Platinum Services, Inc. v. United States

[[COURTLISTENER_SUBOPINION {"id":"11108074","type":"010combined","part":"opinion","author":null,"source_field":"html_with_citations"}]]
In the United States Court of Federal Claims
                                   No. 20-456C
                              (Filed: July 25, 2025)

**************************
PLATINUM SERVICES, INC.,

                              Plaintiff,

v.

THE UNITED STATES,

                              Defendant.

**************************

      Anthony J. Marchese, Washington, D.C., for plaintiff. Carol L.
O’Riordan, of counsel.

       Stephanie A. Fleming, Trial Attorney, United States Department of
Justice, Commercial Litigation Branch, for defendant, with whom were
Sheryl L. Floyd, Trial Attorney, Daniel D. Falknor, Trial Attorney, Michael
D. Snyder, Trial Attorney, Yaakov M. Roth, Acting Assistant Attorney
General, Patricia M. McCarthy, Director, and Martin F. Hockey, Jr., Deputy
Director. Todd P. Federici, of counsel.

                                    OPINION
BRUGGINK, Senior Judge.

       This is an action for breach of contract brought against the United
States, acting through the Department of Defense (“DoD”). Plaintiff,
Platinum Services, Inc. (“Platinum”), alleges it contracted with the
government to transport 45 shipments of household goods for military
servicemembers during the summer months of 2016, 2017, and 2018.
Plaintiff claims the services contracted for included line-haul freight (i.e.,
long-distance transportation) as well as accessorial services (i.e., additional
moving services beyond standard long-distance transportation). According
to plaintiff, the parties agreed to plaintiff’s rates listed on its freight tenders,
justifying $17,651,695 in total charges. Plaintiff asserts it performed those
transportation services yet has not been paid and is thus entitled to the full
contract amount in damages. In response, the government agrees that it asked
for line-haul shipping, but argues that it never requested that plaintiff perform
any accessorial services and, in any event, never agreed to the rates reflected
on plaintiff’s freight tenders. As a result, the government claims plaintiff is
only entitled to, at most, $400,612 in quantum meruit damages for the value
of the shipping. Trial was held November 12–15, 2024. Following post-trial
briefing and closing arguments, we conclude that plaintiff has established its
breach of contract claim only with respect to its line-haul freight services.
Plaintiff has not established its breach of contract claim for its accessorial
services but is entitled on a quantum meruit basis to recover for those services
actually performed. We conclude that plaintiff is owed $801,424.90 in total
damages, as explained below.

                               BACKGROUND

       When military personnel are deployed or relocated, the United States
Transportation Command (“USTRANSCOM”), a command under the DoD,
is responsible for managing the transportation of servicemembers’ household
goods. The command operates through regional shipping offices scattered
around the country. The offices contract out to private shippers the actual
work of packing, loading, storing, shipping, and unloading. It became
apparent during trial that there are multiple contractual vehicles available to
the local offices in obtaining these services, and that the contracts can engage
private companies to do some or all of the steps in moving servicemembers’
goods. If this case is an accurate depiction of how military members’ goods
are shipped, one cannot help but observe that a new method could usefully
be devised.

       Some of the contract vehicles available are subject to procedures
unique to the military—the Military Freight Traffic Unified Rules
(“MFTURP-1”). Others are subject to the Federal Acquisition Regulations
(“FAR”). A single move may involve both FAR-based and MFTURP-1-
based contracts. 1

1
 FAR-based contracts are not, by default, subject to the MFTURP-1, as the
scope of the MFTURP-1 “does not include the transportation of . . . Federal
Acquisition Regulation (FAR) contracts . . . unless the [MFTURP-1] is
specifically incorporated into the contract or agreement.” MFTURP-1
                                    2
       This case involves 45 shipments of military servicemembers’
household goods undertaken by Platinum, a transportation and storage
company, on behalf of a single, local government shipping office, the Joint
Personal Property Shipping Office (“JPPSO”) for the Mid-Atlantic (“JPPSO-
MA”), which operates out of Fort Belvoir in the Washington, D.C. area.
Platinum has long performed shipping services for the military and was well
known to JPPSO-MA.

        Transportation of household goods is frequently undertaken through
what is known as the Direct Procurement Method (“DPM”). MFTURP-1
App. D, § J at 264; JX 63 at App. 265; see also Trial Tr. vol. 2, 402–03, 408
(all subsequent trial transcript references are to “Tr.”). For the shipments in
question, however, Platinum’s performance did not follow the DPM method,
but instead followed a modified, impromptu method devised by JPPSO-MA
for use during busy seasons. The parties refer to this as the “hybrid method,”
although it has no explicit regulatory provenance. Before describing how the
parties tried to use that hybrid method for the disputed shipments, it is
necessary to lay out the components of the more typical DPM, because the
hybrid method was cobbled together from parts of the DPM.

    I.   A Standard Move under the Direct Procurement Method

       Under the DPM, transportation is divided into three phases,
potentially involving multiple contractual arrangements. Tr. at 402–03, 611.
During the first DPM phase, under a FAR-based contract with
USTRANSCOM, an Origin DPM Contractor picks up the servicemember’s
goods from their residence and transports the goods to its warehouse, where
the goods are then packed and crated. 2 Id. at 402–03, 550.

      During the second DPM phase, a Transportation Service Provider
(“TSP”) picks up the goods from the Origin DPM Contractor’s loading dock
and performs line-haul freight services, transporting the goods over long

§ A.I.D.1.c; Joint Ex. (“JX”) 63 at App. 7–8. Thus, multiple contractual
vehicles exclusively subject to either set of regulations may be involved in a
single move.
2
  The FAR is a set of regulations governing the federal government’s
procurement of goods and services.
48 C.F.R. § 1.101
. These regulations
outline processes by which the government should solicit competition and
administer contracts. See generally
48 C.F.R. § 1.102
.

                                      3
distances, to the receiving dock of a Destination DPM Contractor.
Id. at 371,
611
. Plaintiff is one such TSP.
Id. at 71
, 95–96, 105.

       Line-haul freight services provided by TSPs are not provided pursuant
to FAR-based contracts. 3 Instead, an entity becomes a TSP by first
submitting a Tender of Freight Services (“tender”) to the Global Freight
Management (“GFM”) system, a creature of MFTURP regulations.
Id.
at 74–
75; MFTURP-1 §§ A.II.B.3, A.IV.A.2. The GFM system is managed by the
Surface Deployment and Distribution Command (“SDDC”), a sub-command
of the USTRANSCOM, and operates as a digital repository of tenders. Tr. at
84, 786, 828–29. A tender operates as a TSP’s offer to perform certain
transportation services for the DoD and includes the TSP’s rates for those
services, chief among which is the TSP’s offer to perform line-haul freight
services. Pl.’s Ex. (“PX”) 46 at 3; PX 50 at 3; PX 55 at 3.

      A TSP’s tender may also include rates for performing additional
moving services beyond line-haul freight, known as “accessorial” services,
which are not normally performed by TSPs in a DPM movement. Tr. at 95–
97, 416, 765. These accessorial services include, but are not limited to,
expedited delivery, loading and unloading of goods, and handling freight not
adjacent to the vehicle. PX 46 at 4; PX 50 at 4; PX 55 at 4.

       The MFTURP allows a TSP to charge for expedited service only when
“the requested [d]elivery [d]ate” for a particular shipment “is less than the
standard transit time.” MFTURP-1, Item 35; Joint Ex. (“JX”) 63 at App. 96.
The MFTURP calculates the standard transit time for a shipment based on
the number of drivers assigned to that shipment, as well as the distance to the
destination. MFTURP-1, Item 5; JX 63 at App. 84. If a TSP is requested to
deliver a shipment before the calculated standard transit time for that
shipment, the TSP may charge for expedited service. MFTURP-1, Item 35;
JX 63 at App. 96.

       The MFTURP also allows a TSP to charge for loading and/or
unloading services if the TSP performs loading and/or unloading services for
a particular shipment “unassisted by shipper or consignee.” MFTURP-1,
Item 51; JX 63 at App. 101. Additionally, a TSP may charge for handling

3
   FAR Part 47, governing the federal government’s acquisition of
transportation-related services, exempts freight transportation acquired
through bills of lading from the FAR.
48 C.F.R. § 47.200
(b)(2). Bills of
lading are discussed later in this opinion.

                                      4
freight at positions not adjacent to the vehicle if the TSP moves freight
shipments “from or to a position that is not immediately adjacent to the
vehicle.” MFTURP-1, Item 49; JX 63 at App. 100. If the vehicle is merely
separated by an intervening sidewalk or walkway from the loading or
unloading position, the TSP cannot charge for this service. MFTURP-1, Item
49; JX 63 at App. 100.

       Under phase two of the DPM, the SDDC operates through regional
JPPSOs which contract directly with TSPs to perform line-haul freight
services. Tr. at 377–81. In contracting for line-haul freight services, JPPSOs
first manually enter each TSP’s tender information into the electronic
Transportation Operation Personal Property Standard System (“eTOPS”).
See generally Defense Transportation Regulation (“DTR”) 4 Part IV, Ch. 406;
see also Tr. at 419–20, 758–59. That tender information includes the TSP’s
name, address, and line-haul freight rates.
Id. at 505
. JPPSOs then use eTOPS
to review and compare prices between TSPs and select a particular TSP for
a shipment.
Id.
at 769–70, 791–93. Tender information in the GFM system
is not automatically populated into eTOPS, as the two systems are not
integrated, and thus, cannot communicate with one another.
Id.
at 791–92.
As a result, tender information must be manually entered into eTOPS.
Id.
at
504–05, 791. Unlike the GFM system, eTOPS does not include information
pertaining to accessorial services, and thus, does not include rates for those
services.
Id. at 505, 547, 769
.

      When selecting a TSP for line-haul freight services, a JPPSO
Transportation Officer (“TO”), or a Transportation Agent (“TA”) designated
by a TO, 5 creates and issues a Government Bill of Lading (“GBL”) to that
4
  The DTR applies to all modes of transportation for the DoD generally, while
the MFTURP applies to TSPs specifically. See generally DTR Parts I–VII;
MFTURP-1 § A.1.A. Since Platinum is a TSP, this opinion will primarily
focus on the MFTURP’s application with some references to DTR Part IV
(relating to “Personal Property”).
5
  Under the MFTURP, a TO is a “[p]erson designated by the commander of
a military activity to perform traffic management functions,” including
managing personal property shipments and storage. MFTURP-1, App. E, § J
at 277; JX 63 at App. 277; PX 49. A TA can be designated or appointed by
the TO to perform traffic management functions, including signing off on the
expenditure of government funds for the execution of personal property
shipments and storage. MFTURP-1, App. E, § J at 277; JX 63 at App. 277;
PX 49.
                                    5
TSP through eTOPS. Tr. at 442, 545, 792. The GBL contains information
such as the TSP’s name and tender number, the delivery address, and the
required delivery date. E.g., JX 1 at 11. That GBL then operates as an
acceptance of certain transportation services offered on the TSP’s tender. Tr.
at 385–86. If there are any errors in the GBL, a TA can issue a Standard
Form 1200 Government Bill of Lading Correction Notice (“1200 Correction
Notice”) to manually correct those errors. MFTURP-1, Item 419; JX 63 at
App. 233; Tr. at 120–21, 442; see also, e.g., JX 1 at 13–14.

