Cyberlock Consulting, Inc. v. Information Experts, Inc.

939 F. Supp. 2d 572, 2013 WL 1395742, 2013 U.S. Dist. LEXIS 49092
CourtDistrict Court, E.D. Virginia
DecidedApril 3, 2013
DocketNo. 1:12cv396 (JCC/TCB)
StatusPublished
Cited by16 cases

This text of 939 F. Supp. 2d 572 (Cyberlock Consulting, Inc. v. Information Experts, Inc.) is published on Counsel Stack Legal Research, covering District Court, E.D. Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Cyberlock Consulting, Inc. v. Information Experts, Inc., 939 F. Supp. 2d 572, 2013 WL 1395742, 2013 U.S. Dist. LEXIS 49092 (E.D. Va. 2013).

Opinion

MEMORANDUM OPINION

JAMES C. CACHERIS, District Judge.

This matter is before the Court on Defendant Information Expert, Inc.’s (“Defendant” or “IE”) Motion for Summary Judgment [Dkt. 52], Plaintiff Cyberlock Consulting, Inc.’s (“Plaintiff’ or “Cyberlock”) Motion for Partial Summary Judgment [Dkt. 64], and IE’s Motion to Strike Alleged Facts and Evidence Supporting Plaintiffs Motion for Partial Summary Judgment (the “Motion to Strike”) • [Dkt. 107]. For the following reasons, the Court will grant IE’s Motion for Summary Judgment, deny Cyberlock’s Motion for Partial Summary Judgment, and grant IE’s Motion to Strike.

I. Background

This case arises out of Defendant IE’s alleged breach of a teaming agreement which it entered into with Plaintiff Cyberlock for the purpose of obtaining a contract award from the federal government.

A. Factual Background

Cyberlock provides, among other things, project management and cyber security services and solutions for the federal government. (Am. Compl. [Dkt. 17] ¶ 5.)

1. The First Teaming Agreement and First Subcontract

In the fall of 2008, Cyberlock entered into a teaming agreement (the “First Teaming Agreement”) with IE in order to work together to secure a prime contract from the United States Office of Personnel Management (“OPM”) and its Federal Investigative Services (“FIS”) division. (Def. MSJ Mem. ¶1-5 [Dkt. 53]; First Teaming Agreement, Def. Ex. A to Levin Deck [Dkt. 55-1].) The First Teaming Agreement specified that in IE’s proposal for the prime contract, IE would “identify the areas of endeavor, tasks, and responsibilities of [Cyberlock], as set forth in the attached Exhibit A, ‘Statement of Work.’ ” (First Teaming Agreement § 2.) This “Statement of Work,” a three page attachment, specifically covered provisions including the period of performance, place of performance, the requirement for key personnel, the format of the contract (Indefinite Term Indefinite Quantity), and project management requirements for the work that Cyberlock would be performing for IE. (Ex. A to First Teaming Agreement.) Another one of the attachments to the First Teaming Agreement, Exhibit D to that agreement, was the specific subcontract which the parties intended to enter into upon the award of the prime contract. Accordingly, Section 7 of the First Teaming Agreement stated that “[i]f, during the period of this Agreement, a prime contract is awarded to [IE] as a result of the proposal, [IE] will, within five (5) business days from the date of award of the Task Order by the Government to [IE], enter into the subcontract attached to this Agreement as Exhibit D with [Cyberlock], subject only to the limitations in Paragraph 8.” (First Teaming Agreement § 7 and Ex. D to First Teaming Agreement.) The First Teaming Agreement provided for a number of occurrences under which the agreement would terminate, none of which was the failure of the parties to successfully negotiate a subcontract. (See First Teaming Agreement § 16.)

[575]*575On November 6, 2008, OPM awarded IE the prime contract and that same day; IE and Cyberlock executed the subcontract which was attached .as Exhibit D to the First Teaming Agreement (the “First Subcontract”). (Def. MSJ Mem. ¶ 8.) Cyberlock completed its work on this project in September 2011. (Id. ¶ 11.)

