ALLISON ENGINE CO., INC., et al. v. UNITED STATES ex rel. SANDERS et al.

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ALLISON ENGINE CO., INC., et al. v. UNITED
STATES ex rel. SANDERS et al.
certiorari to the united states court of appeals for
the sixth circuit
No. 07–214. Argued February 26, 2008—Decided June 9, 2008
The Navy contracted with two shipyards to build destroyers, each of
which needed generator sets (Gen-Sets) for electrical power. The ship
yards subcontracted with petitioner Allison Engine Company, Inc. (Alli
son Engine), to build Gen-Sets, Allison Engine subcontracted with peti
tioner General Tool Company (GTC) to assemble them, and GTC
subcontracted with petitioner Southern Ohio Fabricators, Inc., to manu
facture Gen-Set bases and enclosures. The subcontracts required that
each Gen-Set be accompanied by a certificate of conformance (COC) cer
tifying that the unit was manufactured according to Navy specifications.
All of the funds paid under the contracts ultimately came from the
U. S. Treasury.
Former GTC employees Sanders and Thacker (hereinafter respond
ents) brought this qui tam suit seeking to recover damages from peti
tioners under the False Claims Act (FCA), which, inter alia, imposes
civil liability on any person who knowingly uses a “false . . . statement
to get a false or fraudulent claim paid or approved by the Government,”
31 U. S. C. § 3729(a)(2), or who “conspires to defraud the Government by
getting a false or fraudulent claim allowed or paid,” § 3729(a)(3). At
trial, respondents introduced evidence that petitioners had issued COCs
falsely stating that their work was completed in compliance with Navy
specifications and that they had presented invoices for payment to the
shipyards. They did not, however, introduce the invoices the shipyards
submitted to the Navy. The District Court granted petitioners judg
ment as a matter of law, concluding that, absent proof that false claims
were presented to the Government, respondents’ evidence was legally
insufficient under the FCA. The Sixth Circuit reversed in relevant
part, holding, among other things, that respondents’ §§ 3729(a)(2) and
(3) claims did not require proof of an intent to cause a false claim to be
paid by the Government; proof of an intent to cause such a claim to be
paid by a private entity using Government funds was sufficient.
Held:
1. It is insufficient for a plaintiff asserting a § 3729(a)(2) claim to show
merely that the false statement’s use resulted in payment or approval
of the claim or that Government money was used to pay the false or

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fraudulent claim. Instead, such a plaintiff must prove that the defend
ant intended that the false statement be material to the Government’s
decision to pay or approve the false claim. Pp. 668–672.
(a) The Sixth Circuit’s interpretation of § 3729(a)(2) impermissibly
deviates from the statute’s language, which requires the defendant to
make a false statement “to get” a false or fraudulent claim “paid or
approved by the Government.” Because “to get” denotes purpose, a
person must have the purpose of getting a false or fraudulent claim
“paid or approved by the Government” in order to be liable. Moreover,
getting such a claim “paid . . . by the Government” is not the same as
getting it paid using “government funds.” Under § 3729(a)(2), a defend
ant must intend that the Government itself pay the claim. Eliminating
this element of intent would expand the FCA well beyond its intended
role of combating “fraud against the Government.” Rainwater v.
United States, 356 U. S. 590, 592. Pp. 668–669.
(b) The Government’s contention that “paid . . . by the Govern
ment” does not mean literal Government payment is unpersuasive. The
assertion that it is customary to say that the Government pays a bill
when a recipient of Government funds uses those funds to pay involves
a colloquial usage of the phrase “paid by” that is not customarily em
ployed in statutory drafting, where precision is important and expected.
Section 3729(c)’s definition of “claim” does not support the Government’s
argument. The definition allows a request to be a “claim” even if it is
not made directly to the Government, but, under § 3729(a)(2), it is neces
sary that the defendant intend that a claim be “paid . . . by the Govern
ment,” not by another entity. Pp. 669–670.
(c) This does not mean, however, that § 3729(a)(2) requires proof
that a defendant’s false statement was submitted to the Government.
Because the section requires only that the defendant make the false
statement for the purpose of getting “a false or fraudulent claim paid or
approved by the Government,” a subcontractor violates § 3729(a)(2) if it
submits a false statement to the prime contractor intending that con
tractor to use the statement to get the Government to pay its claim.
However, if a subcontractor makes a false statement to a private entity
but does not intend that the Government rely on the statement as a
condition of payment, the direct link between the statement and the
Government’s decision to pay or approve a false claim is too attenuated
to establish liability. The Court’s reading gives effect to Congress’ ef
forts to protect the Government from loss due to fraud but also ensures
that “a defendant is not answerable for anything beyond the natural,
ordinary and reasonable consequences of his conduct.” Anza v. Ideal
Steel Supply Corp., 547 U. S. 451, 470. Pp. 671–672.