        The shipping office involved in this case, JPPSO-MA, was reliant on
TSPs sending their tenders directly to the office, in which a JPPSO-MA clerk
would then manually enter the tender information into eTOPS. Tr. at 416–
20, 750, 758–59; PX 46 at 1; PX 55 at 1. Although JPPSOs have access to
the GFM system, Tr. at 787, 819, there is no evidence JPPSO-MA relied on
the GFM system to access tenders. Additionally, once JPPSO-MA issued a
GBL and/or 1200 Correction Notice to a TSP for a particular shipment, if for
any reason that TSP needed to charge for additional accessorial services
beyond typical line-haul freight, JPPSO-MA had an internal procedure where
it required the TSP to prepare and submit in advance an accessorial request
form for approval. Tr. at 416, 537–45. When completing an accessorial
request form, TSPs were required to indicate which additional accessorial
services it would perform, as well as furnish an estimated cost for those
services. Id. at 542.

        Under a normal DPM movement, phase two concludes with the TSP
delivering the goods to the receiving dock of a Destination DPM Contractor.
Id. at 611. Phase three involves a Destination DPM Contractor operating
under a FAR-based contract with USTRANSCOM. The Destination DPM
Contractor unloads and unpacks the crated shipments and delivers them
directly to the servicemember’s new residence. Id. at 611–13.

 II.   Non-Temporary Storage

       In addition to the DPM, another tool the DoD may use when in the
process of transporting servicemembers’ goods is Non-Temporary Storage
(“NTS”). Id. at 152; DTR Part IV, Attach. V.J.1. NTS is ordinarily used to
place servicemembers’ goods in long-term storage when they do not
currently have a long-term residential address in the United States, such as
when the servicemember is stationed overseas for an extended period and
will not require their household goods. Id. at 152, 403. The goods placed in
NTS remain in storage until the servicemember returns from overseas
deployment and obtains a new residence in the United States. Id. at 403. At
                                     6
that point, the last two phases of the DPM commence, starting with the TSP
picking up the goods from the NTS provider. Tr. at 549–50. Like line-haul
freight services, NTS services do not involve FAR-based contracts; instead,
NTS providers offer these services under NTS tenders of service, which
JPPSOs can accept. Id. at 149–50; see generally JX 55–58. In addition to
being a TSP, Platinum is also an NTS provider. JX 55–58.

       Yet another contractual mechanism for arranging the movement of
servicemembers’ household goods came up at trial, the 400 NG Tariff
Program, which is discussed in more detail later in this background section.

III.   Peak Season, Short-Term Storage, and the “Hybrid” Method

        In the household goods transportation industry, demand peaks during
May, June, July, and August. Tr. at 513–14. Due to the high concentration of
movements during this period, JPPSOs regularly experience a shortage of
available TSPs and DPM providers. Id. at 469–71. As a result, the NTS
option was often used by JPPSO-MA to store household goods temporarily
until transportation to the servicemember’s new residence could be arranged.
Id. at 406.

        As a further response to pressure during these peak seasons, JPPSO-
MA developed an alternative to the standard DPM move, which the TO at
JPPSO-MA, Frank Thomas, characterized as the “hybrid” shipping method.
Id. at 429–30, 613. Instead of using an Origin DPM Contractor, a TSP, and
a Destination DPM Contractor to deliver a servicemember’s household
goods, the hybrid method eschewed the use of DPM contractors. Mr. Thomas
and his office instead required TSPs to pick up the goods from NTS service
providers at the origin and to then perform both line-haul shipping and
destination delivery to each servicemember. Id. at 548–49. Under the hybrid
method, the servicemember’s goods would be picked up by the NTS
contractor and placed at its warehouse for indefinite storage. Tr. at 490, 492–
93. When the time came for delivery, a TSP (1) picked up the goods from the
NTS dock, packed, and loaded the goods onto its own truck for line-haul
transportation; (2) performed line-haul transportation; and (3) instead of
handing the goods off to a Destination DPM Contractor, unloaded and itself
delivered the household goods to the servicemember’s new residence. Id. at
408–09, 495–97, 503–04, 548–49.

       The hybrid shipping method was a more streamlined method of
delivering servicemembers’ household goods than the DPM during peak
seasons when DPM contractors were in short supply. This is because,
                                      7
notwithstanding the pricing problems discussed below, the hybrid shipping
method allowed a TSP already holding goods in its NTS facility to perform
the latter two phases of the DPM without JPPSO-MA having to go through
multiple other contractors. Tr. at 429–32, 469–70.

IV.     JPPSO-MA’s Requests to Platinum

       The case at hand involves 45 household moves performed by
Platinum for JPPSO-MA during the peak summer months of 2016, 2017, and
2018—all of which were performed under this hybrid method. The parties’
dispute involves contract formation and, in some instances, performance, of
certain accessorial services. We lay out the pertinent facts below.

      A. 2016 Shipments

       During the 2016 peak season, JPPSO-MA was experiencing such a
high volume of movements that there were not enough TSPs or DPM
contractors available to transport servicemembers’ goods. Id. at 102, 404; JX
27 at 899. As a result, on July 13, 2016, Mr. Thomas contacted Mario Smoot,
CEO of Platinum, to help facilitate movements. Tr. at 414–15, 660–61. Mr.
Smoot had known Mr. Thomas for almost two decades, and Platinum had
been involved in numerous moves for JPPSO-MA as a TSP and as a NTS
provider. Id. at 414–15, 609–10, 622. Platinum, however, was not an Origin
or Destination DPM Contractor, nor had it previously performed moving
services under the hybrid method. Id. at 611–15, 618, 681.

       Mr. Smoot first became aware of the hybrid method during that July
13 phone call with Mr. Thomas, in which Mr. Thomas informed him that
various shipments needed to be moved, and that Platinum could, under the
accessorial services listed on its freight tender, transport household goods
already placed in its NTS warehouse directly to the servicemembers’
addresses. Id. at 428–29, 621–22, 660–61. Below is Mr. Thomas’
recollection of that discussion:

        Q. . . . in your discussion with Mr. Smoot, did you talk about
        how accessorial services may be used to facilitate the hybrid
        method?

        A. What we discussed is that as part of the service, it might be
        needed depending on the member’s situation or need, yes, sir.



                                       8
       Q. And for [the shipments], were you reaching out to Platinum
       and asking them if they had some availability to work with you
       to assist using the hybrid method?

       A. Correct.

Id. at 428.

      Comporting with Mr. Thomas’s testimony, below is Mr. Smoot’s
recounting of that conversation:

       THE WITNESS: I talked to Frank. He said, “You can move
       these shipments.” I said, “How?” He said, “You can move
       them under your freight tender.” I said, “How in the hell can I
       get paid for loading and unloading and do what I got to do?”
       He says, “You have it underneath your tender. Send me your
       tender.”

Id. at 621.

       Following that discussion, at 9:04 AM that same morning, Ms. Carie
Lewis, Platinum’s Office Manager, emailed Platinum’s GFM-registered
2016 tender, number 114191, at the direction of Mr. Smoot, to Mr. Thomas.
PX 46; PX 55; Tr. at 88–89. Mr. Smoot did not review Platinum’s tender
before sending it to Mr. Thomas—nor did Mr. Thomas review Platinum’s
tender once it was received. Tr. at 416–17, 622. Although a JPPSO-MA clerk
was responsible for manually entering Platinum’s tender information into the
eTOPS system, including Platinum’s name and line-haul freight rate,
Platinum’s tender information was never entered into eTOPS. See id. at 419,
504–05; see also, e.g., JX 1 at 11, 13–14. Platinum’s tender included its rate
for line-haul freight services as well as its rates for additional accessorial
services, including “EXP” (expedited service), “URC” (loading and
unloading), and “HHB” (handling freight not adjacent to the vehicle). JX 46.

       In addition to Platinum’s line-haul rate per mileage and weight, 6
Platinum’s rates for its accessorial services at that time were $400 per mile

6
 The MFTURP allows a TSP to charge a percentage of baseline freight rates
set by the SDDC. MFTURP-1 § A, Tbl. D; JX 63 at App. 44. The SDDC’s
baseline rates, which are periodically published, are calculated based on
mileage and weight. SDDC Class Rate Publication No. 100A; MFTURP-1,
App. G, ¶ 84; JX 63 at App. 287. A TSP may list a percentage on its tender,
                                     9
per vehicle for expedited service; $400 per hundredweight for loading and
unloading services, subject to a minimum charge of $1,000; and $500 per
hundred pounds, subject to a minimum charge of $500 per shipment, for
handling freight not adjacent to the vehicle, with a maximum charge of $900
per shipment. Id. at 4. Platinum’s accessorial prices were dramatically higher
than those of other GFM-registered providers. See generally Def.’s Ex.
(“DX”) 245 at 2, Attach. 7. For example, the next highest rate for expedited
service in 2016 was only $8 per mile per vehicle. Id. at Attach. 7-c. Therein
lies this lawsuit.

       Almost immediately thereafter, at 11:46 AM, Mr. Thomas sent Mr.
Smoot an email asking whether Platinum could perform transportation
services under the hybrid method for five servicemembers: Arthur Graham,
Paul Darling, Jeffery Buck, John Harrison, and Jonathan Ortiz. JX 1 at 29–
30. Approximately two hours later, Mr. Smoot replied that Platinum could
service four of the five shipments—Graham, Darling, Buck, and Harrison—
but added that the “GBL’s will need to authorize . . . HHB (loading and
unloading not adjacent to vehicle) EXP (expedited service) and URC 1 (for
both loading and offloading by the TSP).” Id. at 29. Mr. Smoot requested
that Mr. Thomas “[p]lease respond ASAP so that we can coordinate with the
customers.” Id. There was no response to that email by Mr. Thomas.

