Virginia Court Confirms “Agreements to Agree” in Teaming Agreements Are Generally Unenforceable

Guest Author: Kimberly Heifetz*, Counsel, Thompson Coburn LLP, writes: Teaming agreements (TA) are a standard part of many prime contractor/subcontractor relationships, but a recent decision should serve as a reminder that TAs are also a trap for the unwary.  In Cyberlock Consulting, Inc. v. Information Experts, Inc., — F. Supp.2d –, 2013 WL 1395742 (E.D. Va., April 3, 2013), a federal district court held that a TA’s terms regarding the parties’ “agreement to agree” to future “good faith” negotiations of a subcontract, did not constitute an enforceable contract.  Teammates’ pre-award agreements to negotiate subcontracts after the prime contract is awarded are very common, but the Cyberlock decision reinforces the dangers of such provisions when the prime and sub subsequently reach an impasse in their subcontract … Continue reading