2. The Second Teaming Agreement

Shortly thereafter, OPM revealed that it would be seeking bids for a new project involving similar work. In response, Cyberlock and IE entered into negotiations over a new teaming agreement (the “Second Teaming Agreement”), the teaming agreement at issue in this litigation. (Id. ¶ 16-19.) The parties executed the Second Teaming Agreement on October 4, 2011. (Id. ¶ 23; Second Teaming Agreement [Dkt. 55-1],) Pursuant to a merger or integration clause, the Second Teaming Agreement “constitute[d] the entire agreement of the parties hereto and supersedes all prior and contemporaneous representations, proposals, discussions, and communications, whether oral or in writing.” (Second Teaming Agreement § 10(c).) That clause also indicated that the Second Teaming Agreement “may be modified only in a written amendment signed by an authorized representative of the parties.” (Id.) The Agreement also provided that “[d]uring the term of this Agreement each party will bear the respective costs, risks, and liabilities incurred by it as a result of its activities and obligations” and that “[n]either party shall have any right to any reimbursement, payment, or compensation of any kind from the other party during the term of this Agreement for efforts related to this Agreement.” (Id. § 3(e).)

The Second Teaming Agreement stated that the agreement’s purpose was “to set forth the arrangement between [IE] and [Cyberlock] to obtain an [IE] prime contract” for OPM FIS “and to set forth the basis for a subcontract between [IE] and [Cyberlock],” and that “[u]pon Contract Award, [IE] will perform 51%.of the scope of work with [Cyberlock] performing 49%.” (Id. § 1, “Purpose of Teaming Award.”) Under the section titled “Responsibilities and -Performance,” the Second Teaming Agreement stated that each party would “exert reasonable efforts to obtain an [IE] prime contract for the Program and to negotiate a subcontract for the Program in accordance with Exhibit A.” (Id. § 4(a).) That section listed a number of pre-award responsibilities of the parties. (Id. § 4(a)-(h).) It also stated that “[i]n the event [IE] is awarded a prime contract for the Program, [IE] agrees -to execute a subcontracting agreement to provide [Cyberlock] 49% of the prime contract for the work anticipated to be performed by Subcontractor, as set forth , in Exhibit A.” (Id. § 4(i).) The section indicated that the “contemplated subcontract -will contain provisions passing down those terms and conditions of the prime contract which must be passed on to [Cyberlock] in order to comply with such prime contract, as well as those that are reasonably necessary for [IE] to perform the requirements of the prime contract.” (Id. § 4(j).) Exhibit A to the Second Teaming Agreement stated that this exhibit “sets out the anticipated Scope of Work and other pertinent information relative to [Cyberlock’s] role in the Program, as presently understood by the parties. In that regard, Subcontractor will perform 49% of the functions and scope of work as relayed by the Government in the prime contract awarded to [IE].” (Id., Ex. A.) Exhibit A, however, did not set out any further details about the work anticipated to be performed by Cyberlock. . In addition, unlike the First Teaming Agreement, the Second Teaming Agreement did not include as an exhibit the subcontract the parties intended to execute if IE was awarded the prime contract contemplated in the Second Teaming [576]*576Agreement. (Def. MSJ Mem. ¶ 30.) The Second Teaming Agreement reserved that the contemplated future subcontract “may be subject to the approval of the Client [OPM FIS] regardless of the provisions of this [Second Teaming] Agreement.” (Second Teaming Agreement § 4(k).) Relatedly, it indicated that IE had the responsibility to “exert reasonable efforts to obtain Client approval for the proposed Subcontractor for the Program.” (Id. § 4(b).)

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Ressa Construction, Inc. v. Jason Dillaman
Court of Appeals of Virginia, 2025
PW Limited Partnership v. Liem Nguyen
Court of Appeals of Virginia, 2025
Tae Soo Chong v. Jong S. Chong
Court of Appeals of Virginia, 2024
Koopman v. Shah
E.D. Virginia, 2021
Curtis Evans v. PlusOne Sports, LLC
686 F. App'x 198 (Fourth Circuit, 2017)
Navar, Inc. v. Federal Business Council
784 S.E.2d 296 (Supreme Court of Virginia, 2016)
Advance Telecom Process LLC v. DSFederal, Inc.
119 A.3d 175 (Court of Special Appeals of Maryland, 2015)
Knox Energy, LLC v. Gasco Drilling, Inc.
54 F. Supp. 3d 489 (W.D. Virginia, 2014)
Cyberlock Consulting, Inc. v. Information Experts, Inc.
549 F. App'x 211 (Fourth Circuit, 2014)

Cite This Page — Counsel Stack

Bluebook (online)
939 F. Supp. 2d 572, 2013 WL 1395742, 2013 U.S. Dist. LEXIS 49092, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cyberlock-consulting-inc-v-information-experts-inc-vaed-2013.