         Nonetheless, on July 18, 2016, Mr. Melvin Stalls, an employee of
JPPSO-MA, copied Mr. Thomas on an email to Mr. Smoot, stating: “Mario,
here is the paper work for the shipments that you and Mr. Thomas discussed
. . . . This will be a two-part email since I will not be able to send all the
attachments.” JX 3 at 137. Attached to those emails were, among other
things, GBLs and 1200 Correction Notices for five shipments: Graham,
Darling, Harrison, Scott Liftman, and Nathan Mitchell. JX 86; JX 1 at 31,
36; JX 2 at 82–85; JX 3 at 138–40; JX 4 at 166–67, 172, 201; JX 5 at 13, 16,


indicating a rate above, below, or equal to the SDDC’s baseline freight rates
(e.g., 100% would be equal). MFTURP-1 § A, Tbl. D; JX 63 at App. 44. In
2016, Platinum had listed minimum freight charges of 999% of the SDDC’s
baseline rates. JX 46 at 3. The MFTURP alternatively allows a TSP to charge
freight per hundredweight, MFTURP-1 § A, Tbl. D; JX 63 at App. 43–44,
which Platinum did in 2017 and 2018, JX 47 at 3; JX 48 at 3. In 2017,
Platinum listed a freight rate at $58 per hundredweight, subject to a minimum
weight of 1,000 pounds, and in 2018, listed its freight rate at $80 per
hundredweight, once again subject to a minimum weight of 1,000 pounds.
JX 47 at 3; JX 48 at 3.
                                        10
39. Correction notices were issued because the original GBLs listed the
incorrect tender number and/or vendor, listed a Destination DPM
Contractor’s address instead of the servicemember’s residential address as
the delivery point, and failed to include any accessorial services. E.g., JX 1
at 11 (indicating errors). These mistakes or omissions occurred because
Platinum’s tender information was never inputted by a JPPSO-MA clerk into
JPPSO-MA’s eTOPS system, and because the eTOPS system does not
contain input fields for accessorial services. Tr. at 440–41, 448–52. As a
result, JPPSO-MA issued correction notices to correct the omissions,
reflecting Platinum as the TSP, the servicemember’s new residential address
as the destination delivery address, and authorized accessorial services,
including loading and unloading and expedited service. 7 E.g., JX 1 at 13
(indicating corrections). The 1200 Correction Notices, however, did not
amend the GBLs to include Platinum’s correct tender number, nor did they
include handling freight not adjacent to the vehicle as an authorized
accessorial service. E.g., compare JX 1 at 11, with JX 1 at 13.

        As an illustrative example, the original GBL for the Graham shipment
listed “Continental Transportation” as the “Transportation Company” with a
0002891 tender number. JX 1 at 11 (blocks 1 and 31). It also listed
“American Safety Movers, Inc” at “5250 Old Louisville Road” in Pooler,
Georgia as the “destination delivery address.” Id. (block 18). The 1200
Correction Notice for the Graham shipment amended the GBL to include
“Platinum Services” as the “Transportation Company” and Graham’s new
residential address, “8 White Ibis Lane” in Savannah, Georgia, as the
“destination delivery address.” Id. at 13 (amending blocks 1 and 18). It also
included the following language with respect to accessorial services:
“Loading and Unloading Authorized . . . Expedited Service Authorized.” Id.

       Following those five shipments, through a series of phone calls and
emails, Platinum and JPPSO-MA agreed to 12 additional shipments in
2016—all involving GBLs and 1200 Correction Notices issued by JPPSO-
MA, which corrected the same omissions and authorized the same
accessorial services. Tr. at 412–13; JX 6 at 93–96; JX 7 at 169–72; JX 8 at
230–38; JX 9 at 31–35; JX 10 at 83–94; JX 11 at 115–22, 167–68; JX 12 at
177–82, 200–01; JX 13 at 258–61; JX 14 at 29–30, 35; JX 15 at 59–64, 81–
85; JX 16 at 133–39, 168; JX 17 at 215–19, 243–48; JX 86. Many of the

7
  The GBLs also authorized packing and unpacking and exclusive use
services, which are not pertinent to this dispute. Exclusive use services are
briefly discussed later in the background section.
                                      11
1200 Correction Notices administered in 2016 were issued by JPPSO-MA at
the request of Platinum. JX 1 at 37–50; JX 86. At no point with respect to
any of these shipments, however, did the 1200 Correction Notices amend the
GBLs to include Platinum’s correct tender number, Tr. at 108–09, 111, 193,
466–67, or to include handling freight not adjacent to the vehicle as an
authorized accessorial service, e.g., JX 1 at 36 (showing absence). In
addition, although accessorial services, including expedited service and
loading and unloading, were requested on the 1200 Correction Notices, at no
point did either the GBLs or 1200 Correction Notices include Platinum’s
rates for any of its accessorial services. E.g., JX 1 at 11, 13 (showing absence
of rates). Furthermore, the GBLs and 1200 Correction Notices for four out
of the 17 shipments were issued after Platinum had already begun
performance. JX 86.

   B. 2017 Shipments

       JPPSO-MA had difficulty meeting its shipping needs the following
year as well. On June 12, 2017, Dennis Beougher, Chief of JPPSO-MA’s
Personal Property Management Division, forwarded an email to Mr. Smoot,
stating that “all TSP[’s] are blacked out,” and that Mr. Beougher would like
to “give tried and true TSP[s] the opportunity to identify any shipments they
can handle.” JX 18 at 328–29. Attached to that email was a spreadsheet
containing a list of available shipments, including servicemembers’ names,
origin and destination locations, and other shipping details. Id. at 330–69.
Later that same day, at Mr. Smoot’s direction, Ms. Lewis responded to Mr.
Beougher, informing him that “[w]e have highlighted all the shipments that
we have availability for,” and attached a spreadsheet highlighting the
shipments Platinum could move. Id. at 370–407.

       On June 20, 2017, Ms. Lewis sent a follow up email to Mr. Thomas,
notifying him that “I’ve attached a list of the GBLs we will need—some
sooner than others,” and that the GBLs would need to include authorization
for, among other things, loading and unloading and expedited service. Id. at
408. On June 30, 2017, Mr. Thomas sent an email to Ms. Lewis and Mr.
Smoot, stating that he would get the paperwork to Ms. Lewis by that
following Monday. JX 42 at 58. According to Platinum’s GFM-registered
2017 tender, Platinum’s rates for its accessorial services were $1,000 per
mile per vehicle for expedited service; $400 per hundredweight, subject to a
minimum charge of $2,400, for loading and unloading services; and $400 per
hundred pounds, subject to a minimum charge of $400 per shipment and no
maximum charge for handling freight non-adjacent to the vehicle. JX 47 at

                                      12
4. In the aggregate, Platinum’s 2017 accessorial rates were even higher than
its 2016 accessorial rates. Compare JX 46 at 4, with JX 47 at 4.

       It was not until July 13, 2017 that Mr. Darren Addison, a
Transportation Assistant at JPPSO-MA, sent Ms. Lewis an email containing
the GBLs and 1200 Correction Notices for five shipments Platinum had
indicated it could move—Matthew Dehl, Thomas Mackey, Jonathan
Mozingo, Tabitha Perez, and Michael Ringer. JX 18 at 418. Between July 26
and December 28, JPPSO-MA sent Platinum GBLs and 1200 Correction
Notices for 21 additional shipments. JX 86. Like the 2016 shipments, the
GBLs for the 2017 shipments were corrected by 1200 Correction Notices to
include servicemembers’ residential addresses as the delivery point, as well
as authorization for loading and unloading and expedited service. Tr. at 448–
52, 466; e.g., JX 42 at 98 (showing correction notice for accurate delivery
address and inclusion of accessorial services). Unlike the 2016 GBLs, the
2017 GBLs included Platinum’s name and GFM-registered 2017 tender,
number 114451, because a JPPSO-MA clerk had manually entered
Platinum’s 2017 tender into eTOPS. JX 21 at 263 (showing Platinum’s
correct tender number in GBL block 31). Neither the GBLs nor 1200
Correction Notices, however, included handling non-adjacent freight as an
authorized accessorial service or Platinum’s rates for any of its accessorial
services. E.g., JX 23 at 449, 451 (showing absences). The GBLs and 1200
Correction Notices for 25 out of the 26 shipments performed by Platinum in
2017 were issued after Platinum had already begun performance. JX 86.

    C. 2018 Shipments

       During the following peak season, on June 14, 2018, JPPSO-MA
reached out to Platinum to inquire whether it could provide moving services
for two shipments: Patrice Johnson and Justin Silverman. JX 44 at 221; JX
45 at 346. Unlike the 2016 and 2017 shipments, however, Platinum was
asked to deliver these two shipments from its NTS warehouse to a
Destination DPM Contractor—not to the servicemembers’ addresses. JX 44
at 290, 298; JX 45 at 361; JX 87; JX 88 at 23, 38. JPPSO-MA sent Platinum
the GBL and 1200 Correction Notice for the Johnson shipment on July 11,
2018, and the GBL and 1200 Correction Notice for the Silverman shipment
on July 13, 2018. JX 86. Because the GBLs contained incorrect pickup
addresses (citing a different vendor’s warehouse altogether) and did not
include expedited or loading services, 8 those issues were corrected in the
8
 Because Platinum was delivering the 2018 shipments to a Destination DPM
Contractor’s warehouse rather than the servicemembers’ residential
                                   13
1200 Correction Notices. JX 44 at 256; JX 45 at 360. Additionally, because
a JPPSO-MA clerk had not entered Platinum’s information from its GFM-
registered 2018 tender, number 114472, in the eTOPS system, the GBLs
included Platinum’s inactive 2017 tender—an error which was not
subsequently corrected in the 1200 Correction Notices for either shipment.
JX 44 at 255–56; JX 45 at 360–61. Like the 2016 and 2017 shipments,
although the 1200 Correction Notices issued by JPPSO-MA included
authorization for Platinum to perform expedited and loading services, neither
of the GBLs nor the 1200 Correction Notices contained Platinum’s rates for
those services. E.g., JX 44 at 297–98 (showing absence of rates). The GBLs
and 1200 Correction Notices for both shipments were executed after
Platinum had already begun performance. JX 86.

        Notably, at no point between 2016 and 2018 did JPPSO-MA receive
or approve an accessorial request form—which would have included
Platinum’s rates for its accessorial services—for Platinum to perform and
charge for any other services than line-haul freight. Tr. at 327. Instead,
plaintiff relies on the fact that its 2016, 2017, and 2018 tenders, which
contained Platinum’s pricing for its accessorial services, were registered in
the GFM system during the relevant times, and that the 1200 Correction
Notices issued by JPPSO-MA for all 45 shipments authorized Platinum to
perform accessorial services.

 V.   Platinum’s Performance

       All 45 shipments between 2016 and 2018 originated in Platinum’s
NTS warehouse under NTS contracts between Platinum and JPPSO-MA
before Platinum began performing moving services under the hybrid method.
JX 86 (showing that standard form 1164s were completed for handling out
shipments from NTS); JX 13 at 223, 227 (showing that the pickup location
was corrected to reflect Platinum’s NTS); JX 14 at 10, 12–13; JX 39 at 376,
378, 380; JX 43 at 110, 112, 114. Platinum’s NTS tender included a price for
“handling out” services, which included removing the goods from storage
and placing the goods onto the warehouse platform. JX 56 at 14548–57; JX
57 at 14560–70; JX 58 at 14573–84. Correspondingly, the “removal actions”
section of each NTS service order directed Platinum to release the goods “to

addresses, Platinum is not claiming unloading services or handling freight
not adjacent to the vehicle for either shipment. We thus only address
expedited and loading services for the 2018 shipments. Additional details are
discussed later in this background section.
                                     14
dock.” JX 60 at 219–61. Platinum’s performance under the NTS contracts
for these origin point storage services has been paid for and is not in dispute.
Tr. at 145–46.

