Background
Advance Cita, a Puerto Rico transportation company, provided rides for veterans attending appointments through the VA Caribbean Healthcare System’s Veterans Transportation Program. In January 2025, the VA sent Advance Cita a Vendor Agreement setting procedures and business rules for transportation requests, along with rate agreements for common-carrier and wheelchair-van rides. Advance Cita’s chief executive signed the documents.
In July 2025, the VA immediately terminated the company’s services for alleged misconduct and noncompliance. Advance Cita challenged the termination and later submitted an official claim, but the VA had not responded when it filed suit. The company sought reinstatement and damages under the Contract Disputes Act, while acknowledging that all outstanding payments had been paid.
The Court’s Holding
Judge Philip S. Hadji held that the court had Tucker Act jurisdiction because Advance Cita alleged an express contract with the government. But the company failed to state a claim because the Vendor Agreement was not itself a binding government contract.
The agreement did not show a definite offer and acceptance or mutual consideration. Advance Cita signed only to acknowledge receipt, and neither side was obligated to issue or accept transportation requests. Instead, the Vendor Agreement and rate agreements operated as a basic ordering agreement: they established procedures and prices for future orders, while binding obligations arose only when an individual ride request was issued and accepted. Because no unpaid or outstanding orders remained, the court found no enforceable obligation. The alleged implied-in-fact contract likewise failed.
Key Takeaways
- An allegation of a government contract can establish Tucker Act jurisdiction even if the alleged contract ultimately proves unenforceable.
- A vendor agreement that sets future-order procedures and rates, without requiring either party to order or perform, may be a noncontractual basic ordering agreement.
- Completed and fully paid individual orders do not support relief for reinstatement or damages absent another enforceable contractual obligation.
Why It Matters
The decision distinguishes jurisdiction from the merits in government-contract cases: alleging a contract gets a claimant into the Court of Federal Claims, but the pleadings must still establish the elements of an enforceable agreement.
Vendors working under open-ended government program arrangements should identify the specific accepted orders or other binding commitments at issue, rather than relying solely on a framework document governing future work.