Coast Professional, Inc. v. United States
828 F.3d 1349
Fed. Cir.2016Background
- Since 1981 the Department of Education has procured debt-collection services using contractors on GSA Federal Supply Schedules; agencies place Task Orders against those Schedules.
- In 2009 Education issued RFQs and awarded Task Orders (with base terms and express unilateral option clauses H.1 and H.3) to Pioneer, Enterprise, and others.
- Each 2009 Task Order also contained an "H.4 Award Term Extension" clause: contractors meeting performance criteria could earn an "award-term" extension, which the clause stated would be executed as a new Task Order under the contractor’s then-current GSA schedule contract.
- In late 2014 Education audited contractors and, in Feb. 2015, notified Pioneer and Enterprise they would not receive award-term extensions but informed five competitors they would receive extensions via new Task Orders.
- Pioneer and Enterprise sued in the Court of Federal Claims alleging bid-protest jurisdiction under the Tucker Act; the Claims Court dismissed for lack of jurisdiction.
- The Federal Circuit vacated and remanded, holding that issuance of the award-term extensions as new Task Orders constitutes a "proposed award or the award of a contract" under 28 U.S.C. § 1491(b)(1).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether issuance of award-term extensions as new Task Orders is an "award or proposed award of a contract" under the Tucker Act (28 U.S.C. § 1491(b)(1)) | Pioneer/Enterprise: The award-term extensions will be issued as new Task Orders and thus are protestable awards under § 1491 | Government: The award-term issuance is a mere formality or equivalent to exercising an option; thus it is contract administration and only challengeable under the Contract Disputes Act | Held: The issuance of new Task Orders pursuant to H.4 are awards of contracts and fall within the Court of Federal Claims’ bid-protest jurisdiction under § 1491(b)(1) |
| Whether award-term extensions under H.4 are properly treated as unilateral "options" governed by the CDA (and therefore outside bid-protest jurisdiction) | Pioneer/Enterprise: H.4 requires a new Task Order and allows contractor acceptance/rejection; it is not an option | Government: The award-terms function like options and are a matter of contract administration governed by the CDA | Held: H.4 is not an option under the FAR definition because award-term extensions require contractor acceptance and will be issued as new Task Orders; they are not unilateral options governed exclusively by the CDA |
Key Cases Cited
- Distributed Sols. v. United States, 539 F.3d 1340 (Fed. Cir. 2008) (standard of review for jurisdictional dismissals and interpretation of "in connection with a procurement")
- Precision Pine & Timber, Inc. v. United States, 596 F.3d 817 (Fed. Cir. 2010) (principles for contract interpretation)
- Res-Care, Inc. v. United States, 735 F.3d 1384 (Fed. Cir. 2013) (statutory interpretation without deference)
- Data Mgmt. Servs. JV v. United States, 78 Fed. Cl. 366 (Fed. Cl. 2007) (Task Orders against GSA Schedule contracts constitute awards subject to protest)
- IDEA Int’l, Inc. v. United States, 74 Fed. Cl. 129 (Fed. Cl. 2006) (Court of Federal Claims jurisdiction over protests to issuance of Task Orders under GSA Schedules)
- SRA Int’l, Inc. v. United States, 766 F.3d 1409 (Fed. Cir. 2014) (distinguishing protestability of orders under different GWAC/FASA frameworks)