       Once the goods were released to the NTS warehouse platform,
Platinum shipped the goods in one of two ways: (1) using its own trucks and
drivers; or (2) contracting with third-party freight haulers and destination
agents. JX 86; Tr. at 351–53. When Platinum used its own trucks and drivers,
the servicemembers’ goods were packed—but not crated—and loaded from
the NTS loading dock into one of Platinum’s trucks or trailers. Tr. at 352–
53. Those goods were then directly transported to each servicemember’s
address. Id. at 353; JX 86; JX 88. When Platinum used third-party freight
haulers and destination agents, Platinum would pack, crate, and load the
goods into the trucks or trailers of third-party freight haulers. Tr. at 670–71.
Once the goods were loaded, the third-party freight haulers would transport
the goods to the warehouses of third-party destination agents, or, for the two
2018 shipments, to the warehouse of a Destination DPM Contractor. 9 Id. at
668–69; JX 88 at 23, 38. For the 2016 and 2017 shipments, the third-party
destination agents would then transport the goods to each servicemember’s
address. Id. at 669.

        For the 2016 and 2017 shipments, once the goods reached the
servicemembers’ addresses, either Platinum or a third-party destination agent
would park the moving truck on a street, parking lot, or driveway, unload the
goods, and carry the goods into the servicemembers’ homes (which Platinum
later characterizes as handling freight not adjacent to the vehicle). Id. at 633–
34. Out of the 45 shipments, 18 shipments were delivered by Platinum before
the standard delivery date. JX 86 (comparing stipulated delivery dates with
standard delivery dates). Overall, 14 shipments were performed directly by
Platinum, while 31 were performed by contracted third parties. JX 86.
Platinum paid for all services performed by its third-party contractors. Tr. at
720–22.




9
 To be clear, for these 2016 and 2017 shipments, the destination agents were
not DPM government-contracted providers. They were agents of Platinum,
and thus, Platinum charged the government for their services.
                                     15
VI.    Platinum’s Billing

       It was not until September 22, 2017, that Platinum submitted its
invoices for the 17 2016 shipments to the Defense Finance and Accounting
Service (“DFAS”). JX 87; Tr. at 650. Subsequently, on December 15, 2017,
Platinum submitted its invoices for 24 of the 26 2017 shipments. JX 87. In
December 2018, as Platinum’s invoices were being reviewed, DFAS reached
out to Mr. Thomas to inquire whether Platinum’s charges were valid for a
particular shipment, that of Andrew Chubb. Tr. at 559–60. Although Mr.
Chubb’s shipment had a required delivery date of August 3, 2017, it did not
reach the servicemember’s home until December 19, 2017. Id. at 560–63; JX
86. At that point, for the first time, Mr. Thomas was made aware of
Platinum’s extremely high charges for its accessorial services. Tr. at 474–75.
On January 10, 2020, Platinum submitted its invoices for the two 2018
shipments, and on February 25, 2020, submitted its invoices for the two
remaining 2017 shipments. JX 87.

       For all 45 shipments, in addition to the $317,627.90 charged for line-
haul freight services, Platinum charged JPPSO-MA $34,082,000 for
expedited service, $2,305,240 for origin loading, $2,132,560 for destination
unloading, and $1,312,268 for handling freight not adjacent to the vehicle.
Id. This is an average of nearly $900,000 per servicemember. 10 DFAS denied
payment of Platinum’s invoices for all 45 shipments. JX 1–45 at Tab A. For
each shipment, DFAS prepared and issued a Statement of Difference
(“SOD”), a prepayment audit informing Platinum “of an apparent error,
defect or impropriety in an invoice received by the Government.” Id. Each
SOD also contained the following language:

       Invoice is being rejected for the following reasons . . . No
       supporting documentation was provided with the invoice
       showing that the services billed were performed. Request is
       being made to [Platinum] to provide a corrected invoice for a
       Direct Pick UP and Delivery (not a DPM) shipment with all

10
  Plaintiff’s complaint supplements this amount with charges for two other
accessorial services, exclusive use and holiday and/or Sunday delivery,
which we discuss in the next sub-section, ballooning the average to nearly
$1.7 million per servicemember, although some of those charges are no
longer at issue.
                                    16
       supporting documentation including authority for billed
       charges to the U.S. Government.

Id.

VII.   Procedural History

       On April 17, 2020, Platinum filed its complaint, seeking
$76,176,619.54 for breach of contract. In addition to line haul, expedited
service, loading and unloading, and handling freight non-adjacent to the
vehicle, this amount included charges for two other accessorial services:
$44,603,000 for exclusive use for all 45 shipments (in which a TSP dedicates
an entire vehicle to transporting a single shipment); and $6,000 for one
holiday and/or Sunday delivery surcharge.

        On July 10, 2020, we granted the government’s motion to remand the
case to the General Services Administration (“GSA”) to consider Platinum’s
claims. On November 29, 2021, the government filed GSA’s final remand
decision, which made the following findings: (1) Platinum’s delivery
services were more in line with the 400 NG Tariff program 11 than the freight
program and should thus be billed under the 400 NG rates; (2) Platinum
applied “‘hidden’ costs that were exorbitant and unnecessary,
notwithstanding with industry practices, and not proven to be provided as
billed”; and (3) as a result, Platinum was only entitled to receive $673,326.87
for all 45 shipments. DX 195 at App. 1175–78. GSA arrived at this amount
by applying the average rates from other transportation providers offering
similar services in the 400 NG program, including packing and unpacking
and other destination service charges (i.e., “elevator service, stair and excess

11
  The 400 NG Tariff program is a separate method used by USTRANSCOM
for transporting military household goods. DX 195 at App. 1143; Tr. at 241,
402, 880. Under that program, instead of having three separate contractors
perform moving services as required by the DPM, a single contractor would
pick up the goods from the servicemember’s old residence and deliver those
goods directly to the servicemember’s new residence. DX 195 at App. 1143–
44; Tr. at 241, 610–11. Providers under the 400 NG Tariff program are tasked
with origin packing, destination unpacking, special handling of goods, and
arranging third-party services. DX 195 at App. 1143. Platinum was not a
participant in the 400 NG Tariff program at the time. Tr. at 611, 682, 740–
41, 886, 911.
                                     17
distance carriers and additional transportation charges”), to the shipments at
issue. Id. at App. 1151.

       Thereafter, the parties filed cross-motions for summary judgment.
Plaintiff argued that its services were contracted for under the hybrid method,
and that the accessorial services provided were billed in accordance with the
MFTURP. In response, the government argued that no contracts were
formed, that GSA’s decision should be given deference, that the JPPSO-MA
TO, Mr. Thomas, did not have authority to enter contracts for hybrid services
with Platinum, that the GBLs and 1200 Correction Notices at issue were
defective, and that Platinum’s billings were not in fact in accordance with the
MFTURP. In our August 10, 2023 summary judgment order, we denied those
motions in part, determining that there were unresolved factual issues
regarding contract formation and performance. We determined, however,
that Mr. Thomas could obligate the government to the type of services
performed by Platinum, that the GBLs issued were not defective merely
because they required Platinum to deliver the goods directly to the
servicemembers’ home addresses, and that Platinum’s charges for exclusive
use, amounting to $44,603,000, were not compliant with the MFTURP, and
thus, not recoverable. Platinum v. United States, No. 20-456 (Fed. Cl. Aug.
10, 2023), ECF No. 63.

       At trial, we took testimony from Platinum employees Mr. Smoot and
Ms. Lewis, as well as from government employees Mr. Thomas, Mark Rice,
Thomas’s successor as JPPSO-MA’s TO, David Walker, the Freight
Management Branch Chief within the SDDC, David Jones, the Senior Traffic
Management Specialist within the USTRANSCOM, Linda Hum, a Traffic
Management Specialist within the USTRANSCOM, Terry Fisher, a
Transportation Systems Analyst within the SDDC, and Yvonne Robertson,
the Chief of the Disputes Resolution Branch within GSA. Testimony was
also heard from Mark Gmyr, the government’s expert witness on damages.
Plaintiff filed a motion in limine seeking to exclude the testimony of Messrs.
Gmyr, Walker, Jones, and Fisher, which we address later in this opinion.

       In its post-trial brief, plaintiff withdrew its claim for the $6,000 charge
for one holiday and/or Sunday delivery, as well as its claim for expedited
service charges for 27 of the 45 shipments, amounting to $22,498,000. As a


                                       18
result, plaintiff now seeks $17,651,695.90 in total damages, 12 consisting of
$317,627.90 for line-haul freight, $11,584,000 for expedited service for 18
shipments, $2,305,240 for origin loading for all 45 shipments, $2,132,560
for destination unloading for 43 shipments, and $1,312,268 for handling
freight not adjacent to the vehicle for 43 shipments. For the government’s
part, it claims in its post-trial brief that Platinum is only entitled to quantum
meruit damages of $400,612, or alternatively, $673,326.87—the amount
GSA calculated for all 45 shipments—because no express contracts were
formed.

                                DISCUSSION

       The Tucker Act grants this court jurisdiction over certain claims for
money damages against the United States founded upon the United States
Constitution, federal statutes, executive regulations, or contracts.
28 U.S.C.
§ 1491
(a)(1); United States v. Mitchell,
463 U.S. 206
, 215–18 (1983).
Specifically, in a contract case, “the money-mandating requirement for
Tucker Act jurisdiction normally is satisfied by the presumption that money
damages are available for breach of contract, with no further inquiry being
necessary.” San Antonio Hous. Auth. v. United States,
143 Fed. Cl. 425
, 444
(2019) (internal citations omitted). Even when a plaintiff provides goods or
services to the government pursuant to an invalid or unenforceable express
contract, this court may still “utilize[] quantum meruit as a basis for awarding
the plaintiff the fair market value of what it supplied to the government.”
Perri v. United States,
340 F.3d 1337, 1344
(Fed. Cir. 2003).

       At the outset, we recognize that Platinum is entitled to contract
damages for its line-haul freight services. The government concedes that
valid contracts were formed between Platinum and JPPSO-MA for Platinum
to perform line-haul freight services for all 45 shipments per defendant’s
closing argument on Friday, March 7, 2025:

       The Court: [A]re you saying there was no agreement [and] that
       the government didn’t ask for any kind of shipment?


12
   Although plaintiff’s post-trial brief claims $17,645,695.90 in total
damages, according to the parties’ stipulation on Platinum’s billing (JX 87),
Platinum’s total claim is actually $17,651,695.90 ($6,000 more) for the
services at issue.
                                     19
       Defendant’s Counsel: I’m saying there is no evidence we
       mutually agreed on which accessorial services would be
       offered and what the government would pay for those.

       The Court: So, what that tells me is that there was [an]
       agreement for line-haul shipping as to 45 shipments?

       Defendant’s Counsel: Yes, your honor.

       The Court: Okay

       Defendant’s Counsel: We agree on that.

Closing Arg. at 9:53–10:19, Platinum v. United States, No. 20-456 (Fed. Cl.
March 7, 2025). The government also does not dispute that Platinum indeed
performed these line-haul services at the request of JPPSO-MA. Def.’s Post-
Trial Br. at 2 (“Platinum indisputably performed line-haul or shipping
services for 45 household goods shipments moving as freight between 2016
through 2018, and they performed these shipments at the request of [JPPSO-
MA].”). Since Platinum has not been compensated for any line-haul freight
it performed under valid contracts for those services, it is entitled to contract
damages for line-haul freight, amounting to $317,627.90. This is the amount
the parties have jointly stipulated Platinum has billed according to its freight
tenders. JX 87. The rest of our discussion thus focuses on Platinum’s contract
breach claim for the remaining $17,334,068, encompassing Platinum’s
accessorial services.

