINT v. US




 months after their receipt.” Id. at 210. The Supreme Court
 held that the buyer therefore still had to pay for the lamps
 and could only recover damages for “the difference between
 the contract price and the actual value of the thing deliv-
 ered.” Id. In other words, a buyer’s keeping and using the
 good is an act inconsistent with the seller’s ownership and
 therefore counts as acceptance.
      Similarly, in La Miller v. St. Claire Packing Co., 

 (1950), the court held that the buyer must
 pay for tomatoes because it accepted the tomatoes by rea-
 son of “conversion of such tomatoes in its canning pro-
 cesses.” This was true even though the buyer alleged that
 the tomatoes were subject to rejection as they were smaller
 than the contract called for. 

; see also Ran-Paige
 Co. v. United States, 

 (1996) (hold-
 ing that although the buyer notified the seller that the
 goods were not in compliance with the contract, if “the
 buyer used the nonconforming goods, the buyer would only
 be entitled to the difference in the value of the goods war-
 ranted and the value of the goods provided”); U.S. for Use
 & Benefit of Whitaker’s Inc. of Sumter v. C.B.C. Enters.,
 Inc., 

, 246–47 (E.D. Va. 1993) (holding that
 “the [seller’s] first installment of cabinets were clearly non-
 conforming and could not be cured in the field” and thus
 “[the buyer] was entitled to reject all nineteen (19) units”
 but “[b]y taking possession of the cabinets, cutting them to
 fit over pipes and installing the units, [the buyer] accepted
 the cabinets within the meaning of the UCC” and could not
 reject them).
     In summary, when the U.S. Mint retains, melts, and
 uses genuine coins, then the regulation is best read as the
 U.S. Mint having redeemed those coins, and thus it is re-
 quired to pay for those genuine coins in accordance with
 the contract.
     Portland Mint alleged that it submitted genuine coins
 to the U.S. Mint and because the coins were melted and
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 THE PORTLAND MINT v. US                                   17



 used to make new coins, Portland Mint alleged that it is
 entitled to payment per 

(d). This is suf-
 ficient to state a claim (subject to the authority issue dis-
 cussed below). This does not mean, of course, that Portland
 Mint is necessarily entitled to recovery. The U.S. Mint ar-
 gued that its testing found that “a very high percentage of
 coins submitted were actually made by a manufacturer
 other than the United States Mint.” J.A. 288. Portland
 Mint alleged that at least the vast majority of the coins
 were genuine. 8 Whether some portion of the coins were
 counterfeit is a relevant fact issue to be determined on re-
 mand. There is a genuine dispute of material fact as to
 which Portland Mint is entitled to discovery. To the extent
 that the coins are genuine, and absent a showing by the
 government that Portland Mint was attempting to defraud
 the United States, 9 or some other defense, Portland Mint
 must be paid for the genuine coins at prices set out in the
 regulation, subject to one other issue that we now discuss.
                              B
     The Claims Court also dismissed Portland Mint’s con-
 tract claim because Portland Mint failed to allege that Mr.
 Holmes, who accepted the coins, had the necessary author-
 ity. “When the United States is a party [to an implied-in-
 fact contract] . . . [t]he government representative whose


     8   In its second amended complaint, Portland Mint
 contended that “[a]mong those coins [submitted to the U.S.
 Mint] were the coins that DHS had previously tested and
 concluded were genuine. The remainder of the shipment
 likewise contained genuine, mutilated U.S. coins.” J.A.
 438.
      9  The government has not so far alleged that Port-
 land Mint’s submission constituted an effort to defraud the
 United States. We have no occasion here to decide how
 such a showing would affect Portland Mint’s right to recov-
 ery.
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 18                                  THE PORTLAND MINT v. US




 conduct is relied upon must have actual authority to bind
 the government in contract.” City of Cincinnati, 

.
     The Claims Court found that Portland Mint’s allega-
 tions that Mr. Holmes had actual authority “f[e]ll well
 short” because “Mr. Holmes’ duties of supervising [Port-
 land Mint’s] participation in the Redemption Program and
 relaying information did not require that Mr. Holmes pos-
 sess contracting authority.” Portland Mint, 160 Fed. Cl. at
 670. This was error.
     At the motion to dismiss stage, the court is “obligated
 to assume all factual allegations to be true and to draw all
 reasonable inferences in plaintiff’s favor.” Henke v. United
 States, 

 (Fed. Cir. 1995). In Sommers Oil
 Co. v. United States, the appellant claimed to have entered
 into a contract with “duly authorized agents of the . . . In-
 ternal Revenue Service.” 

