Tripro Consulting, LLC v. CACI, Inc. - Federal
6:23-cv-00568
| M.D. Fla. | Jul 3, 2025Background
- Tripro Consulting, LLC (Plaintiff) was subcontracted by CACI, Inc. – Federal (Defendant) to provide cybersecurity services for a government contract requiring high-level security clearances.
- The contract allowed for termination for convenience if it served the Government’s or Defendant’s best interests, and if certain security conditions were not met.
- The Government informed Defendant that Brian McElroy, Tripro’s managing member and key security personnel, had lost the required security clearance, affecting both his and Tripro’s eligibility.
- Based on information from the Government's security officer, Defendant terminated the subcontract, notifying Plaintiff that the termination was due to loss of required clearance.
- Tripro alleged breach, claiming its clearance remained active, and objected to the process of notice and the asserted justification for termination.
- After a bench trial, the court weighed evidence regarding the contract terms, the security clearance status, and the reasonableness of Defendant’s reliance on the Government’s representation.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether termination for convenience was proper | Termination was based on error; clearance not lapsed | Properly relied on customer (Gov't) direction on clearance | Termination for convenience was proper |
| Whether Defendant breached contract by not independently verifying clearances | Defendant should have independently confirmed clearances | Defendant reasonably relied on Gov't security officer | No duty to independently verify; reliance reasonable |
| Whether contract notice requirements were breached | Termination notice not by named representative | New representative had succeeded; notice provision not specific | No breach—notice sent by appropriate party |
| Whether termination was in Government's best interest | Critical skill set needed, making termination improper | Security clearance loss required termination | Security interest outweighed skill concerns |
Key Cases Cited
- Navar, Inc. v. Fed. Bus. Council, 784 S.E.2d 296 (Va. 2016) (recites Virginia law standard for breach of contract)
- Marriott Corp. v. Combined Props. Ltd. P’ship, 391 S.E.2d 313 (Va. 1990) (plain language of contract controls unambiguous terms)
- Horton v. Horton, 487 S.E.2d 200 (Va. 1997) (material breach defined under Virginia law)
- Culpeper Reg’l Hosp. v. Jones, 767 S.E.2d 236 (Va. Ct. App. 2015) (discusses enforcement of hard bargains in contracts)
- W.C. English, Inc. v. Commonwealth, Dep’t of Transp., 420 S.E.2d 252 (Va. Ct. App. 1992) (termination for conditions beyond control permissible)
- Bolton v. McKinney, 855 S.E.2d 853 (Va. 2021) (parties’ intention is gleaned from contract’s plain expression)