A contractor that voluntarily provided online employment services to active duty Army personnel for over two years—hoping to eventually win a formal contract—filed a claim, contending it was entitled to payment for its service. The contractor argued it had an express oral contract, an implied-in-fact contract, or that Army officials ratified the arrangement. The ASBCA rejected all these theories, finding no meeting of the minds on essential terms, no contracting officer involvement, and no basis for quantum meruit recovery.
Futures, Inc., ASBCA No. 61566 (April 16, 2026)
• Background - Futures, Inc. developed software that matched military personnel with civilian employment opportunities. The Office of the Secretary of Defense-Reserve Affairs (OSD-RA) contracted with third parties (Hooah LLC, then TASA Information Technology) to operate the H2H.jobs website, with Futures as subcontractor serving reservists. Shortly after the contract award, the site was opened to all active duty soldiers without objection from Futures, which actively promoted widespread use. Army leadership wanted to award a contract directly to Futures for expanded active-duty services. But efforts to get a contract together from late 2012 through 2014 failed. Futures never submitted an invoice during this period but later filed a $24 million claim asserting that it had a contract with the government and seeking to payment for the services it provided. The Army contracting officer denied the claim. Futures appealed to the ASBCA.
• No Express Contract - Futures claimed an oral contract was formed on December 5, 2011, when senior Army officials announced the selection of H2H.jobs at a Pentagon summit. The ASBCA found that no express contract was ever created. Essential terms were never agreed upon—no price, no period of performance, no statement of work. Futures' own CEO admitted these terms were never finalized. Neither party behaved as if a contract existed: Futures never submitted an invoice for more than 2 years, and Army emails as late as March 2012 indicated not final contract had been formed. No one with contracting authority was present at any meetings where Futures claimed an agreement was reached. The Army's public endorsement of H2H.jobs and direction to use it as an "interim solution" did not constitute a binding contract.
• No Implied-in-Fact Contract - An implied-in-fact contract requires the same elements as an express contract—mutual intent, consideration, offer and acceptance, and actual authority—with only the nature of evidence differing. The ASBCA found Futures failed to prove any of these elements. The parties' conduct demonstrated they recognized no final agreement existed: both acknowledged a contract was needed but not yet finalized, Futures never invoiced the Army, and Army officials repeatedly expressed frustration that they couldn't get a contract awarded through proper channels. The November 2012 "white papers" proposing contract structure and the subsequent negotiations over terms proved the parties never reached agreement. Futures knew it had no contract with the Army and explicitly stated it would work "through standard contracting channels." The fundamental terms remained perpetually unresolved, precluding any meeting of the minds.
• No Ratification - Ratification allows a contract made by someone without authority to become authorized after-the-fact, but requires that a person with proper authority have full knowledge of all contract terms and demonstrate acceptance. Futures argued multiple contracting officers and high-ranking Army officials had constructive knowledge and ratified the alleged contract through silence. The ASBCA rejected this theory. No contracting officer ever recognized or accepted an unauthorized contract with Futures. Those aware of Futures' work believed it was either covered by the existing OSD-RA contracts or being provided voluntarily as a "proof of concept" to obtain future business. Silence cannot constitute ratification, and institutional ratification requires knowledge of actual contract terms, which no one possessed because no terms were ever finalized.
• No Quantum Meruit Recovery - Futures invoked "fundamental fairness" principles, arguing the government should pay for services it accepted and benefited from. The ASBCA explained it lacks jurisdiction over quantum meruit claims based on contracts implied-in-law. The narrow exception allowing quantum meruit recovery applies only when parties performed under an express contract later set aside as unlawful—not where no contract ever existed. Because the Board found no express or implied-in-fact contract in the first place, the exception permitting equitable recovery did not apply.
The contractor is represented by Jason P. Matechak of Impresa Legal Group. The government is represented by LTC Sean B. Zehtab and John C. Degnan, Trial Attorneys, and Dana J. Chase, Army Chief Trial Attorney.