184 F.3d 1101 (9th Cir. 1999)
UNITED STATES OF AMERICA, ex rel. JANET C. OLIVER, Plaintiff-Appellant,v.THE PARSONS COMPANY; PARSONS ENGINEERING SCIENCE, INC.; PARSONS ENVIRONMENTAL SERVICES,  INC.; RALPH M. PARSONS COMPANY, Defendants-Appellees.
No. 97-56452
UNITED STATES COURT OF APPEALS FOR THE NINTH CIRCUIT
Argued and Submitted June 10, 1999--Pasadena, CaliforniaFiled July 19, 1999

Dean Francis Pace, Pace and Rose, Los Angeles, California,  for the plaintiff-appellant.
Dale H. Oliver, Quinn Emanuel Urquhart Oliver & Hedges,  Los Angeles, California, for the defendants-appellees.
Appeal from the United States District Court for the Central District of California  William Matthew Byrne, Jr., District Judge, Presiding. D.C. No. CV-95-05423-WMB.
Before: Dorothy W. Nelson, Stephen Reinhardt, and Stephen S. Trott, Circuit Judges.
OPINION
TROTT, Circuit Judge:


1
Janet C. Oliver, plaintiff quitam, appeals the district  court's denial of her motion for summary judgment and its  grant of summary judgment in favor of defendantsThe Parsons Company, Parsons Engineering Science, Inc., Parsons  Environmental Services, Inc., and Ralph M. Parsons Company (collectively, "Parsons"). The district court held that  Parsons' cost accounting practices did not give rise to a claim  under the False Claims Act, 31 U.S.C. S 3729 (West 1999)  ("the Act") because Parsons employed a "reasonable  interpretation" of the applicable regulations and because the  facts alleged failed to meet the scienter requirement.


2
This court has jurisdiction under 28 U.S.C. S 1291. We  hold that the district court erred in applying a "reasonable  interpretation" approach to determining falsity under the Act  and that genuine issues of material fact exist regarding  whether Parsons "knowingly" submitted a false claim. We  therefore REVERSE and REMAND for further proceedings  in accordance with this opinion.


3
* FACTS


4
Oliver was an accountant for The Parsons Company  ("TPC"). She now sues on behalf of the United States, claiming that Parsons knowingly violated the federal Cost Accounting Standards in an effort to overcharge the government,  thereby giving rise to a claim under the Act.


5
Parsons Engineering Science, Inc. ("Parsons ES") is the  predecessor of Engineering Science, Inc. ("ES") and is a subsidiary of TPC. Parsons ES is a significant federal government contractor, with contracts amounting to over $300  million between 1989 and 1996.


6
In August 1989, Parsons ES was awarded a $58,115,836  contract by the State of California Bureau of Automotive  Repairs to operate part of the state's air quality emissions program ("the BAR contract"). In January 1990, Parsons ES  awarded a subcontract to Inspection and Maintenance Corporation ("I&M"), another wholly-owned subsidiary of TPC, to  perform the "field and supervisory work" associated with the  BAR contract. I&M's only corporate objective is the BAR  contract; it performs no work for the federal government and  has continued to perform under the BAR contract even after  the written subcontract with Parsons ES expired on December  31, 1991.


7
I&M consists solely of employees who directly implement  the BAR contract. It is, as the district court put it, "in essence,  only a payroll." For accounting purposes, I&M labor costs  were not included in Parsons ES's direct labor base cost but  were instead characterized as "other direct costs " arising from  the subcontract. This practice affects the overhead rate  charged to the federal government by Parsons ES in its federal  contracts because the overhead rate is calculated as a percentage of the difference between the direct labor base and the  "overhead pool costs." For example, if Parsons ES's direct  labor base cost is $100 and the overhead pool money  amounted to $150, the overhead rate is 150%. If its direct  labor base cost was increased to $150, then the overhead rate  charged to the government is 100%. In this way, Oliver  alleges that Parsons ES used I&M to reduce its direct labor  costs, thereby increasing the overhead rate billed to the federal government.


8
Oliver filed this qui tam action under seal on August 14,  1995, notified the government, and disclosed to the government all her evidence of fraud. On November 7, 1996, the  government issued a letter declining to intervene in the litigation. The complaint was then unsealed, and Oliver began pursuing the action as relator. The parties filed a joint statement  of stipulated facts on June 2, 1997. Both parties moved for  summary judgment. On July 31, 1997, the district court  entered summary judgment for Parsons, and Oliver now  appeals.

II
STANDARD OF REVIEW

9
A grant of summary judgment is reviewed de novo.  Margolis v. Ryan, 140 F.3d 850, 852 (9th Cir. 1998). We  must determine, viewing the evidence in the light most favorable to the non-moving party, whether there are any genuine  issues of material fact and whether the district court correctly  applied the relevant substantive law. Id. The court must not  weigh the evidence or determine the truth of the matter but  only determine whether there is a genuine issue for trial.  Abdul-Jabbar v. General Motors Corp., 85 F.3d 407, 410 (9th  Cir. 1996).

