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COFC Claims Its Turf: Court Affirms Jurisdiction Over OTA Protests

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Raytheon Company v. United States, U.S. Court of Federal Claims, No. 24-1824C (Feb. 24, 2025)​ addresses a long-standing legal gray area: Can the Court of Federal Claims (COFC) hear bid protests involving Other Transaction Agreements (OTAs)? In Raytheon v. United States, the Court ruled definitively: Yes, it can. This landmark decision confirms that the Court is the de facto forum for bid protests challenging Department of Defense (DoD) OTA decisions—at least where the agency is pursuing products or services for its direct benefit.

The Decision
The COFC denied the government’s motion to dismiss, ruling that:

  1. COFC Has Jurisdiction Over OTA Bid Protests: Judge Bonilla held that OTAs awarded under 10 U.S.C. §§ 4021–22 can fall within the Tucker Act’s bid protest jurisdiction when they are used to acquire products or services for the direct benefit of the government. The decision offers a clear framework to distinguish between OTA programs that are subject to judicial review and those that are not​.
  2. Rejects the Narrow “SpaceX” View: While earlier decisions like SpaceX denied jurisdiction over OTA protests, this ruling distinguishes those cases, instead aligning with more recent COFC opinions that take a broader view of bid protest jurisdiction in the OTA context​.
  3. Exhaustion Argument Rejected: The government argued that Raytheon failed to exhaust internal dispute procedures under its OTA. The Court rejected this, reaffirming that exhaustion is not required in Tucker Act bid protests.

Key Takeaways for Contractors

  1. OTAs Are Not Outside the Law: Just because an award is made under OTA authority doesn’t shield it from protest. If the OTA leads toward a specific product or service for government use, COFC likely has jurisdiction.
  2. Follow-On Production Contracts Matter: If an OTA is structured to lead to a production contract, it’s highly likely to be considered part of a procurement. Protests challenging such decisions can now be brought in COFC with stronger footing.
  3. COFC is Now the Go-To Forum for OTA Protests: The Court’s opinion signals that contractors should view COFC as the primary venue for OTA-related bid protests, resolving years of jurisdictional uncertainty.
  4. No Need to Exhaust Internal Procedures: Protesters don’t need to wait out a lengthy internal dispute resolution process in the OTA before filing at COFC. The Court won’t let agencies draft around jurisdiction.

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