       Here, the parties’ arguments are directed at three issues: (1) whether
valid contracts were formed between Platinum and JPPSO-MA for Platinum
to perform and charge for accessorial services under its freight tenders; (2)
whether Platinum in fact performed those services; and (3) whether, and to
what extent, Platinum is entitled to payment for its services—either under
the prices listed on its freight tenders or under a quantum meruit calculation.
We address each issue in turn.

  I.   Contract Formation

       Plaintiff primarily argues that, after the initial conversation between
Mr. Thomas and Mr. Smoot on July 13, 2016, in which Mr. Thomas inquired
whether Platinum could perform movements under the hybrid method by
effectuating the accessorial services on its freight tender, valid express,
                                      20
written contracts for all 45 shipments—via the GBLs and 1200 Correction
Notices—were formed between Platinum and JPPSO-MA for Platinum to
perform accessorial services. According to plaintiff, the 1200 Correction
Notices, which were issued by JPPSO-MA, clearly indicate that JPPSO-MA
authorized expedited service, loading and unloading, and handling freight
not adjacent to the vehicle for the 2016 and 2017 shipments, and that the
1200 Correction Notices for the two 2018 shipments include JPPSO-MA’s
authorizations for expedited and loading services. Plaintiff points out that,
for the 2016 and 2017 shipments, the 1200 Correction Notices include the
annotations “EXP” for expedited service and “URC” for loading and/or
unloading. The 2018 shipments also include the annotations “URC” for
loading services and “EXP” for expedited service. Moreover, because the
1200 Correction Notices for the 2016 and 2017 shipments correct the
destination delivery address to each servicemember’s residential address,
Platinum claims that it was expected to deliver each servicemember’s
household goods into their residences, thus authorizing handling freight not
adjacent to the vehicle.

        Plaintiff further claims that JPPSO-MA and Platinum agreed on
Platinum’s rates for its accessorial services. Plaintiff highlights the fact that
Platinum’s rates for its accessorial services are explicitly listed on its 2016,
2017, and 2018 freight tenders. For the 2016 shipments, at the request of Mr.
Thomas, Platinum sent its 2016 tender directly to Mr. Thomas before JPPSO-
MA issued the GBLs and 1200 Correction Notices. Although the 2016 and
2018 GBLs and correction notices do not reference Platinum’s correct tender
number for those years (some referencing another TSP’s tender or an expired
and/or cancelled Platinum tender), Platinum’s active tenders were at all
relevant times present in the GFM system, which JPPSO-MA has access to.
Thus, Platinum argues that the incorrect tender numbers listed on the GBLs
and correction notices for the 2016 and 2018 shipments were merely clerical
errors. According to Platinum, both parties intended to contract pursuant to
Platinum’s active tenders. Furthermore, Platinum’s correct tender number in
2017 was listed on the GBLs and 1200 Correction Notices for the 2017
shipments. As a result, Platinum asserts its rates for its accessorial services
were made plain to JPPSO-MA when the GBLs and correction notices were
issued, and that any clerical errors should be corrected by the court through
equitable reformation.


                                       21
       In response, the government argues there is no evidence Platinum was
requested by JPPSO-MA to perform these shipments under the so called
“hybrid” method, and that, even if Platinum was asked to perform these
shipments under this method, there was no meeting of the minds regarding
which accessorial services the hybrid method would entail. The government
claims that Platinum cannot rely on the GBLs and 1200 Correction Notices
to support its contract formation claim because those documents are
defective. First, the defendant highlights the fact that neither the GBLs nor
correction notices for the 19 shipments that took place in 2016 and 2018
referenced an active Platinum tender number—instead, they referenced
either an expired and/or withdrawn Platinum tender number or a tender
number from a different vendor altogether. Thus, those GBLs and 1200
Correction Notices do not reflect JPPSO-MA’s intent to contract for
Platinum’s accessorial services. Second, the government draws attention to
the fact that, for 30 of the 45 shipments, including 25 of the 26 2017
shipments, the GBLs and 1200 Correction Notices were issued after Platinum
had already begun performance, which is contrary to the procedures set out
in the U.S. Government Freight Transportation Handbook, which prohibit
issuance of GBLs after performance. DX 20 at 6.

       Alternatively, defendant argues that, even if the parties intended for
Platinum to perform these hybrid movements using Platinum’s accessorial
services, there was no meeting of the minds between the parties on price for
any of those services. The government relies on the testimony of Mr. Thomas
and Mr. Smoot, which we address below, to show that neither man was aware
of Platinum’s accessorial rates when Mr. Smoot agreed to perform these
shipments. The government further points out that eTOPS—the system used
by JPPSO-MA to compare freight rates, select a transportation provider, and
generate GBLs and 1200 Correction Notices—does not contain any
information on accessorial services, including the TSP’s prices for those
services. Therefore, according to the government, there could not have been
a meeting of the minds regarding how much Platinum could charge for
accessorial services. Thus, no valid contracts formed for the accessorial
services at issue: expedited service, loading and unloading, and handling
freight not adjacent to the vehicle, per defendant.




                                     22
   A. Price is an Essential Term

       It is well established that “[t]he requirements for a valid contract with
the United States are: a mutual intent to contract including offer, acceptance,
and consideration; and authority on the part of the government representative
who entered or ratified the agreement to bind the United States in contract.”
Total Med. Mgmt., Inc. v. United States,
104 F.3d 1314, 1319
(Fed. Cir.
1997). Since we have already determined that Mr. Thomas, as JPPSO-MA’s
TO, had authority to bind the government in contract, Platinum Services, Inc.
v. United States, 20-456 (Fed. Cl. Aug. 10, 2023), ECF No. 63 (order
granting in part and denying in part summary judgment), we focus on
whether there was mutual intent to contract between the parties.

        Mutual intent—otherwise known as “meeting of the minds”—must
involve “an unambiguous offer to contract upon specific terms, an
unambiguous acceptance of that offer, and an intent to contract.” LaMirage,
Inc. v. United States,
44 Fed. Cl. 192, 197
(1999), aff’d,
232 F.3d 912
(Fed.
Cir. 2000). In determining whether parties have formed a contract through a
meeting of the minds, we look at the “totality of the factual circumstances.”
Texas Instruments Inc. v. United States,
922 F.2d 810, 815
(Fed. Cir. 1990),
opinion modified on reh’g (Mar. 19, 1991). This is an objective
determination—not one in which the “prospective contracting parties are . . .
expected to engage in telepathy.” Firth Const. Co. v. United States,
36 Fed.
Cl. 268, 276
(1996).

        A meeting of the minds requires an offer and acceptance to specific
terms. LaMirage,
44 Fed. Cl. at 197
. While this “does not mean than an offer
must have certainty as to all terms, it does require a ‘meeting of the minds on
[all] essential terms,’ which typically includes price.” STG Int’l, Inc. v.
United States,
165 Fed. Cl. 577
, 583 (2023) (quoting Keehn v. United States,
110 Fed. Cl. 306, 327
(2013)). Indeed, in a related case also involving
Platinum, we found price to be an essential term when contracting for
Platinum’s transportation services under its freight tender. Platinum Servs.,
Inc. v. United States,
168 Fed. Cl. 130
, 137 (2023) (Case No. 19-1714).
Where Platinum and the government “were in effect relying on different
systems of tender management,” leading to different assumptions concerning
price, we found no meeting of the minds with regards to price, and thus, no
valid contracts.
Id.
As a result, we defaulted to quantum meruit to find the
reasonable value of the services received.
Id.
23
       As we explain below, we find that, although the parties intended to
enter into agreements for Platinum to perform these 45 shipments under
JPPSO-MA’s “hybrid” method, there was no meeting of the minds on
Platinum’s prices for its accessorial services. Thus, we find no contracts were
formed for accessorial services for all 45 shipments.

     B. There was no Meeting of the Minds on Price

        First, it is clear from the record that JPPSO-MA intended for Platinum
to perform these 45 shipments under the “hybrid” method, including
accessorial services. Mr. Thomas testified that JPPSO-MA had been using
the hybrid method during peak seasons since at least 2008, involving delivery
from an NTS warehouse to the servicemembers’ residential addresses. Tr. at
408–10. He also testified that for a TSP to actually delivery goods under the
hybrid method, it was necessary to procure accessorial services, although he
did not specify which ones.
Id. at 428
. Both Mr. Thomas and Mr. Smoot
testified that they had a conversation regarding whether Platinum could
perform moving services under the hybrid method, and Mr. Smoot stated
that, upon learning about the hybrid method from Mr. Thomas, he was told
he could effectuate the hybrid method through the accessorial services listed
on Platinum’s GFM-registered tender.

        Platinum’s offers for its line-haul freight and accessorial services,
which were both necessary to effectuate hybrid movements, were listed on
its freight tenders between 2016 and 2018 and were registered in the GFM
system during the relevant periods. JX 46; JX 47; JX 48. JPPSO-MA
attempted to accept Platinum’s offers on its freight tenders when it issued the
GBLs and 1200 Correction Notices for each shipment. All the 1200
Correction Notices issued by JPPSO-MA for the 2016 and 2017 shipments
revised the delivery destination on the original GBLs from a DPM
contractor’s storage facility to the servicemembers’ residential addresses, 13

13
   JX 1 at 29–31, 36; JX 2 at 82, 85; JX 3 at 137, 140; JX 4 at 201, 204; JX 5
at 15, 39; JX 6 at 69, 93; JX 7 at 169–71; JX 8 at 230–31; JX 9 at 31–32, 35;
JX 10 at 61, 83–84; JX 11 at 122; JX 12 at 181, 200; JX 13 at 228, 258; JX
14 at 15–16, 29; JX 15 at 62, 81–85; JX 16 at 186, 206; JX 17 at 244, 285;
JX 18 at 328–69, 411, 422; JX 19 at 678, 680; JX 20 at 119, 129; JX 21 at
264–68; JX 22 at 419–23; JX 23 at 447, 449; JX 24 at 590, 595; JX 25 at
728, 733; JX 26 at 851, 855; JX 27 at 984, 987; JX 28 at 1110, 1115; JX 29
at 154, 159; JX 30 at 288, 292; JX 31 at 421; JX 32 at 488, 494; JX 33 at
622, 628; JX 34 at 741, 745; JX 35 at 56–59, 63; JX 36 at 118–21, 125; JX
                                       24
which is consistent with the hybrid method. Additionally, the 1200
Correction Notices for all 45 shipments revised the original GBLs to include
expedited service and loading and unloading, 14 which reflect some of the
additional services Platinum claims it performed to effectuate the hybrid
method. 15