 (Fed. Cir.
 2001). While we noted that “the complaint [wa]s not a
 model of pleading,” we nonetheless held that “reading the
 complaint liberally and indulging all reasonable inferences
 from the allegations, as we [were] required to do, we con-
 clude[d] that the complaint allege[d] authorization suffi-
 ciently to withstand a motion to dismiss.” 

 “It was
 sufficient for the complaint to allege that the government’s
 promise was authorized by a person having legal authority
 to do so.” 

.
      In its second amended complaint, Portland Mint al-
 leged that “[a]s demonstrated by the communications and
 actions of Anthony Holmes, Jr. and other Mint employees,
 arranging and contracting for the delivery of mutilated
 coins was an integral part of Mr. Holmes’s duties as a su-
 pervisor employed by the Mint.” J.A. 455 (emphases
 added). Our cases have held that such an allegation is suf-
 ficient to survive a motion to dismiss. “An employee of the
 [g]overnment has implied actual authority to enter an
 agreement only when that authority is an ‘integral part of
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 THE PORTLAND MINT v. US                                    19



 the duties assigned to [the] government employee.’” Lib-
 erty Ammunition, Inc. v. United States, 

 (Fed. Cir. 2016) (alteration in original) (quoting H.
 Landau & Co. v. United States, 

 (Fed. Cir.
 1989)). “Authority is integral ‘when the government em-
 ployee could not perform his or her assigned tasks without
 such authority.’” 

 (quoting Flexfab, LLC v. United
 States, 

 (2004), aff’d, 

 (Fed. Cir. 2005)).
     Reading the complaint liberally and taking all reason-
 able inferences in favor of Portland Mint, its allegation that
 an integral part of Mr. Holmes’ duties at the U.S. Mint was
 to enter into contracts amounts to a claim that Mr. Holmes
 had legal authority to enter into a contract on behalf of the
 U.S. Mint. Thus, Portland Mint’s claim is sufficient to sur-
 vive a motion to dismiss.
     In conclusion, the Claims Court erred in dismissing
 Portland Mint’s implied contract claim for failure to state
 a claim.
                              III
     In the light of our holding, Portland Mint’s other claims
 were properly dismissed. Claim one for violation of the reg-
 ulation was properly dismissed because where the regula-
 tion is designed to create a contract, the rights of a
 claimant under the regulation are defined by the terms of
 the contract, thus precluding recovery under the regula-
 tion. As to claim three for breach of the implied duty of
 good faith and fair dealing, where, as here, the breach of
 contract claim and the breach of the implied covenant of
 good faith and fair dealing claim are based on the same
 facts, the latter claim should be dismissed as redundant.
 See BGT Holdings LLC v. United States, 

,
 1016 (Fed. Cir. 2020) (“[T]he contract itself provides other
 avenues of relief for [the plaintiff] that preempt the need to
 invoke the doctrine of good faith and fair dealing.”); Dobyns
 v. United States, 

 (Fed. Cir. 2019) (“[T]he
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 20                                 THE PORTLAND MINT v. US




 implied duty of good faith and fair dealing cannot expand
 a party’s contractual duties beyond those in the express
 contract or create duties inconsistent with the contract’s
 provisions.” (quoting Precision Pine & Timber, Inc. v.
 United States, 

 (Fed. Cir. 2010))). The
 Fifth Amendment takings claim is also properly dismissed
 because “when the government itself breaches a contract,
 a party must seek compensation from the government in
 contract rather than under a takings claim.” Piszel v.
 United States, 

 (Fed. Cir. 2016). Fi-
 nally, since we are remanding this case for further proceed-
 ings, we need not address claim five because there is
 currently no prevailing party in the Claims Court.
                        CONCLUSION
     We reverse the Claims Court’s dismissal of Portland
 Mint’s implied contract claim and remand for further pro-
 ceedings consistent with this opinion. We affirm the dis-
 missal of the three remaining merits claims.
        AFFIRMED IN PART, REVERSED AND
              REMANDED IN PART
                           COSTS
 Costs to appellant.