There’s No Exclusive Interpretation of “Exclusive”: COFC Rejects Protester’s Interpretation of an “Exclusive” Supply Agreement

The protester alleged the awardees’ proposals contained material misrepresentations regarding an exclusive supply agreement. The alleged misrepresentations hinged on the meaning of “exclusive.” The COFC, however, found the protester was interpreting “exclusive” too narrowly.

Repeat Consultants International, LLC v. United States, Fed. Cl., No. 24-619

• Material Misrepresentations – The protester alleged the two awardees made misrepresentations in their proposals. The awardees each submitted letters of commitment from refineries that referenced an “exclusive supply agreement.” The protester argued the two offerors could not have exclusive supply relationships with the same refineries, covering the same fuel, and under the same contract line items of the same solicitation. The protester cited definitions of “exclusive” from Black’s Law Dictionary, but the court rejected the argument. The parties’ actions indicated they had not interpreted “exclusive” as narrowly as the protester.
• Technical Deficiency – The protester claimed the agency could not have found the awardees’ proposals technically acceptable because of the purported false statements. But the court had found no material misrepresentation, so the agency’s technical evaluation was reasonable.
• Price Realism – The protester argued the agency could not assess price realism by comparing vendors’ prices and assuming they were realistic because they were relatively close to the next lowest price. The court found the methodology reasonable considering one of the compared prices was the protester’s. This protester could not claim the awardees’ prices were unreasonably low while its own relatively similar price was realistic.
• Responsibility Determination – The protester argued the agency failed to make an affirmative determination of responsibility and failed to consider awardees’ responsibility under relevant FAR provisions. The court determined that the agency made an affirmative finding of responsibility and addressed the relevant FAR regulations.

— Case summary by Joshua Lim, Assistant Editor