101 Fed. Cl. 623
Fed. Cl.2011Background
- GMIG, a California-based SDV, minority-owned, SBA 8(a) program participant, contracted to provide training services to HHS University.
- HHS University issued RFQ under GETA in May 2007 for FY2008 grants management training; GMIG submitted a quote May 30, 2007.
- Ms. Branker (HHS) sent tentative dates and selected GMIG for eight topics; GMIG indicated readiness to schedule training.
- HHS University later rescinded GMIG’s selection on June 27, 2007, citing plagiarism; GAO protests ensued; HHS re-delegated authority later but did not reinstate the RFQ.
- GMIG asserted breach, pursued GAO protests, district court actions, and ultimately filed this May 9, 2011 complaint seeking damages.
- Court granted defendant’s summary judgment motion, finding no offer and acceptance, and no valid GETA purchase order form to support contract formation.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was GMIG's May 30, 2007 quotation an offer? | GMIG contends the quote was an offer that HHS could accept. | Quotation is not an offer; only an order can create a contract under FAR 13.004(a). | No offer; GMIG's quotation did not constitute an offer. |
| Did Branker's June 19, 2007 email constitute an acceptance? | GMIG argues the email accepted the government’s offer. | Email invited dates and was not an acceptance of terms; no binding contract formed. | No acceptance; June 19 email did not form a contract. |
| Did the June 19, 2007 email constitute an 'order' under FAR 13.004(a)? | GMIG asserts the email constitutes an order. | Email concerned possible dates and not an offer upon terms; not a valid order. | Not an 'order'; no contract formed through this email exchange. |
| Was there a GETA purchase order (HHS-350) to bind a contract? | Plaintiff argues past dealings show implied contracts and 350 forms were not always signed. | HHS-410-1 requires signed 350 forms; absence defeats contract formation. | No binding contract due to absence of a signed HHS-350 purchase order. |
| Did GMIG establish a binding contract under GETA authority and related procurement processes? | GMIG asserted proper GETA delegation and contract formation through communications. | No proper delegation or cognizable contract under GETA; no offer/acceptance. | No contract formation under GETA; plaintiff's claim fails. |
Key Cases Cited
- Hometown Financial, Inc. v. United States, 409 F.3d 1360 (Fed. Cir. 2005) (four elements required to prove government contract)
- Celotex Corp. v. Catrett, 477 U.S. 317 (Supreme Court 1986) (summary judgment standard and burden shifting)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (Supreme Court 1986) (summary judgment standard; material facts in dispute)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (Supreme Court 2007) (plausibility pleading standard)
- Ashcroft v. Iqbal, 556 U.S. 662 (Supreme Court 2009) (plausibility standard for pleading; supervisory review)
- Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (Supreme Court 1986) (limits on inference-based inferences in summary judgment)
- Easter v. United States, 575 F.3d 1332 (Fed. Cir. 2009) (discretion in treating 12(d) motions as summary judgment)