Finally, the General Court dismissed CGI`s alternative action on undue enrichment. Id. at 13-14. The court found that CGI could have chosen to cancel the amended team agreement due to the fraud, but upheld the contract and brought an action for damages. Id. at 14 years old. In Virginia, an applicant cannot make an unjustified effort to enrich himself if there is an explicit enforceable contract on the subject. Id. at 13 years old. Although there was no enforceable subcontracting agreement, the parties` mutual commitments to prepare the proposals and negotiate a sub-treaty in good faith were enforceable agreements covering the subject matter, so CGI could not seek unjustified enrichment.
15. Id.at. CGI Federal confirms that potential subcontractors should negotiate key subcontracts with the teaming agreement and minimize all terms of a subcontract. The teaming agreement amended by the CGI/FCi identified several subcontracting conditions and acknowledged that even the 41% share of work was not set in stone. CGI has not negotiated or negotiated more definitive terms or a remedy (for example. B lump sum damages) if CGI iBF was not subcontracted, CGI had to have confidence that a good faith negotiation after award would result in an acceptable subcontract. Once these negotiations failed and the dispute matured, CGI decided to validate the teaming agreement and look for the speculative shortfall as a means of fraud, rather than constructive trust that could have forced FCi to hide the fruits of a scam. As CGI Federal shows, these common terms can form an almost impenetrable network of barriers to successful outsourcing. Prior to this case, it was well established that an “agreement to be agreed upon” is not enforceable, at least under Virginia law, so there is no new ground. The court found that FCi had entered into a binding agreement to negotiate in good faith, but CGI did not assert any bad faith negotiations on FCi`s part.
While the jury found that FCi had misled CGI, CGI`s strategic decisions to confirm the amended team agreement and make lost profits for the fraud excluded CGI`s right to receive a cash prize for fraud or unwarranted enrichment. CGI sued FCi in fairfax County, Virginia, court and asserted three claims. Id.CGI alleged violation of the modified teaming agreement, because FCi never outsourced the 41% of work and ten management positions. For this right, CGI sought reimbursement of the indirect costs it would have received from this share of work. In paragraph 5, 7 (1) CGI argued in favour of an alternative right to undue enrichment in order to recover its costs related to the establishment of the offer and the withdrawal of FCi`s profits from the main contract. Id. at 6. CGI also claimed that FCi`s promise to promise participation in the work and ten management positions fraudulently led it to assist with the revised proposal in order to obtain the expected benefit of subcontracting. After a trial, a jury awarded CGI $3,465,000 in indirect costs for breach of contract and $8,533,000 in lost profits for fraudulent inducement, but the trial judge overturned both awards and issued a summary judgment for FCi on the wrongful enrichment action. In the case of 7-8 Claimants seeking damages in prime-sub-state public litigation often calculate losses to include lost profits to indirect cost pools as well as lost profits that would have generated the contractual revenues. See McGeehin & Johnson, Lost Profits Issues Unique to the Government Contracts Industry, in The Comprehensive Guide to Lost Profits Damages for Experts and Attorneys (4th edition 2016).
The CGI/FCi teaming agreements excluded the recovery of lost profits for infringement. CGI Federal, Slip op. cit. 3, 6.CGI and FCi worked together on the proposal for three months. Id. at 3. The government identified the weaknesses of the proposal and requested a revised proposal. Id. at 3-4.CGI agreed to assist FCi with the revised proposal if FCi committed to giving CGI a 41% share of work and ten leadership positions for the resulting project. .