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2. Similarly, it is not enough under § 3729(a)(3) for a plaintiff to show
that the alleged conspirators agreed upon a fraud scheme that had the
effect of causing a private entity to make payments using money ob
tained from the Government. Instead, it must be shown that they in
tended “to defraud the Government.” Where their alleged conduct in
volved the making of a false statement, it need not be shown that they
intended the statement to be presented directly to the Government, but
it must be established that they agreed that the statement would have
a material effect on the Government’s decision to pay the false or fraud
ulent claim. Pp. 672–673.
471 F. 3d 610, vacated and remanded.
Alito, J., delivered the opinion for a unanimous Court.
Theodore B. Olson argued the cause for petitioners. With
him on the briefs were Matthew D. McGill, Amir C. Tayrani,
Glenn V. Whitaker, Victor A. Walton, Jr., Michael J. Bron
son, Lawrence R. Elleman, William A. Posey, W. Jeffrey
Sefton, James J. Gallagher, and David P. Kamp.
James B. Helmer, Jr., argued the cause for respondents.
With him on the brief were Paul B. Martins and Robert
M. Rice.
Malcolm L. Stewart argued the cause for the United
States as amicus curiae urging affirmance. With him on
the brief were former Solicitor General Clement, Acting As
sistant Attorney General Bucholtz, Deputy Solicitor Gen
eral Kneedler, Douglas N. Letter, and Thomas M. Bondy.*
*Briefs of amici curiae urging reversal were filed for the Chamber of
Commerce of the United States of America et al. by Jonathan S. Frank
lin, Caroline M. Mew, Robin S. Conrad, and Amar D. Sarwal; for Conti
nental Common, Inc., et al. by Thomas V. Murto III; and for the Washing
ton Legal Foundation by John T. Boese, Daniel J. Popeo, and Paul D.
Kamenar.
Briefs of amici curiae urging affirmance were filed for Grayson & Kubli,
P. C., by Alan M. Grayson and Victor A. Kubli; for the Taxpayers Against
Fraud Education Fund by David C. Frederick; for Marsha Farmer by
Brantly Harris and James W. McCartney; for Senator Charles E. Grassley
by Frederick M. Morgan, Jr.; and for Joel D. Hesch by Mr. Hesch, pro se.

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Opinion of the Court
Justice Alito delivered the opinion of the Court.
The False Claims Act (FCA) imposes civil liability on any
person who knowingly uses a “false record or statement to
get a false or fraudulent claim paid or approved by the Gov
ernment,” 31 U. S. C. § 3729(a)(2), and any person who “con
spires to defraud the Government by getting a false or fraud
ulent claim allowed or paid,” § 3729(a)(3). We granted
review in this case to decide what a plaintiff asserting a claim
under these provisions must show regarding the relationship
between the making of a “false record or statement” and the
payment or approval of “a false or fraudulent claim . . . by
the Government.”
Contrary to the decision of the Court of Appeals below,
we hold that it is insufficient for a plaintiff asserting a
§ 3729(a)(2) claim to show merely that “[t]he false statement’s
use . . . result[ed] in obtaining or getting payment or ap
proval of the claim,” 471 F. 3d 610, 621 (CA6 2006), or that
“government money was used to pay the false or fraudu
lent claim,” id., at 622. Instead, a plaintiff asserting a
§ 3729(a)(2) claim must prove that the defendant intended
that the false record or statement be material to the Govern
ment’s decision to pay or approve the false claim. Similarly,
a plaintiff asserting a claim under § 3729(a)(3) must show that
the conspirators agreed to make use of the false record or
statement to achieve this end.
I
In 1985, the United States Navy entered into contracts
with two shipbuilders, Bath Iron Works and Ingalls Ship
building (together the shipyards), to build a new fleet of
Arleigh Burke class guided missile destroyers. Each de
stroyer required three generator sets (Gen-Sets) to supply
all of the electrical power for the ship. The shipyards sub
contracted with petitioner Allison Engine Company, Inc. (Al
lison Engine), formerly a division of General Motors, to build

