Appeal of Futures, Inc.

Summary

The Armed Services Board of Contract Appeals considers Futures, Inc.’s claim for payment for services it voluntarily provided in connection with a military employment website while seeking a direct Army contract. The Board finds that no contract was awarded to Futures, Inc., that the company understood it had no Army contract, and that its theories did not establish entitlement to payment.

Holdings

1. No express contract was formed because the parties never agreed upon sufficiently definite essential terms, including price, duration, scope, and other performance details, and no government representative with authority to bind the Army entered the alleged agreement.
2. No implied-in-fact contract existed because Futures failed to prove mutual intent, consideration, an unambiguous offer and acceptance, a meeting of the minds, or actual authority to bind the government.
3. The Army did not ratify any alleged contractual commitment, either through a contracting officer or institutionally.
4. Futures could not recover in quantum meruit because the Board lacked jurisdiction over contracts implied-in-law and the exception permitting recovery for an unlawful contract did not apply where no express contract ever existed.
5. Futures’ unilateral-mistake theory did not provide a basis for payment because the cited authority concerned a different situation and did not create contractual rights where no contract existed.

Questions Presented

1. Whether the Army and Futures formed an express contract for Futures to provide H2H.jobs services to the active-duty Army.
2. Whether the parties formed an implied-in-fact government contract.
3. Whether government officials or the Army institutionally ratified any unauthorized contractual commitment.
4. Whether Futures could recover in quantum meruit or under a fundamental-fairness theory despite the absence of an express contract.
5. Whether a unilateral-mistake theory entitled Futures to payment.

Disposition

other