III
FALSE CLAIMS ACT

10
The Act prohibits any person from knowingly presenting a false or fraudulent claim for payment or approval by the  federal government. 31 U.S.C. S 3729 (a)(1) (West 1999). A  prima facie Cost Accounting Standards under the Act therefore requires proof that: (1) the defendant made a claim  against the United States; (2) the claim was false or fraudulent; and (3) that the defendant knew the claim was false or  fraudulent. Id.; see also Blusal Meats, Inc. v. United States,  638 F. Supp. 824, 827 (S.D.N.Y. 1986). The parties agree that  Parsons made a claim against the United States. We therefore  limit our review to the issues of falsity and knowledge.


11
* False or Fraudulent Nature of the Claim


12
Oliver argues that the district court erred in determining  that the claims were not false. Specifically, Oliver argues that:  (1) the district court failed to consider certain evidence; (2)  the subcontract between Parsons ES and I&M was unlawful;  and (3) Parsons' accounting practices did not comply with the  federal requirements.

1.

13
Oliver's first argument is that the district court erred in  ignoring the opinion of her expert, Peter Elliot, CPA. However, in making this argument, Oliver does nothing more than  reiterate Elliot's testimony, which offers an opinion regarding  the legality of Parsons' accounting practices. Because Parsons' accounting practices are undisputed and the only question is whether the practices are legal, the district court was  not required to accept Elliot's opinion. See Colacurcio v. City  of Kent, 163 F.3d 545, 549 (9th Cir. 1998) ("When a mixed  question of fact and law involves undisputed underlying facts,  summary judgment may be appropriate.")

2.

14
Oliver next argues that the claims are false because the  contractual relationship between Parsons ES and I&M was  not valid. Under California law, the essential elements for a  contract are (1) "[p]arties capable of contracting;" (2) "[t]heir  consent;" (3) "[a] lawful object;" and (4) "[s]ufficient cause  or consideration." Cal. Civ. Code S 1550 (West 1999); Marshall & Co. v. Weisel, 51 Cal. Rptr. 183, 187 (Ct. App.  1966).


15
Oliver provides three alternative theories challenging the  subcontract. The first theory is that a valid subcontract never  existed. However, Oliver makes no actual argument on appeal  challenging the existence of the subcontract per se.1 In fact,  Oliver stipulated to the existence of the written subcontract  document. That document meets all the elements required in  S 1550.


16
The second and third theories are that the subcontract  became invalid upon the expiration of the written contract on  December 31, 1991, or, alternatively, that the contract became  invalid when ES reincorporated as Parsons ES on October 1,  1994--after the written contract had expired. Under California contract law, a contract may be implied from the conduct  of the parties. Cal. Civ. Code S 1621 (West 1999); British  Motor Car Distrib., Ltd. v. New Motor Vehicle Bd., 239 Cal.  Rptr. 280, 285-86 (Ct. App. 1987). It is undisputed from the  record that Parsons ES and I&M continued to perform under  the terms of the agreement. Therefore, the district court correctly held that a valid subcontract existed because the parties' continued performance under the terms of the written  contract was sufficient to prove the continued existence of the  contract. Oliver's attempts to prove falsity by challenging the  subcontract between Parsons ES and I &M are unavailing.

3.

17
Oliver's final argument alleging falsity involves the  issue of whether Parsons ES's accounting practices complied with the federal Cost Accounting Standards. The district court  held in its Order of July 31, 1997, that the "falsity" element  under the Act was not met because Parsons demonstrated that  it made a reasonable interpretation of an ambiguous accounting standard, citing Hagood v. Sonoma County Water Agency,  81 F.3d 1465 (9th Cir. 1996). It concluded that the issue was  "not what motive defendants had for employing [their]  accounting system . . . but rather whether that accounting system reasonably complied with applicable rules and  regulations."


18
The district court erred. Hagood does not stand for the  proposition that a "reasonable interpretation " of a regulation  precludes falsity. Hagood involved the question of whether  the defendant's submission of allocation costs under the  Water Supply Act gave rise to a false claim under the False  Claims Act. Id. at 1476-77. In Hagood , the statute itself  granted discretion in deciding the cost allocation that the  plaintiff claimed was false. See id. at 1477 ("all authorized  purposes served by the project shall share equitably in the benefits of multiple purpose construction, as determined by  the Secretary of the Army or the Secretary of the Interior"  (emphasis added)). Unlike Hagood, this case involves regulations that, while unquestionably technical and complex, are  not discretionary. Their meaning is ultimately the subject of  judicial interpretation, and it is Parsons' compliance with  these regulations, as interpreted by this court, that determines  whether its accounting practices resulted in the submission of  a "false claim" under the Act. See United States v. Mead, 426  F.2d 118, 122 (9th Cir. 1970), (concluding, after engaging in  judicial construction, that the defendant's interpretation of the  relevant regulations was erroneous); see also United States ex.  rel. Schumer v. Hughes Aircraft Co., 63 F.3d 1512, 1524 (9th  Cir. 1995), rev'd on other grounds, 520 U.S. 939 (1997)  ("[U]nallowable costs can trigger the False Claims Act").2


