TYR Tactical, LLC v. Protective Products Enterprise, et al
Filing
Opinion issued by court as to Appellant TYR Tactical, LLC. Decision: Affirmed. Opinion type: Non-Published. Opinion method: Per Curiam. The opinion is also available through the Court's Opinions page at this link http://www.ca11.uscourts.gov/opinions.
Case: 16-16747
Date Filed: 10/16/2017
Page: 1 of 6
[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT
________________________
No. 16-16747
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D.C. Docket No. 0:15-cv-61741-BB
TYR TACTICAL, LLC,
Plaintiff - Appellant,
versus
PROTECTIVE PRODUCTS ENTERPRISES, LLC,
POINT BLANK ENTERPRISES, INC.,
Defendants - Appellees.
________________________
Appeal from the United States District Court
for the Southern District of Florida
________________________
(October 16, 2017)
Case: 16-16747
Date Filed: 10/16/2017
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Before JULIE CARNES and JILL PRYOR, Circuit Judges, and CONWAY, *
District Judge.
PER CURIAM:
TYR Tactical, LLC (“TYR”) agreed to bid with Protective Products
Enterprises, LLC and Point Blank Enterprises, Inc., (collectively “Point Blank”) on
a large government contract for the design and production of tactical vests with
body armor for use by the United States military. TYR and Point Blank
memorialized their arrangement in a written Teaming Agreement (the
“Agreement”), provisions of which are at issue in this case. Ultimately, the
government did not award the parties a contract. TYR then sued Point Blank,
claiming that Point Blank had breached the Agreement by refusing to file a bid
protest and by contributing to another party’s design. Point Blank moved for
summary judgment, and the district court granted its motion. The district court
concluded, as a matter of law, that Point Blank had not breached the Agreement
and that even if Point Blank had breached the Agreement, TYR’s claims for lost
profits were barred by an exculpatory clause in the Agreement.
On appeal from the district court’s grant of summary judgment for Point
Blank, TYR argues that the district court erred in determining that: (1) Point Blank
did not breach the Agreement’s bid protest provision, (2) Point Blank did not
*
Honorable Anne C. Conway, United States District Judge for the Middle District of
Florida, sitting by designation.
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breach the Agreement’s exclusivity provision, (3) Point Blank did not breach the
Agreement’s best efforts provision, and (4) the Agreement’s limitation of liability
provision was enforceable and barred TYR from recovering lost profits with
respect to its claims for intentional and willful breach of contract. For the reasons
stated below, we affirm the district court.
We review de novo the district court’s grant of summary judgment,
construing the facts and all reasonable inferences therefrom in favor of the
nonmoving party. Urquilla-Diaz v. Kaplan Univ., 780 F.3d 1039, 1050 (11th Cir.
2015). We also review de novo the district court’s contract interpretation. Hegel v.
First Liberty Ins. Corp., 778 F.3d 1214, 1219 (11th Cir. 2015).
First, we conclude that Point Blank did not breach the Agreement’s bid
protest provision. This provision states:
In the event the Prime Contractor or the Subcontractor concludes that
a protest is in order, . . . the Prime Contractor shall be the protesting
party, supported as appropriate by the Subcontractor.1
Agreement § 5(d) (Doc. 65-1). 2 We do not read this language as requiring Point
Blank to file a protest upon TYR’s demand. Instead, we agree with the district
court that the plain language of the provision delineates the parties’ respective
roles in the event that a protest is filed, regardless of which party determines that a
1
Under the Agreement, Point Blank is the “Prime Contractor,” and TYR is the
“Subcontractor.”
2
All citations in the form “Doc. __” refer to the district court docket entries.
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protest is in order. After all, the provision does not state that Point Blank “shall”
file a protest; rather, it states that Point Blank “shall be the protesting party.”
Agreement § 5(d). See Key v. Allstate Ins. Co., 90 F.3d 1546, 1549 (11th Cir.
1996) (“Under Florida law, if the terms of a[] . . . contract are clear and
unambiguous, a court must interpret the contract in accordance with its plain
meaning . . . .”). 3
The placement of this provision in the section of the Agreement specifying
the Subcontractor’s responsibilities, as well as the broad authority given to Point
Blank to control the parties’ bid, reinforces our conclusion. As the district court
noted, TYR’s proposed reading of the bid protest provision would render
ineffective other provisions in the Agreement—for example, those giving Point
Blank absolute authority regarding submission of the proposal, negotiation with the
government, and termination of the Agreement. See, e.g., Agreement §§ 4(a), 4(b),
and 9(g); see Premier Ins. Co. v. Adams, 632 So. 2d 1054, 1057 (Fla. Dist. Ct.
App. 1994) (“[A]n interpretation which gives a reasonable meaning to all
provisions of a contract is preferred to one which leaves a part useless or
inexplicable.”). Accordingly, we conclude that Point Blank did not breach the
Agreement when it failed to file a bid protest despite TYR’s request.
3
The parties agree that Florida law controls our interpretation of the Agreement.
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Second, we agree with the district court that Point Blank did not breach the
exclusivity provision of the Agreement. This provision states:
Under this Agreement, each of the Parties shall be exclusively
restricted from individually or jointly with one or more third parties
entering into an agreement with or offering any other proposal to the
Government with respect to the Project.
Agreement § 1(c). Point Blank was thus prohibited from (1) entering into an
agreement with or (2) offering any other proposal to the government with respect
to the project at issue. Here, Point Blank did neither. We reject TYR’s argument
that the exclusivity provision was intended to prevent the parties from supplying
any other entity with products for use on competing designs because such an
interpretation is contrary to the plain language of the provision. Thus, we conclude
that Point Blank did not breach the Agreement when it supplied a third party who
in turn contributed to a competing design.
Third, the district court correctly determined that Point Blank did not breach
the best efforts provision of the Agreement. The best efforts provision states:
Prime Contractor shall use its best efforts after submission of the
Proposal to the Government to obtain the Contract.
Agreement § 4(b). TYR argues that this provision required Point Blank to file a
bid protest.4 But as the district court observed, such a broad reading is
4
On appeal, TYR also argues that Point Blank failed to use best efforts by supplying
materials for a competing design. TYR made only passing references to this theory before the
district court in its memorandum opposing summary judgment. The district court thus lacked an
adequate opportunity to address this argument, so we will not address it now. See Access Now,
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irreconcilable with other provisions in the Agreement giving Point Blank unilateral
control over the parties’ submission. See, e.g., Agreement §§ 4(a), 4(b), and 9(g);
see City of Homestead v. Johnson, 760 So. 2d 80, 84 (Fla. 2000) (“[W]e rely upon
the rule of construction requiring courts to read provisions of a contract
harmoniously in order to give effect to all portions thereof.”). Therefore, we
conclude that Point Blank did not breach the best efforts provision when it failed to
a file a bid protest despite TYR’s request.
Fourth, because we hold that Point Blank did not breach the Agreement, we
need not address whether the Agreement’s exculpatory clause bars TYR from
recovering lost profits on its claims.
For the reasons set forth above, we affirm the district court’s judgment.
AFFIRMED.
Inc. v. Southwest Airlines Co., 385 F.3d 1324, 1332-35 (11th Cir. 2004) (explaining that absent
exceptional circumstances, we will not consider arguments that are raised for the first time on
appeal).
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