Government’s motion to dismiss is granted. The protester filed a bid protest alleging that modifications made to its own IDIQ contract were intended to circumvent CICA’s open competition requirements. The court, however, found that the protester’s claims really involved matters of contract administration and thus should have been brought as claims under the CDA. Moreover, as an awardee of the contract at issue, the protester lacked standing to protest.
Background
Harmonia Holdings was the one of several holders of the Defense Logistics Agency’s J6 Enterprise Technology Services IDIQ contract. The contract had three different classes of awardees: unrestricted, small business, and 8(a) participants. Harmonia was a small business holder.
As it was preparing to exercise options under the contract, DLA advised that all small business holders had to recertify their small business status. If a small business no longer qualified as small, it would be required to form a teaming arrangement with other small business that held the IDIQ contract.
Harmonia filed a bid protest with the Court of Federal Claims. Essentially Harmonia contended that DLA’s recertification instructions were a new, material requirement that had been unlawfully added to the contract to circumvent CICA’s “full and open competition” requirements.
The government moved to dismiss for lack of jurisdiction, arguing that the Harmonia’s argument should have been brought under the court’s CDA jurisdiction, not as a bid protest.
Legal Analysis
- Harmonia’s Claims Broached a Matter of Contract Interpretation – The question in this case—whether the certification instructions impose new requirements—would require the court to interpret the contract and the correct means of its administration. This is a paradigmatic issue of contract interpretation, which does not fall under the court’s bid protest jurisdiction. Indeed, the case really involved a challenge to DLA’s exercise of an option, which is a matter of contract interpretation that can only be brought under the CDA.
- Cardinal Change Doctrine Does Not Apply – Harmonia alleged DLA made a “cardinal change” to the terms of the contract. The court may have bid protest jurisdiction when a protester alleges the agency has made changes to another party’s contract to avoid open competition. But that doctrine only applies when the protester is not already a party to the contract and is challenging some other party’s contract. It does not apply, as here, when the protester challenges changes to its own contract.
- Harmonia Lacked Standing to Protest – Even if the case had not involved a matter contract interpretation, Harmonia would lack standing. Harmonia was already an awardee of a contract. To have protest standing, an awardee must show that its claims relate to the underlying solicitation. Here, as an awardee Harmonia was no longer an actual or prospective bidder.
