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FILED
IN THE UNITED STATES COURT OF FEDERAL CLAIM	JUN 8 2010
LIS COURT OF FEDERAL CLAIMS
FREEDOM SCIENTIFIC, INC.,	)	1 -355 C		
)	No.		
Plaintiff,	)			
)			
v.	)			
)			
UNITED STATES OF AMERICA,	)			
)			
Defendant.	)			
	)			
	(Judge	)		
COMPLAINT 
Plaintiff, Freedom Scientific, Inc. (Freedom Scientific), states as follows as and for its Complaint against Defendant, the United States of America.
INTRODUCTION
1.	This is a Tucker Act action for breach of an express or implied-in-fact contract by
the Department of Veterans Affairs {the VA) to pay Freedom Scientific's protest costs and attorneys' fees in connection with a U.S. Government Accountability Office (GAO) bid protest in which the VA took corrective action. In order to obtain the dismissal of Freedom Scientific's GAO bid protest following its agreement to take corrective action, the VA expressly promised Freedom Scientific that it would pay Freedom Scientific's protest costs and attorneys fees incurred in the protest. Under applicable law, the VA had the requisite authority to pay such costs and attorneys fees, and, in consideration of the VA's promise to pay, Freedom Scientific withdrew its objections to the dismissal of the protest. After the GAO bid protest was dismissed, however, the VA failed and refused to pay Freedom Scientific's attorneys' fees in breach of its
)
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Case 1:10-cv-00355-NBF Document 1 Filed 06/08/10 Page 2 of 6
contractual obligations to do so. Accordingly, Freedom Scientific now seeks redress in this Court.
THE PARTIES
2.	Plaintiff, Freedom Scientific, is a Florida corporation with its principal place of
business in St. Petersburg, Florida. It is a supplier to the VA and routinely competes for VA contracts.
3.	The Defendant is the United States of America, acting by and through the
Department of Veterans Affairs.
JURISDICTION 
4.	This Court has jurisdiction over this action pursuant to the Tucker Act, 28 U.S.C.
§ 1491(a). This Complaint alleges that the United States breached an express or implied-in-fact contract to pay Freedom Scientific's protest costs and attorneys' tees in consideration of Freedom Scientific's agreement to withdraw its objections to the dismissal of the GAO protest. Additional facts establishing the jurisdiction of this Court are alleged throughout the Complaint.
ALLEGATIONS OF FACTS
5.	On March 6. 2009, the VA purported to award a contract for the supply of Closed
Circuit Electronic Magnification Devices (CCTVs) to Enhanced Visions Systems, Inc., a competitor of Freedom Scientific. Pursuant to 31 U.S.C. §§ 3553 et seq., Freedom Scientific protested the award to the GAO on the basis that the VA awarded the contract before the closing date set for final proposal revisions.
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6.	Despite the clear factual and legal merit of Freedom Scientific's protest, the VA
nevertheless contested the protest, and, in consequence thereof, Freedom Scientific had to incur substantial costs and attorneys' fees in connection with the GAO bid protest.
7.	In early June 2009, the GAO conducted an "outcome prediction" alternative
dispute resolution (ADR) conference, during which the GAO advised that it would sustain Freedom Scientific's protest if it issued a written decision.
8.	Following the ADR conference, the VA notified the GAO that it would take
corrective action by re-opening discussions, and it requested the GAO to dismiss the protest. Freedom Scientific objected to the dismissal on the basis that the VA's proposed corrective action did not include an agreement to pay Freedom Scientific's protest costs and attorneys' fees.
9.	After Freedom Scientific, by counsel, notified the VA of its objection to the dismissal, the VA, by counsel agreed to pay Freedom Scientific's protest costs and attorneys' fees in consideration of Freedom Scientific's agreement to remove its objection to the dismissal of the protest. The VA had the authority to agree to pay protest costs and attorneys' fees pursuant to 31 U.S.C. § 3554(c). Upon information and belief, VA counsel acted upon the direction and with the knowledge and authorization of the VA contracting officer with responsibility for the procurement. The VA contracting officer also ratified the agreement by accepting the benefit of the bargain between the VA and Freedom Scientific. VA counsel otherwise had implied or express actual authority to agree to pay Freedom Scientific's protest costs and attorneys' fees and to bind the United States to an express or implied-in-fact contract.