       Although the government points out that the 2016 and 2018 GBLs and
1200 Correction Notices do not reference Platinum’s active tender numbers,
this does not change the fact that JPPSO-MA intended to contract with
Platinum for its accessorial services. All the 1200 Correction Notices in 2016
and the GBLs in 2018 reference Platinum as the TSP selected to perform
these shipments. 16 Moreover, even when the GBLs and 1200 Correction
Notices referenced another TSP’s tender number altogether, according to Mr.
Thomas’s testimony, JPPSO-MA nevertheless intended to contract with
Platinum for the shipments at issue:

       Q. Do you know why—do you know why the original GBL
       was issued to a company called Continental?


37 at 275; JX 38 at 298, 355; JX 39 at 499–502, 509; JX 40 at 631–33, 636;
JX 41 at 782, 786; JX 42 at 58, 94, 98; JX 43 at 185.
14
   JX 1 at 36; JX 2 at 85; JX 3 at 140; JX 4 at 204; JX 5 at 15; JX 6 at 69; JX
7 at 171; JX 8 at 231; JX 9 at 35; JX 10 at 61; JX 11 at 117–18; JX 12 at 181;
JX 13 at 228; JX 14 at 13; JX 15 at 60–61; JX 16 at 189; JX 17 at 285; JX
18 at 422; JX 19 at 680; JX 20 at 129; JX 21 at 268; JX 22 at 423; JX 23 at
449; JX 24 at 595; JX 25 at 733; JX 26 at 855; JX 27 at 987; JX 28 at 1115;
JX 29 at 159; JX 30 at 292; JX 31 at 417, 421; JX 32 at 494; JX 33 at 628;
JX 34 at 745; JX 35 at 63; JX 36 at 125; JX 37 at 275; JX 38 at 298; JX 39
at 509; JX 40 at 636; JX 41 at 786; JX 42 at 98; JX 43 at 185.
15
   The accessorial service, handling freight not adjacent to the vehicle, is
discussed further in the “Performance” section of our discussion.
Additionally, as discussed in that section, although expedited service is
annotated on all 45 correction notices, JPPSO-MA included a required
delivery date necessitating expedited service in only three shipments.
16
  JX 1 at 36; JX 2 at 85; JX 3 at 140; JX 4 at 204; JX 5 at 41; JX 6 at 96; JX
7 at 171; JX 8 at 231; JX 9 at 39; JX 10 at 92; JX 11 at 117–18; JX 12 at
181–82; JX 13 at 228–31; JX 14 at 679–80; JX 15 at 62; JX 16 at 137–38;
JX 17 at 218–19; JX 44 at 192; JX 45 at 321.
                                     25
       A. When I started seeing this later on, I went back to the branch
       and division chief and say, “Well, why are we having to do a
       correction notice to change the GBL?” And from what was
       explained to me, they [were] having some issues and were
       trying to get these out, so to get them out, they went ahead on
       and generated the one showing whoever was on the GBL and
       did a correction notice to change it to who should be directly
       on the GBL.

       Q. Thank you. So what did this do with respect to—

       A. So what [the Transportation Agent] did here, he . . .
       generated this—it might have been Mr. Stalls—it came out
       under Continental, but he knew it [was] going to be going to
       Platinum to do the service for the Government. So he did the
       correction to read Platinum Services . . . .

                                     ....

       Q. And in Block 31, do you know whose tender number that
       is?

                                     ....

      A. Ah, the—for Block 31 showing that Platinum—what
      Platinum tender number should have been. Based on the
      original GBL, they had Continental.

                                     ....

      Q. And would that be a mistake that needs to be corrected?

      A. Yes, uh-huh.

Tr. at 448–50, 452. We thus do not find that incorrect tender numbers on the
2016 and 2018 GBLs and 1200 Correction Notices vitiates JPPSO-MA’s
intent to contract for Platinum’s accessorial services.

       While we find the parties clearly intended to contract for Platinum to
perform accessorial services pursuant to the hybrid method, we do not find,
however, a meeting of the minds regarding Platinum’s pricing for those
services. While the 1200 Correction Notices were issued by JPPSO-MA,
containing JPPSO-MA’s authorization for expedited service, loading and
                                      26
unloading, and, arguably, handling non-adjacent freight (which we address
later in this discussion), this is only evidence that JPPSO-MA requested these
services, not that it was aware of Platinum’s pricing. Mr. Thomas testified
that he never reviewed Platinum’s tenders, which contained Platinum’s
pricing for its accessorial services, but instead forwarded all tender-related
emails to his staff.
Id.
at 416–17. Although Platinum’s tenders were present
in the GFM system, and although JPPSO-MA had access to that system,
JPPSO-MA’s TAs relied on eTOPS—not the GFM system—to compare
rates between TSPs and issue GBLs.
Id. at 420, 434
, 769–70, 791–92. The
record shows that eTOPS does not contain any information regarding
accessorial services—including rates—since eTOPS is intended to house
information pertaining to line-haul freight only.
Id. at 505, 547, 769
. Nor
were there any accessorial request forms submitted by Platinum for any of
these 45 shipments that would have contained Platinum’s accessorial rates.
Id. at 327
.

        Critically, Mr. Smoot himself was not aware of Platinum’s accessorial
charges. When asked about Platinum’s high accessorial charges, Mr. Smoot
responded: “[a]t that point in time, when I was asked to do these shipments,
I didn’t look at what was in my tender. I didn’t even know I could do it. I
sent it to [Mr. Thomas], and he said I could do it.”
Id. at 622
. Later, when
asked whether Mr. Smoot and Mr. Thomas, during their conversations, knew
what Platinum was charging for its accessorial services, Mr. Smoot
responded: “Quite honestly, no.” Tr. at 645–46. After performing all 45
shipments, and before sending his bills to DFAS, Mr. Smoot testified he
compiled his billing and sent it to a third-party individual to “review my
billing to make sure it was accurate according to the documentation.”
Id. at
652
. When asked whether Mr. Smoot had gone through a third-party audit of
his billing before, Mr. Smoot responded “no,” and when asked whether it
was done because the high charges caught him by surprise, Mr. Smoot
responded: “[w]ell, quite honestly, they’re pretty steep, yeah.”
Id. at 653
.

       Most telling, Mr. Smoot testified that, if he had known what
Platinum’s accessorial prices were at the time, he would not have used them:

       THE COURT: What do you think you likely would have
       proposed if the parties—if you and Mr. Thomas had spotted
       this problem back then?


                                     27
       THE WITNESS: I can say this, it would have been much more
       reasonable. I would like to—since you—I mean, I don’t
       know—if I could have done it for the members and for Frank
       at a better price, if I would have realized what the full price was
       at the time, all I did was bill according to my tender.

                                      ....

       THE COURT: Well, assuming you had the freedom to kind of
       name your price—

       THE WITNESS: Well, yeah, if I had freedom to name my
       price, I would have based it on a—to be honest, I would have
       probably been around . . . 200 percent of the tariff, the 400 NG,
       not a discounted tariff, at 200 percent, because I have done that
       before.

       THE COURT: All right. That’s for the hauling.

       THE WITNESS: That’s for the hauling, the packing, the
       loading, that’s for everything, whatever the—well, that’s for
       the—the carrier rate— . . . .
Id.
at 741–42.

        It was not until December 2018, well after the shipments had been
performed, that Mr. Thomas became aware of Platinum’s accessorial
charges, which he determined were “extremely high” and “night and day”
from typical charges.
Id.
at 474–76. It is thus clear from the record that
neither JPPSO-MA nor Mr. Smoot knew what Platinum was charging for
accessorial services when they attempted to contract for these 45 shipments.
It is also clear that Mr. Smoot would not have charged, and JPPSO-MA
would not have agreed to, Platinum’s listed accessorial prices if those prices
had been known beforehand. As a result, we find there was no meeting of the
minds between Mr. Smoot and JPPSO-MA regarding pricing for accessorial
services.




                                       28
       Price being an essential term for contract formation, we conclude that
no valid contracts were formed for Platinum’s accessorial services. 17
Because no valid contracts were formed regarding Platinum’s accessorial
services, it is unnecessary to address defendant’s formation argument
regarding the timely issuance of GBLs and 1200 Correction Notices for these
shipments. For the same reason we find it unnecessary to address plaintiff’s
equitable reformation argument, as we cannot reform contracts that were
never formed. 18

 II.   Performance

        Although there was no meeting of the minds between the parties on
pricing for Platinum’s accessorial services, the government must pay
plaintiff for whatever accessorial services Platinum actually performed.
Platinum has not been compensated by the government for any services other
than those paid under its NTS contracts. See generally JX 1–45 at Tab A.

       Platinum alleges that it performed expedited service for 18 shipments,
performed origin loading for 45 shipments, performed destination unloading
for 43 shipments, and handled freight not adjacent to the vehicle for 43
shipments. To the extent that accessorial services were performed and
accepted, we rely on quantum meruit to calculate the fair market value of
those services. We begin by determining which services were performed by
Platinum in accordance with the MFTURP, as the parties agree that

17
   We recognize a seeming tension between finding fully formed contracts
for line-haul services but not for accessorial services, as both were offered
and performed by Platinum concurrently. This seeming tension is immaterial,
however, as the parties have agreed that valid contracts were formed with
respect to line-haul services, despite the dispute over accessorial services. In
effect, the parties have agreed to treat the two types of services differently
for purposes of resolving this dispute.
18
   We need not address Platinum’s alternative attempt to cobble together oral
contracts through phone conversations or informal written contracts through
email communications between JPPSO-MA and Platinum. Because there
was no meeting of the minds on Platinum’s rates for its accessorial services,
no valid contracts were formed for accessorial services regardless of the
alleged mode of contract. For the same reason we find it unnecessary to
address plaintiff’s argument that the GBLs and 1200 Correction Notices
ratified these alleged prior agreements.
                                     29
Platinum’s performance is subject to those regulations. Pl.’s Post-Trial Br. at
2, 28–32; Def.’s Post-Trial Br. at 22, 24–25, 29, 33–34; see also United
States v. Amdahl Corp.,
786 F.2d 387, 393
(Fed. Cir. 1986) (“[A] contractor
may recover at least on a . . . quantum meruit basis for the value of the
conforming goods or services received by the government . . . .”) (emphasis
added).

   A. Expedited Service

        According to the MFTURP, expedited service is an “accessorial
service [where] shippers can request a TSP to guarantee delivery before the
required Standard Transit Time.” MFTURP-1, Item 35; JX 63, App. 96. The
MFTURP calculates the Standard Transit Time for each shipment based on
the number of miles to the destination, as well as the number of drivers
assigned to each shipment. MFTURP-1, Item 5; JX 63, Apps. 83–85.
Expedited service charges can only apply where “the requested [d]elivery
[d]ate is less than [the] standard transit time,” and where “EXP” is annotated
on the GBL. MFTURP-1, Item 35; JX 63, App. 96. Here, the parties have
stipulated to the required delivery date, the standard transit time, and the
actual delivery date for each shipment. JX 86. Additionally, the 1200
Correction Notices, which operate to amend the GBLs for the 18 shipments
at issue, all include the expedited service annotation. JX 3 at 140; JX 4 at
204; JX 8 at 231; JX 10 at 61; JX 15 at 60–61; JX 17 at 285; JX 18 at 422;
JX 21 at 268; JX 22 at 423; JX 23 at 449; JX 30 at 292; JX 33 at 628; JX 34
at 745; JX 37 at 275; JX 38 at 298; JX 40 at 636; JX 41 at 786; JX 45 at 360.