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90 Gen-Sets to be used in over 50 destroyers. Allison En
gine in turn subcontracted with petitioner General Tool
Company (GTC) to assemble the Gen-Sets, and GTC subcon
tracted with petitioner Southern Ohio Fabricators, Inc.
(SOFCO), to manufacture bases and enclosures for the Gen-
Sets. The Navy paid the shipyards an aggregate total of $1
billion for each new destroyer. Of that, Allison Engine was
paid approximately $3 million per Gen-Set; GTC was paid
approximately $800,000 per Gen-Set; and SOFCO was paid
over $100,000 per Gen-Set. All of the funds used to pay
petitioners ultimately came from the Federal Treasury.
The Navy’s contract with the shipyards specified that
every part of each destroyer be built in accordance with the
Navy’s baseline drawings and military standards. These re
quirements were incorporated into each of petitioners’ sub
contracts. In addition, the contracts required that each
delivered Gen-Set be accompanied by a certificate of con
formance (COC) certifying that the unit was manufactured
in accordance with the Navy’s requirements.
In 1995, Roger L. Sanders and Roger L. Thacker (herein
after respondents), former employees of GTC, brought suit
in the District Court for the Southern District of Ohio as qui
tam relators seeking to recover damages pursuant to § 3729,
which renders liable any person who “knowingly presents,
or causes to be presented, to an officer or employee of the
United States Government . . . a false or fraudulent claim for
payment or approval,” § 3729(a)(1); any person who “know
ingly makes, uses, or causes to be made or used, a false rec
ord or statement to get a false or fraudulent claim paid or
approved by the Government,” § 3729(a)(2); and any person
who “conspires to defraud the Government by getting a false
or fraudulent claim allowed or paid,” § 3729(a)(3).
Respondents alleged that the invoices submitted to the
shipyards by Allison Engine, GTC, and SOFCO fraudulently
sought payment for work that had not been done in accord
ance with contract specifications. Specifically, respondents

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claimed that the gearboxes installed by Allison Engine in
the first 52 Gen-Sets were defective and leaked oil; that GTC
never conducted a required final quality inspection for ap
proximately half of the first 67 Gen-Sets; and that the
SOFCO welders who worked on the first 67 Gen-Sets did
not meet military standards. Respondents also claimed that
petitioners issued COCs claiming falsely that the Gen-Sets
had been built to the contractually required specifications
even though petitioners knew that those specifications had
not been met.
The case was tried to a jury. At trial, respondents intro
duced evidence that petitioners had issued COCs that falsely
stated that their work was completed in compliance with the
Navy’s requirements and that they had presented invoices
for payment to the shipyards. Respondents did not, how
ever, introduce the invoices submitted by the shipyards to
the Navy. At the close of respondents’ case, petitioners
moved for judgment as a matter of law pursuant to Federal
Rule of Civil Procedure 50(a). Petitioners asserted that
no reasonable jury could find a violation under § 3729 be
cause respondents had failed to adduce any evidence that a
false or fraudulent claim had ever been presented to the
Navy. The District Court granted petitioners’ motion.
No. 1–:95–cv–970, 2005 WL 713569 (SD Ohio, Mar. 11, 2005).
The court rejected respondents’ argument that they did not
have to present evidence that a claim had been submitted to
the Navy because they showed that Government funds had
been used to pay the invoices that were presented to the
shipyards. The District Court concluded that, absent proof
that false claims were presented to the Government, re
spondents’ evidence was legally insufficient under the FCA.
Id., at *10.
On appeal, a divided panel of the United States Court of
Appeals for the Sixth Circuit reversed the District Court in
relevant part. 471 F. 3d 610 (2006). The majority agreed
with the District Court that liability under § 3729(a)(1) re

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quires proof that a false claim was presented to the Govern
ment. However, the Court of Appeals held that the District
Court erred in granting petitioners’ motion for judgment as
a matter of law with respect to respondents’ §§ 3729(a)(2) and
(3) claims. The Court of Appeals held that such claims do
not require proof of an intent to cause a false claim to be
paid by the Government. Rather, it determined that proof
of an intent to cause a false claim to be paid by a private
entity using Government funds was sufficient. In so hold
ing, the Court of Appeals recognized that its decision con
flicted with United States ex rel. Totten v. Bombardier Corp.,
380 F. 3d 488 (CADC 2004) (Totten), cert. denied, 544 U. S.
1032 (2005).
We granted certiorari to resolve the conflict over the
proper interpretation of §§ 3729(a)(2) and (3). 552 U. S. 989
(2007).
II
A
We turn first to § 3729(a)(2), and “[w]e start, as always,
with the language of the statute.” Williams v. Taylor, 529
U. S. 420, 431 (2000). Section 3729(a)(2) imposes civil liabil
ity on any person who “knowingly makes, uses, or causes to
be made or used, a false record or statement to get a false
or fraudulent claim paid or approved by the Government.”
The interpretation of § 3729(a)(2) that was adopted by the
Court of Appeals—and that is endorsed by respondents and
the Government—impermissibly deviates from the statute’s
language. In the view of the Court of Appeals, it is suffi
cient for a § 3729(a)(2) plaintiff to show that a false statement
resulted in the use of Government funds to pay a false or
fraudulent claim. 471 F. 3d, at 621–622. Under subsection
(a)(2), however, the defendant must make the false record or
statement “to get” a false or fraudulent claim “paid or ap
proved by the Government.” “[T]o get” denotes purpose,
and thus a person must have the purpose of getting a false

