Orion Technical Resources, LLC v. Los Alamos National Security, LLC
287 P.3d 967
N.M. Ct. App.2012Background
- LANS issued a 2007 RFP for a private subcontract; Orion and COMPA were finalists and bid, with COMPA ultimately awarded the contract.
- Orion alleged an implied-in-fact contract arose from LANS’s bid solicitation process, requiring fair consideration per RFP and Source Selection Plan.
- The district court dismissed Orion’s implied-contract claim as a matter of law and denied injunctive relief; Orion appealed.
- Orion’s complaint asserted that LANS violated customary procurement practices by not adhering to the RFP, Source Selection Plan, and established bidding norms.
- LANS argued there is no implied-in-fact contract in private procurements and that injunctive relief is never available to disappointed bidders.
- The court of appeals held that an implied-in-fact contract may exist in private procurement, that injunctive relief can be available under some facts, and that expectancy damages may be recoverable, not just reliance damages.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a private bidder can have an implied-in-fact contract with the bid solicitor | Orion contends Planning & Design allows such implied contracts in private bids | LANS argues implied-in-fact contracts arise only in public procurements | Yes, can exist in private procurement |
| Whether injunctive relief can ever be available to a disappointed bidder | Orion seeks permanent injunctive relief to prevent contract performance | District court ruled injunctive relief never available in private bids | Injunctive relief may be available under some circumstances but not here |
| What damages are available to a disappointed bidder | Orion is entitled to expectancy damages if the contract would have been awarded | Recovery limited to reliance damages (bidding costs) | Remedies may include expectancy damages, not limited to reliance damages |
Key Cases Cited
- Planning & Design Solutions v. City of Santa Fe, 118 N.M. 707, 885 P.2d 628 (1994) (held public bid implied promise to follow statutory criteria; not controlling private bids but supports implied commitments from bid solicitations)
- New England Insulation Co. v. General Dynamics Corp., 522 N.E.2d 997 (Mass. App. Ct. 1988) (private bid representations can create binding obligations when reasonably relied upon)
- King v. Alaska State Housing Authority, 633 P.2d 256 (Alaska 1981) (public/private bid duties differ; implied fair consideration may exist in government bids)
- Hoon v. Pate Construction Co., 607 So. 2d 423 (Fla. Dist. Ct. App. 1992) (private bidders’ right to reject bids; specific bid reservation can foreclose implied contract)
- Beggs v. City of Portales, 146 N.M. 372, 210 P.3d 798 (2009) (recognizes implied-in-fact contract across contexts; totality of circumstances determines existence)
- Sanchez v. Martinez, 99 N.M. 66, 653 P.2d 897 (Ct. App. 1982) (implicates implied-in-fact contracts based on course of conduct and representations)
- Kestenbaum v. Pennzoil Co., 108 N.M. 20, 766 P.2d 280 (1988) (defines implied-in-fact contract based on mutual assent from conduct)
- Ruegsegger v. Bd. of Regents of Western New Mexico Univ., 2007-NMCA-030, 141 N.M. 306, 154 P.3d 681 (2007) (assesses implied contracts in varying contexts; totality of circumstances)
- West v. Washington Tru Solutions, LLC, 147 N.M. 424, 224 P.3d 651 (2010) (recognizes implied contracts and remedies in non-public contexts)