        Platinum argues that it should be compensated for performing
expedited service on 18 shipments, because it delivered those shipments
before the standard transit time calculated for each shipment. In response, the
government avers that, because JPPSO-MA never requested that Platinum
deliver before the standard transit time for 15 of the 18 shipments, expedited
service for those shipments were not actually performed, and Platinum is not
entitled to compensation. We agree with the government.

       The MFTURP clearly requires that expedited service be “requested”
for it to be charged. MFTURP-1, Item 35; JX 63 at App. 96.
Correspondingly, JPPSO-MA included a “required” delivery date on each
GBL. JX 86; see also, e.g., JX 1 at 32 (indicating required delivery date in
block eight of GBL). According to the parties’ stipulations, for all but three
                                      30
shipments, the required delivery date designated for each shipment was either
on or after the standard delivery date calculated for each shipment—not
before. JX 86. For example, although the actual delivery date for the Darling
shipment was July 21, 2016, five days earlier than the standard delivery date
of July 26, 2016, JPPSO-MA only requested that Platinum deliver the
shipment by July 28, 2016, which was two days after the standard delivery
date. Id.; see also JX 3 at 117–32, 138. As a result, we exclude expedited
service for 15 of these 18 shipments, as it was not actually performed. In
effect, where the government did not request expedited service, plaintiff was
a volunteer. Platinum is thus only entitled to compensation for expedited
service for three shipments: Adrian Silvera, Jeffrey Buck, and Tedd
Wilkerson. Those are the only shipments for which JPPSO-MA requested a
delivery date before the standard delivery date, and in which Platinum in fact
delivered before that standard date. JX 86; see also JX 15 at 68–78, 104–05;
JX 17 at 221–40, 283, 285; JX 40 at 527–40, 636–37.

   B. Origin Loading and Destination Unloading Services
        Under the MFTURP, a TSP is permitted to charge for loading and/or
unloading services if those services are performed “unassisted by shipper or
consignee.” MFTURP-1, Item 51; JX 63, App. 101. Platinum argues it
indeed performed “unassisted” loading with respect to all 45 shipments and
unloading for 43 shipments, because the hybrid method involves neither an
Origin DPM Contractor to perform loading services nor a Destination DPM
Contractor to perform unloading services. Platinum therefore asserts that it
is entitled to compensation for the loading and unloading services it properly
performed.
       The government, on the other hand, claims that NTS services already
include loading services, and, because Platinum has been compensated for
its NTS services for these 45 shipments, requiring the government to pay for
separate loading charges would compensate Platinum twice for the same
work. The government alternatively argues that because loading and/or
unloading only appears once as “URC 1”—and not twice—on each of the
1200 Correction Notices for each shipment, loading and/or unloading
services were intended to be priced together as a single charge. As a result,
according to the government, Platinum is double charging by billing for
loading and unloading accessorial services separately. We disagree.


                                     31
       By requiring Platinum to deliver these 45 shipments directly from its
NTS warehouse to the servicemembers’ residential addresses, JPPSO-MA
was necessarily requesting that Platinum perform both loading and unloading
services—loading from the NTS warehouse dock to the freight truck and
unloading from the freight truck to the destination location. Since the hybrid
method did not call for Origin DPM Contractors to perform loading services
or Destination DPM Contractors to perform unloading services, Platinum has
shown that it performed these services “unassisted.”
        Additionally, Platinum’s loading services were not already included
in its NTS services as the government contends. According to Mr. Thomas’
testimony, NTS services do not include loading onto a freight truck:
       THE COURT: The NTS contractor puts it in the warehouse
       and leaves it there right?
       THE WITNESS: Um-hum.
       THE COURT: Is that the end of the NTS process?
       THE WITNESS: Yes, sir, until we ask for it to be released out.
       THE COURT: And is that part of—has the Government
       already paid for that?
       THE WITNESS: We pay for everything going in, and then the
       only thing we pay the NTS contractor is to handle out to the
       dock to be picked up by the next TS[P]—
Tr. at 550–51. Mr. Thomas’s testimony makes it clear that JPPSO-MA’s
payments under NTS contracts cover all storage services up to the point at
which goods are “handl[ed] out to the dock”—which, by definition, does not
include loading onto a freight truck. Id. at 551. Indeed, Mr. Thomas’s
testimony comports with the documentary evidence. As plaintiff points out,
the line item, “Handling Out,” on its NTS tender is defined as “[h]andling
out, labor and equipment required to remove from storage and place onto
warehouse platform.” JX 56 at 14548–57; JX 57 at 14560–70; JX 58 at
14573–84 (emphasis added). “Handling Out” services under Platinum’s NTS
tender does not include loading onto a freight truck. As a result, the NTS
payment did not include the loading accessorial services performed by
Platinum.

                                     32
        We also find that the annotation, “URC1,” does not pertain to the
number of times loading and/or unloading can be charged, nor does it imply
that loading and unloading services are charged together. It simply references
the rate at which those services are charged. As plaintiff notes, the MFTURP
states that “[l]oading and/or unloading service[s] will be subject to a charge
of: URC(1) $_____ per hunderedweight, subject to a minimum charge of
URC(2) $_____.” MFTURP-1, Item 51; JX 63, App. 101. The inclusion of
“URC1” on the 1200 Correction Notices merely means that, whenever
loading and/or unloading services are performed, JPPSO-MA would be
charged a certain rate per hundredweight. Thus, entering “URC1” twice
would be superfluous, as it would be tantamount to listing the same price
twice. Moreover, the inclusion of “and/or” between “loading” and
“unloading” indicates that loading and unloading services may be charged
either separately or together. Therefore, loading and unloading services were
not meant to be priced as a single charge merely because “URC1” was listed
once on the 1200 Correction Notices.
       Further, the government also claims that TSPs do not normally charge
for loading services when picking up goods from an NTS warehouse and thus
Platinum is not entitled to compensation for loading services for these 45
shipments. We note, however, that according to Mr. Thomas, in a normal
DPM movement, the Origin DPM Contractor charges for loading the goods
onto the freight truck. Tr. at 550. By contrast, under the hybrid method, there
is no Origin DPM Contractor to charge for loading services. If loading is
neither covered by an Origin DPM Contractor nor by an NTS contract, then
loading must necessarily be performed by the TSP as an additional charge.
Thus, we find that Platinum is entitled to the value of origin loading for 45
shipments and destination unloading for 43 shipments.
   C. Handling Freight at Positions Not Immediately Adjacent to Vehicle
       The MFTURP allows a TSP to bill for “mov[ing] freight on shipments
from or to a position that is not immediately adjacent to the vehicle.”
MFTURP-1, Item 49; JX 63 at App. 100. A TSP cannot charge for this
accessorial service if the vehicle is merely “separated by an intervening
sidewalk or walkway” from the unloading position. MFTURP-1, Item 49; JX
63 at App. 100.
       Plaintiff argues that, by requesting that Platinum deliver the goods to
each servicemember’s residence, Platinum was expected to deliver the goods
                                      33
into each servicemember’s home. Indeed, the government does not contend
that plaintiff failed to deliver the goods into servicemembers’ homes or that
it left the goods in driveways, on curbs, or on doorsteps. According to
plaintiff, the interior of a home is “not immediately adjacent” to the truck, as
it is separated by more than an intervening sidewalk and/or walkway. As a
result, Platinum claims it should be compensated additionally for handling
non-adjacent freight for 43 shipments.
       The government disputes all of Platinum’s charges associated with
handling freight non-adjacent to the vehicle. It argues that JPPSO-MA never
requested this service. There were no annotations on the GBLs or 1200
Correction Notices for handling non-adjacent freight, and there is no
evidence this specific accessorial service was requested in any
communications between JPPSO-MA and Platinum. In addition, the
government questions whether the interior of servicemembers’ residences
are indeed separated by more than an “intervening sidewalk or walkway”
from the delivery trucks.
        The mere fact that neither the GBLs nor 1200 Correction Notices
show the annotation, “HHB,” for handling freight non-adjacent to the vehicle
is not dispositive as to whether JPPSO-MA implicitly asked for this
accessorial service. As plaintiff notes, contrary to expedited service, where
the MFTURP states that “EXP is required to be annotated on [the GBL]” and
that the “TSP must ensure [the GBL] is annotated with EXP . . . for charges
to apply,” MFTURP-1, Item 35; JX 63 at App. 96, the MFTURP places no
such requirement for charging for handling freight not adjacent to the
vehicle, see generally MFTURP-1, Item 49; JX 63 at App. 100.
       Furthermore, there is testimony from Mr. Thomas that JPPSO-MA
expected Platinum to deliver each servicemember’s goods into their
residence:
       THE COURT: What do you understand is going to happen
       when they get to Major Graham’s house?
       THE WITNESS: That they were going to deliver [the goods]
       to the customer.
       THE COURT: And leave it in the road or the sidewalk or his
       front yard?

                                      34
              THE WITNESS: No, to the residence, because that’s what they
              actually did.
              THE COURT: Yeah, take it into his house, unpack
              everything—
              THE WITNESS: Deliver it to—yes, sir, deliver it to—
              THE COURT: —take the shrink wrap off.
              THE WITNESS: —take the boxes and material things, um-
              hum.
       Tr. at 535. We are persuaded that JPPSO-MA expected Platinum to deliver
       each servicemember’s goods into and throughout their residence.
              We also agree with plaintiff that, for these 43 shipments, delivering
       the servicemembers’ goods into their residences qualifies as handling freight
       “not immediately adjacent” to the delivery truck. Perhaps if Platinum had
       merely left the goods on each servicemember’s front porch, driveway, or
       curb, the distance between the delivery position and the vehicle would be
       “immediately adjacent.” But, at trial, Mr. Smoot testified that Platinum’s
       process for delivering goods into the servicemembers’ homes involved
       taking the goods “off the truck, into the house, plac[ing] it where the member
       wants it, upstairs, downstairs, in the attic, whatever they want—or even in
       the garage with some items.” Id. at 628–29. Accordingly, when Platinum (or
       one of Platinum’s third-party contractors) delivered into each
       servicemember’s residence, its truck was not only separated from each
       delivery position “by an intervening sidewalk or walkway,” but also by
       additional space within and throughout the home. As a result, we find that
       Platinum has established that it handled freight “not immediately adjacent to
       the vehicle” within the contemplation of the MFTURP. Platinum is
       accordingly entitled to quantum meruit for handling non-adjacent freight for
       43 shipments.
III.      Quantum Meruit

           As we mention above, per the government’s concessions, we find that
    the parties contracted for Platinum’s line-haul freight services for all 45
    shipments; as a result, Platinum is entitled to contract damages amounting to
    $317,627.90. JX 87. On the other hand, because we do not find a meeting of
    the minds between the parties on Platinum’s rates for its accessorial services
                                          35
for any of the shipments at issue, we now address the extent Platinum can
recover in quantum meruit for those additional services.

