Imaginarium v. United States Small Business Administration, 618 F.Supp.3d 1225

Imaginarium LLC applied in April 2021 for a Shuttered Venue Operators Grant (SVOG) under 15 U.S.C. § 9009a; SBA initially approved a $1,611,445.16 award in July 2021 but declined it in August 2021.
Imaginarium alleges it spent money in reliance on the approval (promoting and holding events) and then sued the SBA and its Administrator for breach of contract, promissory estoppel, APA violations, and declaratory relief.
Defendants moved to dismiss under Fed. R. Civ. P. 12(b)(1), claiming sovereign immunity bars the suit because the SBA’s sue-and-be-sued waiver in 15 U.S.C. § 634(b)(1) applies only to claims arising under Chapter 14A (not Chapter 116, where § 9009a is codified).
The Court treated the motion as a facial attack, accepted the complaint’s well-pleaded facts, and analyzed whether Congress unequivocally waived sovereign immunity.
The Court concluded § 634(b)(1)’s reference to "this chapter" means Chapter 14A, so it does not waive immunity for SVOG claims under Chapter 116; therefore the district court lacks jurisdiction over the contract claims and must transfer them to the Court of Federal Claims under the Tucker Act.
The Court also held Imaginarium’s APA and equitable/declaratory remedies do not provide jurisdiction: the Tucker Act/Claims Court provides an adequate alternative and federal courts cannot order specific performance against the United States.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether § 634(b)(1) waives SBA sovereign immunity for claims arising under § 9009a (SVOG)	§ 634(b)(1)’s "functions, powers, and duties" waiver covers all SBA programs, including SVOG	The sue‑and‑be‑sued clause refers to "this chapter" (Chapter 14A) and does not extend to Chapter 116 (§ 9009a)	Waiver does not extend to § 9009a; no district court jurisdiction over contract claims
Whether the district court can adjudicate contract/money claims against the U.S.	Requests for declaratory/equitable relief avoid Claims Court exclusivity	Money‑equivalent relief falls exclusively within Court of Federal Claims under the Tucker Act	District court lacks jurisdiction; contract claims transferred to Court of Federal Claims
Whether APA § 704 provides jurisdiction to review the SBA action	APA permits review of agency action here	APA review is barred when another adequate remedy exists (Claims Court remedy)	APA claims fail for lack of jurisdiction because an adequate alternative remedy exists
Whether the district court can order specific performance or mandatory relief against the U.S.	Seeks orders requiring the SBA to grant awards and extend spending period	Courts lack power to order specific performance against the United States; sovereign immunity not waived for such relief	Specific performance/declaratory relief seeking to compel payments is beyond district court power; supports dismissal/transfer

United States v. Mitchell, 445 U.S. 535 (1980) (Congressional waiver of sovereign immunity must be unequivocal)
United States v. King, 395 U.S. 1 (1969) (waiver of sovereign immunity cannot be implied)
FDIC v. Meyer, 510 U.S. 471 (1994) (federal agencies possess a presumption of immunity)
United States v. Nordic Vill., Inc., 503 U.S. 30 (1992) (sue‑and‑be‑sued clauses are construed liberally but within statutory terms)
Bowen v. Massachusetts, 487 U.S. 879 (1988) (APA review does not duplicate existing statutory review procedures)
Barnhart v. Sigmon Coal Co., Inc., 534 U.S. 438 (2002) (statutory language must be read in context of the overall statutory scheme)
United States v. Shaw, 309 U.S. 495 (1940) (courts must enforce statutes according to their terms)
United States v. City of Kan. City, Kan., 761 F.2d 605 (10th Cir. 1985) (district courts cannot avoid Claims Court exclusivity by framing money claims as equitable relief)
Coggeshall Dev. Corp. v. Diamond, 884 F.2d 1 (1st Cir. 1989) (federal courts cannot order specific performance by the United States)