10.	The VA induced Freedom Scientific to remove its objection to the dismissal of
the protest by promising to pay Freedom Scientific's protest costs and attorneys' fees. Acting in
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detrimental reliance upon the VA's agreement to pay its protest costs and attorneys' fees. Freedom Scientific agreed to withdraw its objections to the dismissal of the GAO protest.
11.	The VA's agreement to pay Freedom Scientific's protest costs in consideration of Freedom Scientific's agreement to the dismissal of the protest constituted a valid and binding express contract enforceable against the United States.
12.	In the alternative, the VA's agreement to pay Freedom Scientific's protest costs in
consideration of Freedom Scientific's agreement to the dismissal of the protest constituted a valid and binding implied-in-fact contract enforceable against the United States.
13.	Based on the proposed corrective action, including the VA's agreement to
reimburse Freedom Scientific's protest costs and attorneys' fees, the GAO dismissed the protest as academic on June 11, 2009. The GAO's decision dismissing the protest expressly memorialized the VA's agreement to reimburse Freedom Scientific's protest costs and attorneys' fees, stating: "VA also will reimburse the protester the costs of filing and pursuing its protest, including reasonable attorneys' fees."
14.	The VA did not condition its agreement to pay protest costs and attorneys' fees on
Freedom Scientific's submission of a claim by any certain date. The GAO decision dismissing the protest also did not set forth any time limits by which Freedom Scientific had to submit a claim to the VA for reimbursement of its protest costs and attorneys' fees.
15.	On September 17, 2009, Freedom Scientific submitted to the VA its claim for
protest costs and attorneys' fees in the amount of $36,503.18. On November 3. 2009. the VA notified Freedom Scientific that it did not intend to pay Freedom Scientific's protest costs and attorneys' fees because the claim had not been submitted within 60 days of the June 11, 2009
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GAO dismissal decision. To date, the VA has failed and refused to pay Freedom Scientific's protest costs and attorneys' fees.
16.	The VA's refusal to pay Freedom Scientific's protest costs and attorneys' fees was
wrongful and in breach of the VA's contract to reimburse Freedom Scientific's protest costs and attorneys' fees. It was contrary to the VA's express promises to pay those costs and fees made in consideration of Freedom Scientific's agreement to the dismissal of its protest.
17.	Freedom Scientific has been damaged by the VA's failure to pay Freedom
Scientific's protest costs and attorneys' fees in breach of contract in that it has suffered damages of $36,503.18.
PRAYER FOR RELIEF
WHEREFORE, Plaintiff Freedom Scientific prays for judgment and requests that the
Court:
1.	Declare that the VA breached its express contract to pay Freedom Scientific's
protest costs and attorneys' fees incurred in connection with the GAO bid protest;
2.	In the alternative, declare that the VA breached its implied-in-fact contract to pay Freedom Scientific's protest costs and attorneys' fees incurred in connection with the GAO bid protest;
3.	Enter judgment in favor of Freedom Scientific in the amount of $36,503.18,
together with interest as allowed under applicable law;
4.	Award Freedom Scientific its costs and attorneys' fees in connection with this
action as allowable under applicable law; and
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5.	Grant such other and further relief as this Court may deem just and proper.
Dated: June 8, 2010	Respectfully submitted,
tr!-1-	r)el
Claude P. Goddard, Jr.
MISCH BLACKWELL SANDERS LLP 750 17th Street, NW
Suite 1000
Washington, DC 20006
(202) 378-2353
Fax: (202) 378-2319
Counsel for Freedom Scientific, Inc.
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