The protester misstated its name in a size protest. OHA dismissed the appeal of the protest for lack of standing, finding that the entity in the caption of the size protest did not exist and thus lacked standing to appeal. Indeed, OHA reasoned, because the party named on the protest didn’t exist, it lacked standing to correct the appeal to add the real-party-in-interest. The court found OHA’s reasoning lacked common sense, elevating form over substance. The question was not whether a non-existent entity could file a size appeal, but rather whether the real-party-in-interest could correct a clerical error in its appeal. There was in fact, an existing entity that had submitted a proposal and filed a size protest. That entity had made a mistake in the caption of its size protest. The mistake did not create a jurisdictional defect.
Focus Revision Partners v. United States, COFC No. 22-657C
Background
FEMA issued a solicitation seeking architect and engineering services. The procurement was set aside for small businesses. After reviewing offers, FEMA awarded the contract to NWI&T Atkins SB JV, LLC.
An unsuccessful offeror, Federal Revision Partners, filed a size protest. The protest, however, contained a clerical error. It indicated that the protester was “Federal Revision Partners JV, LLC” instead of just “Federal Revision Partners.” But the contracting officer treated it as if it was a protest from FRP and forwarded it to the SBA.
The SBA denied the protest, finding that NWI&T was small. FRP then filed an appeal with SBA’s Office of Hearing and Appeals. NWI&T moved to dismiss the appeal, alleging that Focus Revisions Partners JV, LLC lacked standing to appeal because it was not the entity that submitted a proposal. OHA granted the motion, finding that Federal Revision Partners, JV, LLV did not exist and thus lacked standing. OHA also determined that because Federal Revision Partners JV, LLC lacked standing to appeal, it also lacked standing to amend its appeal to add the real party in interest.
FRP filed suit with the Court of Federal Claims, alleging the OHA decision lacked a rational basis.
Analysis
OHA Should’ve Allowed FRP to Correct Its Pleadings
There was no dispute that FRP had an active SAM registration. Also, it did not appear the contracting officer was confused or misled by FRP’s SAM registration. The issue was that FRP had made a mistake in stating its name on the size appeal. As a result of this mistake, OHA had concluded that the entity that filed the size protest did not have standing to protest, lacked standing to appeal, and didn’t even have standing to amend its appeal to add the real party in interest.
The court found that OHA’s reasoning was “anything but logical.” The question was not whether a non-existent entity could file a size protest—but rather whether the real- party-in-interest to a protest could correct a clerical error in the caption to reflect its actual name. OHA had effectively found that if a party’s name is wrong, they forever lack standing to correct it. But the court opined that this could not be the case. FRP was not a figment of the imagination. Just because the company messed up its name in a pleading did not mean there was no real-party-in-interest. The court reasoned that endorsing OHA’s decision would defy common sense, glorify a semantic distinction, and promote form over substance.
Indeed, the court reasoned that under SBA’s procedural regulations, OHA clearly had discretion to grant a motion to amend to fix the caption. Nothing in SBA’s regulations preclud a name correction to reflect the real-party-in-interest. OHA’s refusal to allow an amendment denied FRP a decision on the merits of its appeal. As the court reasoned, the purpose of procedural rules is to help, not hinder, a party who has a legal right to bring their problems to court. In fact, federal courts have long permitted parties to fix misnomers under various federal rules.
New York Corporate Registration
The government and NWI&T argued that FRP was registered as a corporation in New York, so FRP, which was a joint venture partnership, could not have been the entity that responded to the solicitation.
The court, however, found the New York registration irrelevant. As an initial matter, the fact that the partnership was recognized as a corporation in New York was not disqualifying. Under New York law, a joint venture is an informal partnership that may conduct business as a corporate entity. In any event, New York’s treatment of a corporate entity had nothing to do with the issue here. The existence of the corporate registration in New York did not make FRP’s SAM registration defective or render FRP an ineligible offer. Regardless of how FRP was registered in New York, FEMA had not been confused about which entity had submitted an offer and filed a protest.
FRP is represented by Matthew T. Schoonover, Matthew P. Moriarty, John M. Mattox II, and Ian P. Patterson of Schoolver & Moriarty LLC. The intervenor, NWI&T, is represented byJoshua A. Mullen and Julius Bodie of Womble Bond Dickinson (US) LLP. The government is represented by Matthew P. Roche, Brian M. Boynton, Patricia M. McCarthy, and Steven J. Gillingham of the Department of Justice.
–Case summary by Craig LaChance, Senior Editor
