Standard team agreements generally provide for reciprocity of commitments. For example, each party could be biased against the other: under Virginia law, in order to obtain a commitment to award or accept a subcontract, “there must be mutual consent of the contracting parties on reasonably safe terms in the present circumstances.” Allen v. Aetna Cas. On. Co., 281 S.E.2d 818, 820 (Va. 1981). However, “the agreements that will be concluded in the future” remain “too vague and too indeterminate to be implemented.” W.J. Schafer Assocs., Inc. v. Cordant, Inc., 493 S.E.2d 514, 515 (Va. 1997). In deciding between these two classifications, the Virginia courts will as to whether the equipment agreement contains the essential conditions necessary for a sub-contract and whether the conduct of the parties and the circumstances of the parties attest to the intention to participate in a sub-contract. See High Knob v.
Allen, 138 S.E.2d 49, 52-53 (Va. 1964). Under the essential conditions of a service contract, the Virginia courts consider that “an agreement on services must be secure and unequivocal as to the nature and extent of the service to be provided, the place and the person to whom it is to be provided, as well as the compensation to be paid and the compensation not paid.” Mullins v. Mingo Lime – Lumber Co., 10 S.E.2d 492, 494 (Va. 1940). In other words, the Virginia courts have analyzed, as part of a team agreement, the terms of the parties to see if they describe: (1) the nature and extent of the work to be done; (2) the compensation to be paid; (3) the place of execution; and (4) the length of the contract. See EG-G, Inc. v. Cube Corp., 63 Va. Cir. 634, 648, 2002 WL 31950215 (Va.Cir.Ct. December 23, 2002).
Cooperation can be flexible depending on the objectives and objectives of the parties. It often contains a timetable that the parties must finalize to distribute the work among themselves. As a general rule, a team agreement does not go into detail about the operational issues related to the execution of the respective commitments of the parties if the offer is successful. Cyberlock is remarkable because the court refused to consider extrinsic evidence that the complainant claims to have provided some of the missing essential terms, and instead his analysis focused exclusively on the conditions set out in the team agreement. The Tribunal concluded that the agreement clearly delayed the solution of important conditions for future subcontracting negotiations and that the parties promised nothing more than to attempt, at a later date, to formally negotiate subcontracting within general parameters. In this context, Cyberlock distanced itself from EG-G, which relied heavily on the parties` proposal to the government to decide that the parties had accepted the essential conditions of a sub-mandate. The EC-G can be brought into compliance with Cyberlock to the extent that the EC-G team agreement explicitly referred to the proposal, thus inviting the invocation of this document in determining the intention of the parties. Regardless of this, Cyberlock reminds us that, since most equipment agreements are considering further negotiations after the award of the contract, the complainants face a bitter struggle that convinces a court that the parties have agreed on conditions concrete enough to create an enforceable promise to award or accept a subcontract.