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or fraudulent claim “paid or approved by the Government”
in order to be liable under § 3729(a)(2). Additionally, getting
a false or fraudulent claim “paid . . . by the Government” is
not the same as getting a false or fraudulent claim paid using
“government funds.” Id., at 622. Under § 3729(a)(2), a de
fendant must intend that the Government itself pay the
claim.
Eliminating this element of intent, as the Court of Appeals
did, would expand the FCA well beyond its intended role of
combating “fraud against the Government.” See Rainwa
ter v. United States, 356 U. S. 590, 592 (1958) (emphasis
added). As the District of Columbia Circuit pointed out, the
reach of § 3729(a)(2) would then be “almost boundless: for
example, liability could attach for any false claim made to
any college or university, so long as the institution has re
ceived some federal grants—as most of them do.” Totten,
supra, at 496.
B
Defending the Court of Appeals’ interpretation of
§ 3729(a)(2), the Government contends that the phrase
“paid . . . by the Government” does not mean that the Gov
ernment must literally pay the bill. The Government main
tains that it is customary to say that the Government pays
a bill when a person who has received Government funds
uses those funds to pay a bill. The Government provides
this example: “ ‘[W]hen a student says his college living
expenses are “paid by” his parents, he typically does not
mean that his parents send checks directly to his creditors.
Rather, he means that his parents are the ultimate source of
the funds he uses to pay those expenses.’ ” Brief for United
States as Amicus Curiae 9 (quoting Totten, supra, at 506
(Garland, J., dissenting)).
This example is unpersuasive because it involves a collo
quial usage of the phrase “paid by”—a usage that is not cus
tomarily employed in more formal contexts. For example,
if a federal employee who receives all of his income from the

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Government were asked in a formal inquiry to reveal who
paid for, say, his new car or a vacation, the employee would
not say that the Federal Government had footed the bill.
In statutory drafting, where precision is both important and
expected, the sort of colloquial usage on which the Govern
ment relies is not customary.
The Government is also wrong in arguing that the defini
tion of the term “claim” in § 3729(c) means that § 3729(a)(2)’s
use of the phrase “paid . . . by the Government” should not
be read literally. Under this definition, a request for money
or property need not be made directly to the Government in
order to constitute a “claim.” Instead, a “claim” may in
clude a request or demand that is made to “a contractor,
grantee, or other recipient if the United States Government
provides any portion of the money or property which is re
quested or demanded, or if the Government will reimburse
such contractor, grantee, or other recipient for any portion
of the money or property which is requested or demanded.”
§ 3729(c). This definition of the word “claim” does not
support the Government’s argument because it does not
alter the meaning of the phrase “by the Government” in
§ 3729(a)(2). Under § 3729(c)’s definition of “claim,” a re
quest or demand may constitute a “claim” even if the re
quest is not made directly to the Government, but under
§ 3729(a)(2) it is still necessary for the defendant to intend
that a claim be “paid . . . by the Government” and not by
another entity.1
1 This interpretation of § 3729(a)(2) does not render superfluous the por
tion of § 3729(c) providing that a “claim” may be made to a contractor,
grantee, or other recipient of Government funding. This language makes
it clear that there can be liability under §§ 3729(a)(1) and (2) where the
request or demand for money or property that a defendant presents to a
federal officer for payment or approval, § 3729(a)(1), or that a defendant
intends “to get . . . paid or approved by the Government,” § 3729(a)(2),
may be a request or demand that was originally “made to” a contractor,
grantee, or other recipient of federal funds and then forwarded to the
Government.

