## Facts

- The U.S. Forest Service issued a Request for Quotations (RFQ) for firefighting “engine tender” equipment and services.
- Ridge Runner Forestry, a private fire-protection company, responded and signed “Pacific Northwest Interagency Engine Tender Agreements” for multiple years (1996–1999), each incorporating the RFQ.
- The RFQ stated that award of an agreement did not preclude the government from using other sources and did not guarantee any need for the equipment or that orders would be placed.
- The RFQ also stated that, upon a government request, the contractor would furnish the equipment only “to the extent the contractor is willing and able at the time of order.”
- Ridge Runner submitted a $180,000 claim alleging the Forest Service breached an implied duty of good faith and fair dealing by systematically excluding it from work.
- The contracting officer stated she lacked authority to decide the claim; Ridge Runner appealed to the Department of Agriculture Board of Contract Appeals (Board) under the Contract Disputes Act (CDA).
- The Board dismissed for lack of jurisdiction, concluding no contract existed under the CDA; Ridge Runner appealed to the Federal Circuit.

## Issues

1. Whether the RFQ and engine-tender agreements formed an enforceable contract with consideration and mutuality of obligation.
2. If no enforceable contract existed, whether the Board lacked jurisdiction under the Contract Disputes Act to adjudicate Ridge Runner’s claim.

## Decision

- The Federal Circuit affirmed the Board’s dismissal for lack of jurisdiction.
- The court held that no contract was formed because both sides made illusory promises lacking mutuality of obligation and consideration.
- Because the existence of a contract is a jurisdictional prerequisite under the CDA, the Board properly dismissed.
- Ridge Runner’s implied duty of good faith and fair dealing theory failed absent a valid underlying contract.

## Legal Principles

- A valid enforceable contract requires consideration (mutuality of obligation) and sufficient definiteness to determine breach and remedy.
- A promise is illusory, and provides no consideration, when the promisor reserves complete discretion whether to perform.
- An arrangement where the government disclaims any obligation to order work and the contractor may refuse performance at will does not create an enforceable contract.
- The CDA applies only to claims “relating to” an express or implied contract with an executive agency; without a contract, boards of contract appeals lack jurisdiction.
- The implied duty of good faith and fair dealing arises from, and depends on, an enforceable contract.

## Conclusion

The Federal Circuit concluded that the engine-tender agreements were nonbinding because the government promised no work and the contractor promised performance only if it chose, defeating consideration and mutuality; without a contract, the CDA did not confer jurisdiction and the Board’s dismissal was affirmed.


Ridge Runner Forestry v. Veneman, 287 F.3d 1058 (Fed. Cir. 2002)