CGI Fed. Inc. v. FCi Fed., Inc.

CGI Fed. Inc. v. FCi Fed., Inc.

Opinion

 [*509]  [**185]   PRESENT: All the Justices

OPINION BY JUSTICE ELIZABETH A. McCLANAHAN

This appeal involves claims for fraudulent inducement, breach of contract, and unjust enrichment related to a teaming agreement entered between FCi Federal, Inc. ("FCi") and CGI Federal Inc. ("CGI") to obtain a federal government contract. The jury awarded CGI approximately $12 million in damages for the fraudulent inducement and breach of contract claims. After determining that the teaming agreement did not obligate FCi to extend a subcontract to CGI and that CGI did not prove fraud damages, the circuit court set aside the jury's verdict. The circuit court then granted FCi's motion for summary judgment on CGI's alternative claim for unjust enrichment. On appeal, CGI contends the circuit court erred in [***2]  setting aside the verdict and entering summary judgment for FCi on the unjust enrichment claim. Concluding there is no reversible error in the judgment of the circuit court, we affirm.

I. Facts & Proceedings

] When a circuit court grants a motion to set aside a verdict, we grant the party for whom the jury found the "benefit of all reasonable inferences that may be drawn from the evidence and of all substantial conflicts in the evidence." Stover v. Norfolk & Western Ry. Co., 249 Va. 192, 194, 455 S.E.2d 238, 239-40 (1995). We recite the facts in accord with these principles.

A. The Original Teaming Agreement

In 2012, the United States Department of State solicited bids for a visa processing contract ("visa contract" or "prime contract"). CGI, as a large contractor, was ineligible to bid because the State Department reserved the visa contract for small businesses. Although FCi, as a smaller contractor, was eligible to bid for the visa contract, it did not have the capabilities to perform the work alone. Unable to compete for the visa contract individually, FCi and CGI agreed to cooperate in submitting a proposal for the visa contract.  [*510]  To that end, the parties entered a teaming agreement on September 19, 2012 to prepare a proposal for the visa contract. The teaming agreement [***3]  set forth FCi's and CGI's rights and obligations in preparing the proposal.

Under the teaming agreement, FCi was required to submit a proposal as the prime contractor and include CGI as a subcontractor. By entering the teaming agreement with FCi, CGI was prohibited from assisting any other parties competing for the visa contract. CGI committed to furnish "personnel, information, and materials as necessary" and "to assist FCi . . . in developing and preparing sections of the prime proposal." CGI also promised to provide "cooperation as may reasonably be deemed necessary or desirable by FCi . . . to ensure the success of the" visa contract proposal. Under Section 2.0 of the teaming agreement, FCi "retain[ed] express and exclusive control over all prime proposal activities . . . as well as negotiation of any resulting prime contract."

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