Finally, the Court upheld the first instance`s inclusion in a summary judgment in favour of the FCi on CGI`s unjustified enrichment action, in which CGI attempted to recover the costs it had incurred in preparing the proposal and all profits made by FCi in the work promised by CGI. The Court rejected CGI`s assertion on the grounds that the revised team agreement had created an explicit enforceable contract allowing the parties to establish the Department of Foreign Affairs` contract proposal. Thus, the revised team agreement included reciprocal obligations related to the preparation of proposals and the negotiation of a subcontract and contained provisions requiring the parties to bear their own delivery costs and preventing them from recovering the shortfall due to a breach of the revised team agreement. Accordingly, the Court held that CGI, a victim of fraudulent inducements, has the power to either terminate the contract or validate the contract and sue for damages. In this regard, the Court of Justice held that CGI had no right to recover its quasi-contract application because CGI appealed to the contract and non-compliance and therefore confirmed the amended team agreement and stated that it was prepared to be bound by its provisions expressly prohibiting the recovery of lost funds or costs incurred in preparing proposals. Conversely, the U.S. Court of Appeals for the Third Circuit, under Pennsylvania law, considered that a principal contractor was in good standing when it signed a contract with another supplier in violation of an exclusive team agreement and found that the reciprocal promises of the team agreement, including the agreement to cooperate exclusively in the development of a proposal, were sufficient for the drafting of the contract. “… The “compilation agreement” between the defendant and the plaintiff constituted an enforceable contract with sufficiently specific terms of execution, despite the absence of a definitive enforcement document proving the parties` agreement. ATACS Corp. v. Trans World Comm`n, Inc., 155 F.3d 659, 663 (3rd Cir. 1998).
March 25, 2015 CGI has filed an action against FCi for breach of FCi, extending a 41% outsourcing to CGI and 10 management positions for CGI employees, unjust enrichment (cited as an alternative to the breach of the breach) and fraudulent incentives in connection with the modification of the “Teaming” agreement under which CGI wished to recover the shortfall it was required to obtain under the subcontract. At the end of the investigation, FCi went on strike on the basis that the provisions of the team agreement are not applicable after the award and that CGI did not justify its damages on the fraudulent incentive claim. The court found that the provision of the team agreement, which requires the parties to enter into a subcontract within 90 days of the award of the contract, limited damages. The court also accepted FCi`s strike request in consultation, but referred the case to a jury. The jury awarded CGI US$11,998,000 for breach of contracts and fraudulent inducements. The decision of the US District Court for Eastern District of Virginia in Cyberlock Consulting, Inc. v. Info.
Experts, Inc., 939 F. Supp. 2d 572, 578 (E.D. 2013), aff`d, 549 Fed. I`m appx. 211 (4th cir. 2014) can provide some guidance for the development of a potentially enforceable team agreement. There, the District Court, which applied Virginia law, struck down a cooperation agreement as an unenforceable agreement, in which the Court concluded, under the whole agreement, that the parties did not express an intention to be bound by the agreement. To achieve this result, the Tribunal cited the various elements of the merger agreement (similar to those of the FCi/CGI-Teaming agreement) as evidence that the parties had considered that a formal sub-contract should be negotiated and executed and that the future transaction “could never be at issue”. See 939 F.