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C
This does not mean, however, as petitioners suggest, see
Reply Brief 1, that § 3729(a)(2) requires proof that a defend
ant’s false record or statement was submitted to the Govern
ment. While § 3729(a)(1) requires a plaintiff to prove that
the defendant “present[ed]” a false or fraudulent claim to the
Government, the concept of presentment is not mentioned in
§ 3729(a)(2). The inclusion of an express presentment re
quirement in subsection (a)(1), combined with the absence of
anything similar in subsection (a)(2), suggests that Congress
did not intend to include a presentment requirement in sub
section (a)(2). “[W]hen Congress includes particular lan
guage in one section of a statute but omits it in another sec
tion of the same Act, it is generally presumed that Congress
acts intentionally and purposely in the disparate inclusion or
exclusion.” Barnhart v. Sigmon Coal Co., 534 U. S. 438, 452
(2002) (internal quotation marks omitted).
What § 3729(a)(2) demands is not proof that the defendant
caused a false record or statement to be presented or submit
ted to the Government but that the defendant made a false
record or statement for the purpose of getting “a false or
fraudulent claim paid or approved by the Government.”
Therefore, a subcontractor violates § 3729(a)(2) if the subcon
tractor submits a false statement to the prime contractor
intending for the statement to be used by the prime contrac
tor to get the Government to pay its claim.2 If a subcontrac
2 Section 3729(b) provides that the terms “knowing” and “knowingly”
“mean that a person, with respect to information—(1) has actual knowl
edge of the information; (2) acts in deliberate ignorance of the truth or
falsity of the information; or (3) acts in reckless disregard of the truth or
falsity of the information, and no proof of specific intent to defraud is
required.” The statutory definition of these terms is easily reconcilable
with our holding in this case for two reasons. First, the intent require
ment we discern in § 3729(a)(2) derives not from the term “knowingly,”
but rather from the infinitive phrase “to get.” Second, § 3729(b) refers to
specific intent with regard to the truth or falsity of the “information,”

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tor or another defendant makes a false statement to a pri
vate entity and does not intend the Government to rely on
that false statement as a condition of payment, the statement
is not made with the purpose of inducing payment of a false
claim “by the Government.” In such a situation, the direct
link between the false statement and the Government’s deci
sion to pay or approve a false claim is too attenuated to es
tablish liability. Recognizing a cause of action under the
FCA for fraud directed at private entities would threaten to
transform the FCA into an all-purpose antifraud statute.
Our reading of § 3729(a)(2), based on the language of the stat
ute, gives effect to Congress’ efforts to protect the Gov
ernment from loss due to fraud but also ensures that
“a defendant is not answerable for anything beyond the natu
ral, ordinary and reasonable consequences of his conduct.”
Anza v. Ideal Steel Supply Corp., 547 U. S. 451, 470 (2006)
(internal quotation marks omitted).
III
Respondents also brought suit under § 3729(a)(3), which
makes liable any person who “conspires to defraud the Gov
ernment by getting a false or fraudulent claim allowed
or paid.” Our interpretation of this language is similar to
our interpretation of the language of § 3729(a)(2). Under
§ 3729(a)(3), it is not enough for a plaintiff to show that the
alleged conspirators agreed upon a fraud scheme that had
the effect of causing a private entity to make payments using
money obtained from the Government. Instead, it must be
shown that the conspirators intended “to defraud the Gov
ernment.” Where the conduct that the conspirators are al
leged to have agreed upon involved the making of a false
record or statement, it must be shown that the conspirators
had the purpose of “getting” the false record or statement
to bring about the Government’s payment of a false or fraud
while our holding refers to a defendant’s purpose in making or using a
false record or statement.

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ulent claim. It is not necessary to show that the conspira
tors intended the false record or statement to be presented
directly to the Government, but it must be established that
they agreed that the false record or statement would have a
material effect on the Government’s decision to pay the false
or fraudulent claim.
This reading of subsection (a)(3) is in accord with our deci
sion in Tanner v. United States, 483 U. S. 107 (1987), where
we held that a conspiracy to defraud a federally funded pri
vate entity does not constitute a “conspiracy to defraud the
United States” under 18 U. S. C. § 371. 483 U. S., at 129. In
Tanner, the Government argued that a recipient of federal
financial assistance and the subject of federal supervision
may itself be treated as “the United States.” We rejected
this reading of § 371 as having “not even an arguable basis
in the plain language of § 371.” Id., at 131. Indeed, we con
cluded that such an interpretation “would have, in effect,
substituted ‘anyone receiving federal financial assistance and
supervision’ for the phrase ‘the United States.’ ” Id., at 132.
Likewise, the interpretation urged on us by respondents
would in effect substitute “paid by Government funds” for
the phrase “paid or approved by the Government.” Had
Congress intended subsection (a)(3) to apply to anyone who
conspired to defraud a recipient of Government funds, it
would have so provided.
* * *
Because the decision of the Court of Appeals was based
on an incorrect interpretation of §§ 3729(a)(2) and (3), we va
cate its judgment and remand the case for further proceed
ings consistent with this opinion.
It is so ordered.