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FAR Fetched posted a topic in Subcontracts & Subcontract ManagementI know a lot of posters here work on the Government 'side' but thought it was worth discussing. I've been spending a lot of time reviewing our Teaming Agreement process because of this case. This a few months old but after doing a few searches, I didn't see it discussed here (which I thought was odd). Two government contractors entered into a Teaming Agreement for the purpose of working together towards securing a prime contract from the Federal government. The companies, Information Experts, Inc. (“IE”) and Cyberlock Consulting, Inc. (“Cyberlock”), successfully put forward a persuasive bid, and the government awarded the prime contract to IE. Despite the Teaming Agreement, IE refused to use Cyberlock as its subcontractor and went on to perform the contract without it. Not surprisingly, Cyberlock sued IE for breach. The U.S. District Court for the Eastern District of Virginia determined, however, that IE did not breach the Teaming Agreement because it was not enforceable. Some key points from the case doc: ..."Upon reconsideration of the well-established Virginia legal principles regarding contract interpretation discussed above, and reading the Second Teaming Agreement as a whole instrument, the Court finds that the post-prime contract award obligations in the Second Teaming Agreement are unambiguous and constitute an unenforceable agreement to agree. In Virginia, any "writing in which the terms of a future transaction or later, more formal agreement are set out is presumed to be an agreement to agree rather than a binding contract." Virginia Power, 2012 WL 2905110, at *4. Indeed, calling an agreement something other than a contract or subcontract, such as a teaming agreement or letter of intent, implies "that the parties intended it to be a nonbinding expression in contemplation of a future contract." Id.Moreover, even if the parties are "fully agreed on the terms of their contract," "the circumstance that the parties do intend a formal contract to be drawn up is strong evidence to show that they did not intend the previous negotiations to amount to an agreement" which is binding. Boisseau, 30 S.E. at 457."... More: ...The Court finds, however, that the agreement read as a whole indicates that this particular language was not meant to provide a binding obligation but rather to set forth a contractual objective and agreed framework for the "negotiate[ion] [of] a subcontract in the future along certain established terms." Beazer, 235 F. Supp. 2d at 492. ... Here's the case http://scholar.google.com/scholar_case?q=Cyberlock+Consulting,+Inc.+v.+Information+Experts,+Inc.&hl=en&as_sdt=2,47&as_vis=1&case=7857103033436991211&scilh=0