Minimum Market Research: COFC Confirms that Agency Small Business Market Research was Reasonable

Here at SmallGovCon, we have often discussed the federal government’s small business “Rule of Two” and the basis it provides small business contractors for protesting an agency’s decision not to set aside a procurement for small businesses. One essential component of that rule is a requirement that agencies conduct market research when determining whether or not two or more responsible small businesses are likely to submit offers on the pending solicitation. That market research has always been a loosely-defined, broad concept, one which allows agencies a fair amount of discretion in how they go about assessing the number of potentially-responsible small businesses in a given industry. As a result, agencies have some leeway in how they conduct their market research. Unfortunately, this makes it difficult for contractors to assess what constitutes satisfactory market research—in other words, how can a small business determine whether the agency properly chose an unrestricted procurement?

A potential common-sense approach one might consider would be to look at examples of market research that have been found acceptable under judicial review before. That provides a baseline threshold, and if the agency you are assessing falls short, it might seem reasonable to think that the agency did not carry its burden—i.e., there might be a successful Rule of Two protest basis on hand. This approach was applied by the protester in a recent Court of Federal Claims decision, but as explained below, it was not a successful one. The Court essentially stated that, just because one agency had gone to specific lengths in the past to conduct its market research, this did not mean that other agencies were required to go to similar lengths in order to satisfy their market research requirements. Rather than establish a standard to adhere to, the original agency had instead gone above the minimum.

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SBA OHA: On Second Thought, Managing Venturer Must Still be in Charge of JV

A few months back, we discussed a case at SBA’s Office of Hearings and Appeals that took a closer look at the actions that a Non-Managing Venturer in a small business joint venture is permitted to have negative control over—that is, those actions which the Non-Managing Venturer’s disapproval can block from happening. It also addressed what happens when a joint venture agreement does not include all of the provisions that the SBA rules require for a mentor-protégé joint venture agreement under the SBA’s Mentor-Protégé Program to avoid affiliation. Following that decision, the matter was brought to the Court of Federal Claims. Below, we discuss Multimedia Environmental Compliance Group JV v. United States, 178 Fed. Cl. 129 (2025) which covers the COFC’s review of the OHA decision. 

That case reaffirmed that just having required control language in a JV isn’t enough, other provisions in the JVA cannot give inordinate control to the Non-Managing Venturer.

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Be Careful, FAR Updates Generally Not Retroactive, Says COFC

The United States Court of Federal Claims (COFC) produced another decision focused on SAM registration and related FAR updates. We previously discussed the changes to the FAR no longer requiring constant SAM registration to be awarded a contract. We have also blogged on a recent COFC decision regarding solicitation amendments based on the new FAR rule. But, what happens if the old FAR rule, such as one regarding SAM registration, is still in a solicitation and the agency does not amend the solicitation?

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Switcheroo – FAR Change Allows Agency to Amend Solicitation to Broaden Eligibility for Procurement 

This past November, we observed a change in the rules regarding SAM registration requirements for procurements. Prior to this rule change, both GAO and the Court of Federal Claims (COFC) had found that the FAR requires offerors to maintain SAM registration throughout the evaluation period for a procurement. With the rule change, FAR 52.204-7 (the regulation at issue) now only requires that an offeror be registered at the time of offer submission and at the time of contract award. A lapse in SAM registration in between those events, in other words, would not be fatal to an offeror’s proposal. Unfortunately for one company, this resulted in a COFC case that essentially reversed its victory at a prior COFC protest. Today, we’ll look at this second case and what happened.

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A Look at the Duty of Good Faith and Fair Dealing (Part II)

Recently, we looked at part of a Court of Federal Claims (COFC) decision regarding the duty of good faith and fair dealing. In that post, we observed how, unsurprisingly, the government’s insistence that a contractor carry out the express terms of a contract is not strong ground for a claim of breach of the duty of good faith and fair dealing. In this post, we’re going to continue our review of this case (with regards to the duty of good faith and fair dealing) and give more general thoughts on this duty. We’ll finish up with a third post that addresses the biggest issue in this case.

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A Look at the Duty of Good Faith and Fair Dealing (Part 1)

The duty of good faith and fair dealing in contract law is, admittedly, a bit poorly named. It does not require that a party act in bad faith to breach it. You do not need to act nefariously to run afoul of it. But then the question arises: What is it? How does one breach it? This was (among other things) a question explored in a recent Court of Federal Claims decision regarding an Small Business Innovative Research (SBIR) contract. We will look at that decision’s review of the duty of good faith and fair dealing here in a 2-part series.

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No Protesting Canceled Contracts, Says COFC

Often contractors will protest an award, then learn that the contract at issue was cancelled by the government due to corrective action. When that occurs, contractors of course feel as if their concerns were not resolved, or the protested other parties were let off the proverbial hook. The U.S. Court of Federal Claims recently explained that if that happens, there is no procurement left to protest, even if there are related research and development projects or actions continuing within the Government.

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