CBCA 6951

DENIED: November 16, 2021 CBCA 6951 VANGUARD BUSINESS SOLUTIONS, Appellant, v. DEPARTMENT OF STATE, Respondent. Neal Brickman, Judith Goldsborough, and Jason A. Stewart of The Law Offices of Neal Brickman, P.C., New York, NY, counsel for Appellant. Dennis Gallagher and Alexandra N. Wilson, Office of the Legal Adviser, Buildings and Acquisitions, Department of State, Washington, DC, counsel for Respondent. Before Board Judges VERGILIO, KULLBERG, and CHADWICK. CHADWICK, Board Judge. Vanguard Business Solutions (Vanguard) timely appealed a denial by a Department of State (State) contracting officer of a certified claim for damages under an alleged contract for aircraft charter services. We previously denied a motion by State to dismiss the appeal for lack of jurisdiction. State now seeks summary judgment, arguing principally that there was no contract. We grant the motion and deny the appeal. CBCA 6951 2 Background State shows by record evidence that the pertinent facts are not genuinely in dispute.1 The events at issue occurred within one week. On March 23, 2020, a State Department contracting officer at the United States Embassy in Islamabad, Pakistan, emailed to “Interested Offerors,” including Vanguard, a four-page invitation to offer by email “for the chartering of a passenger jet aircraft” to carry State employees and dependents from Islamabad and/or Karachi, Pakistan, to Washington, D.C., on approximately March 30, 2020. The attached statement of work stated in part, “The charter will make all required arrangements and permits [sic]” and “will assume and guarantee all flight-associated costs as part of their bid; the [Government] will not take responsibility for any flight-related costs.” On March 24, Vanguard submitted a response titled, “Rough Order of Magnitude for Pricing and Availability” with a “proposed total” of $1,183,201. Vanguard acknowledged and took no exception to the “ground rules” regarding permits and costs quoted above. In an email exchange on the same day with Vanguard’s owner and president, the State contracting officer—whose contracting warrant was limited to $250,000—wrote, “I have also reached out to our DC-based Transportation office; we can only issue this contract under a Government Bill of Lading (GBL).[2] I’m still working out the process but I do not see this as any impediment.” On March 25, the contracting officer emailed Vanguard, “I can say here we are done with other bids and we are going with yours. But you still need true [government] authority to back that up! The GBL was forwarded to Washington for their approval of funding.” (Paragraph break omitted.) Later that day, the contracting officer emailed Vanguard a letter stating in relevant part: We have reviewed the proposal and correspondence with you to clarify several issues. . . . [W]e have selected your proposal as the most valid and most in line with our scope of work and specifications. We are processing the administrative approvals that allow us to formally issue a contractual commitment. As always, this is subject to the availability of 1 The documents discussed are indexed “by date and content” in the appeal file per Board Rule 4(b)(6) (48 CFR 6101.4(b)(6) (2020)). 2 The regulations in effect defined a bill of lading as “a transportation document, used as a receipt of goods, as documentary evidence of title, for clearing customs, and generally used as a contract of carriage.” 48 CFR 47.001 (2019); see 41 CFR 102-117.25. CBCA 6951 3 funds appropriated annually by the Congress of the United States of America. We fully expect this to be completed no later than Friday, March 27, 2020. On March 26, the agency’s Under Secretary for Management approved funding for the charter flight to be arranged by Vanguard for $1,183,201, as offered. Upon being notified in Pakistan, the contracting officer sent Vanguard an email with the subject line, “Approval for Charter,” stating in part: “I am pleased to inform you that you have been awarded the contract to provide an aircraft charter on April 1, 2020 . . . . The Department of State Under Secretary for Management approved your proposal for USD 1,183,201.