Torncello v. United States

NICHOLS, Judge,

concurring in the result:

I concur in the result, but I think the court takes a needlessly circuitous route to a destination we all agree on. In getting there, it tosses off needlessly sweeping dicta.

As regards the doctrine of consideration, the court puts aside the other 11 items and regards the "requirements” clause for pest control if needed, as if it stood alone. I am not sure a provision for use of pest control services at the government’s sole election is unsupported by consideration if other contract undertakings are not similarly avoidable on the government side. Moreover, a termination of a contract for convenience is valid only in the absence of bad *52faith or a clear abuse of discretion. National Factors, Inc. v. United States, 204 Ct.Cl. 98, 492 F.2d 1383 (1974). Here we have a putative or "constructive” termination only, and the court will not suppose such a termination as exonerating defendant from all its commitments, if the act would be an abuse of discretion. If consideration is furnished, the court will not inquire into its adequacy. Mills v. United States, 187 Ct.Cl. 696, 410 F.2d 767 (1969).

As the termination cannot be postulated if it would be an abuse of discretion, I turn to what would constitute the abuse. We need not consider cases not before the court. Here the government stated it would evaluate; bids on all the items as an entirety and make the award only to one who had bid on all items. Having promised this, it would be estopped to eliminate from the award by termination any items just because, separately considered, they were at unfavorable prices, while retaining all those bid at favorable prices. The administration of the contract must be consistent with the rules used in evaluating the bids, to which the bidders conformed in bidding.