19
Thus, while the reasonableness of Parsons' interpretation of the applicable accounting standards may be relevant to whether it knowingly submitted a false claim, the question of  "falsity" itself is determined by whether Parsons' representations were accurate in light of applicable law. Because the  district court erroneously relied on this reasonableness analysis, we do not reach the issue of whether Parsons' accounting  measures complied with the Cost Accounting Standards and  instead remand for further proceedings on this issue.

B
Knowing Submission of a False Claim

20
The third element of a cause of action under the Act  requires that the defendant knew the claim was false or fraudulent. 31 U.S.C. S 3729 (a)(1) (West 1999). Knowledge is  established by proving that the defendant (1) had actual  knowledge that it submitted a false or fraudulent claim for  payment or approval, (2) acted in deliberate ignorance of the  truth or falsity of its claim, or (3) acted in reckless disregard  of the truth or falsity of its false claim. 31 U.S.C. S 3729(b)  (West 1999); Wang v. FMC Corp., 975 F.2d 1412, 1420 (9th  Cir. 1992). "[I]nnocent mistakes" and "negligence" are not  offenses under the Act. Id.


21
We conclude that there are issues of fact that survive  the standard of summary judgment. Specifically, Parsons'  failure to disclose the existence of I&M in its disclosure statement, coupled with the Oliver affidavit, are enough, viewed  in the light most favorable to Oliver, to preclude summary  judgment. Evidence in the record demonstrates that Parsons  ES failed to list I&M among the companies with whom it  engaged in inter-organizational transfers. The language of the relevant disclosure statement, section 2.8.0 states:


22
Inter-organizational Transfers.


23
This item is directed only to those materials, supplies, and services which are, or will be transferred  to you from divisions, subsidiaries, or affiliates  under common control with you.


24
([I]ndicate the basis used by you as transferee to  charge the cost or materials, supplies, and services to  Government contracts of similar cost objectives.)


25
In response, Parsons ES submitted a list of companies it stated  "included" but was not "limited to" the companies with which  it had inter-organizational transfers. Parsons ES did not list  I&M among these companies, despite the fact that it was  required to provide a "complete and accurate" disclosure  under the regulations. See 48 C.F.R. S 9903.202-10 (1999).


26
Furthermore, Oliver's affidavit states that, while in her  position as a government accounting specialist for Parsons  ES, she immediately contacted the appropriate officers upon  discovering the existence of I&M. They told her to "forget  about it." The affidavit continues:


27
I replied that Parsons better hope the DCAA doesn't  discover I&M. The reason why I said that was  because I knew that the Defense Contract Audit  Agency was upset what the DCAA Auditors discovered during a floorcheck in 1992 that Parsons ES  was providing services (Accounting, Human Resources, etc.) to intercompanies . . . . Because of  that discovery, DCAA asked Parsons ES to produce  a list of all Parsons interorganizational companies  for which Parsons ES performed services. Parsons  ES provided this list . . . . However, I&M was  excluded from this list even though I&M has been  transferring labor and other fringe benefits intercompany to ES and Parsons ES since 1989.


28
Oliver's affidavit further states that she was informed that the  I&M company was set up so that Parsons ES would not have  to include its direct labor in the labor base for computation of  the overhead rate billed to the federal government. This evidence is enough to create a genuine issue of material fact precluding summary judgment on the issue of scienter.

IV
ATTORNEYS' FEES

29
Because Oliver has yet to ultimately prevail in her qui tam  action, we do not reach the issue of granting attorneys' fees,  expenses and costs under 31 U.S.C. S 3730(d)(1) (West  1999).


30
REVERSED and REMANDED.



Notes:


1
 Federal Rule of Appellate Procedure 28 requires the Appellant to do  more than simply make assertions. She must provide an argument that  contains "appellant's contentions and the reasons for them, with citations  to the authorities and parts of the record on which the appellant relies."  Fed. R. App. P. 28(a)(9)(A).


2
 The amicus brief submitted by the Government correctly points out the  potential problem created by embracing a "reasonable interpretation"  exception to the "falsity" of a claim. A defendant could submit a claim,  knowing it is false or at least with reckless disregard as to falsity, thus  meeting the intent element, but nevertheless avoid liability by successfully  arguing that its claim reflected a "reasonable interpretation" of the requirements.