   A. The Quantum Meruit Standard

        “A recovery in quantum meruit is based on an implied-in-law
contract. That is, a contract in which there is no actual agreement between
the parties, but the law imposes a duty in order to prevent injustice.” Int’l
Data Prods. Corp. v. United States,
492 F.3d 1317, 1325
(Fed. Cir. 2007).
Although generally this court lacks jurisdiction over implied-in-law
contracts, there is a limited exception where “a benefit has been conferred by
the contractor on the government in the form of goods or services, which is
accepted,” and those goods or services are “received by the government prior
to the rescission of the contract for invalidity.” Amdahl,
786 F.2d at 393
; see
also United Pac. Ins. Co. v. United States,
464 F.3d 1325
, 1329–30 (Fed. Cir.
2006). In those cases, “the contractor ‘may recover at least on a . . . quantum
meruit basis for the value of the conforming goods or services.’” Seh Ahn
Lee v. United States,
895 F.3d 1363, 1374
(Fed. Cir. 2018) (quoting
Amadahl,
786 F.2d at 393
)); see also Perri v. United States,
340 F.3d 1337,
1344
(Fed. Cir. 2003) (“[C]ourts utilize[] quantum meruit as a basis for
awarding the plaintiff the fair value of what it supplied to the government.”).

        Since Platinum’s accessorial services—expedited service, loading
and unloading, and handling freight non-adjacent to the vehicle—were
rendered to and accepted by the government, it is only appropriate for
Platinum to recoup the fair market value of those services. Dureiko v. United
States,
62 Fed. Cl. 340, 358
(2004) (finding where services were rendered
pursuant to an invalid express contract, “it would be unfair to permit the
government to retain the benefits of the bargain it had made with the plaintiff
without paying for them,” and that quantum meruit is used “as a basis for
awarding the plaintiff the fair value of what is supplied to the government.”),
aff’d,
162 F. App’x 976
(Fed. Cir. 2006). As a result, Platinum is entitled to
be reimbursed on a quantum meruit basis for the accessorial services it
performed. Seh Ahn Lee,
895 F.3d at 1374
.

   B. Mr. Gmyr’s Expert Report and Plaintiff’s Motion in Limine

       The government’s expert witness on damages, Mr. Gmyr, prepared a
report purporting to calculate the value of accessorial services rendered to
                                      36
the government. See generally DX 245. Plaintiff has filed a motion in limine
to exclude Mr. Gmyr’s testimony and report from evidence.

       Mr. Gmyr’s report relies on the “stepped approach” to calculate
Platinum’s quantum meruit damages, which is a recommended approach in
the litigation cost-accounting industry. Id. at 12. That approach (1)
determines the type of claim at issue; (2) determines potential financial
impacts; (3) determines the approach to quantifying damages based on the
facts at issue; (4) reviews, in detail, the relevant documentation; (5)
quantifies the financial impacts based on the relevant documentation; and (6)
quantifies damages and/or applies adjustments to damages. Id. at 13.

       Using the stepped approach, Mr. Gmyr determined that (1) Platinum’s
claim is for unpaid freight transportation charges, including charges for
accessorial services, for which Platinum submitted bills for payment; and (2)
the potential financial impact is lost revenues for the unpaid bills. Id. Mr.
Gmyr then (3) determined that the approach for quantifying damages would
involve (a) assessing what other TSPs would have charged the government
for the same services and (b) inquiring which services Platinum properly
performed in accordance with applicable freight rules and regulations. Id. at
13, 27. To pursue this approach, Mr. Gmyr (4) reviewed the relevant
documentation pertinent to this case, including the GBLs and 1200
Correction Notices, reviewed deposition testimony, reviewed historical price
data from other TSPs in the GFM system, and held conversations with
defendant’s counsel and government personnel from USTRANSCOM,
MSDDC, GSA, and JPPSO-MA about the interpretation and application of
rules and regulations governing the shipments at issue. Id. at 13–14, 27–28.

       In (5) quantifying the financial impact of Platinum’s unpaid bills, Mr.
Gmyr calculated the average market rate per service for the shipments at
issue by drawing from historical data in the GFM system. More specifically,
Mr. Gmyr gathered freight tender data between 2016 and 2018 from all
registered TSPs that offered the services charged by Platinum and applied
those rates to the shipments at issue. DX 245 at 27–29. Based on those rates,
Mr. Gmyr calculated an average market price for each accessorial service per
shipment. Id. at 29, Attach. 7-b. Mr. Gmyr excluded Platinum’s accessorial
rates and the loading and unloading accessorial rates from one other TSP,
Meadow Lark Transportation, Inc. (“Meadow Lark”), from his calculation,
as Mr. Gmyr deemed their rates to be outliers. Tr. at 1044; DX 245 at 30–31.
                                       37
       After determining the average market rate per service for the
shipments at issue, Mr. Gmyr then (6) applied deductions to the damages
amount based on his application of the government’s contract formation and
performance arguments provided to him by defendant’s counsel and agency
personnel. 19 Tr. at 942, 1041, 1048. Those arguments were: (a) contracts
could not be formed where JPPSO-MA issued a GBL or 1200 Correction
Notice after Platinum began performance and where those documents did not
reference Platinum’s correct tender number; (b) expedited service could not
be charged when it was not requested in accordance with the MFTURP; (c)
loading services were already covered under Platinum’s NTS contracts with
JPPSO-MA; (d) handling non-adjacent freight could not be charged where it
was not annotated on the GBL or 1200 Correction Notice; and (e) the
delivery positions for most of the shipments Platinum performed were
“immediately adjacent” to the delivery vehicle. DX 245 at 15–25.

       Based on Mr. Gmyr’s market calculations and subsequent deductions
based on the government’s arguments, Mr. Gmyr ultimately concluded that
Platinum’s quantum meruit damages amounted to $400,612, including
$176,889 for line-haul for all 45 shipments, $3,990 for origin loading for
only two shipments, 20 and $219,733 for destination unloading for 43
shipments. Id. at 33.

       Plaintiff’s motion in limine argues that Mr. Gmyr is not qualified to
calculate the value of Platinum’s accessorial services, because although Mr.
Gmyr has experience in financial analysis and forensic accounting, he has no
specialized experience in the transportation industry, let alone in the
movement of household goods under the DPM. Plaintiff also argues that Mr.
Gmyr’s expert report is irrelevant to the calculation of damages, because it
does not include TSP availability during the relevant peak seasons and

19
  Although Mr. Gmyr describes the bases for his deductions as “regulatory
assumptions,” we decline to adopt this label. The “assumptions” Mr. Gmyr
adopts are not based exclusively on regulations but are, more accurately, Mr.
Gmyr’s application of the government’s contract formation and performance
legal arguments.
20
   Mr. Gmyr’s damages total for origin loading encompassed only two
shipments, Tratchell and McNally, as Mr. Gmyr believed those shipments
were not handled under NTS contracts with Platinum. DX 245 at Attach. 5.
                                  38
unreasonably excludes Platinum’s and Meadow Lark’s accessorial rates from
the damages calculation. Additionally, plaintiff alleges the report lacks a
reliable methodology, because it fails to reference any recognized expert
applying the same method for calculating damages. It describes Mr. Gmyr’s
methodology as “nothing more than a work plan by which he assembles and
reviews data.” Pl.’s Mot. at 13. Plaintiff also argues that Mr. Gmyr’s
deductions methodology merely involves adopting defendant counsel’s
arguments about whether Platinum should be compensated for the work it
performed, and that Mr. Gmyr lacks any independent legal expertise in this
matter. Thus, according to plaintiff, Mr. Gmyr’s expert testimony should be
excluded.

        In response, the government argues that Mr. Gmyr needs no expertise
in the transportation industry to value the accessorial services rendered to the
government, because the task only requires expertise in cost-accounting. The
government also claims Mr. Gmyr’s valuation methodology is reliable as Mr.
Gmyr based his calculations on the “stepped approach,” which is commonly
used in the litigation cost-accounting industry. Furthermore, defendant
asserts that an expert’s assessment of damages is not any less relevant or
reliable just because it involves simple mathematical calculations. Defendant
also argues that, although Mr. Gmyr is not allowed to provide his own legal
interpretations, he should be able to apply arguments given to him by
counsel. According to defendant, plaintiff merely disagrees with the manner
in which Mr. Gmyr prepared his expert report, and plaintiff’s objections
pertain to the weight of the evidence—not admissibility.

       Generally, the proponent of disputed evidence “bears the burden of
proving the evidence’s admissibility by a preponderance of the evidence.”
Spectre Corp. v. United States,
160 Fed. Cl. 486
, 492 (2022). Federal Rule
of Evidence 702, which governs the admissibility of expert testimony,
provides:

       A witness who is qualified as an expert by knowledge, skill,
       experience, training, or education may testify in the form of an
       opinion or otherwise if:

       (a) The expert’s scientific, technical, or other specialized
           knowledge will help the trier of fact to understand the
           evidence or to determine a fact in issue;
                                      39
       (b) The testimony is based on sufficient facts or data;

       (c) The testimony is the product of reliable principles and
           methods; and

       (d) The expert has reliably applied the principles and methods
           to the facts of the case.

Fed. R. Evid. 702(a)–(d).

        Rule 702 “is premised on an assumption that the expert’s opinion will
have a reliable basis in the knowledge and experience of his discipline.”
Daubert v. Merrell Dow Pharms., Inc.,
509 U.S. 579, 592
(1993). Thus, “a
trial judge must determine ‘at the outset’ whether an expert is qualified.”
Gilead Scis., Inc. v. United States,
160 Fed. Cl. 330
, 336 (2022) (quoting
Daubert,
509 U.S. at 592
). We note, however, that “[w]hile the court may
require that an expert witness be ‘a member of a particular profession,’ in
order for [them] to be qualified, generally it is not necessary for an individual
to be ‘a specialist in a particular branch of a discipline or profession.’” Zoltek
Corp. v. United States,
95 Fed. Cl. 681, 684
(2010) (internal citation
omitted). Indeed, we have held that, where a damages expert has ample
expertise in cost-accounting, especially in previous litigation matters, yet
lacks specific expertise in the subject matter at hand, that expert is
nonetheless qualified to provide a reliable opinion on damages. Gilead Scis.,
160 Fed. Cl. at 339. The damages expert’s lack of industry-specific expertise
instead pertains to the weight we give their opinion—not admissibility. Id.

        We are also required under Rule 702 to ensure that expert testimony
is both relevant and reliable. Micro Chem., Inc. v. Lextron, Inc.,
317 F.3d
1387, 1391
(Fed. Cir. 2003) (“The trial court acts as a ‘gatekeeper’ to exclude
expert testimony that is irrelevant or does not result from the application of
reliable methodologies or theories to the facts of the case.”). Relevance turns
on “whether the expert testimony will ‘help the trier of fact to understand the
evidence or to determine a fact in issue,’” and reliability turns on “whether
the testimony is grounded in methods and procedures that are accepted in the
expert’s discipline.” Conn. Yankee Atomic Power Co. v. United States,
169
Fed. Cl. 450
, 452 (2024) (quoting Daubert,
509 U.S. at 591
). Our assessment
of these factors is “a flexible one” and may “depend[] on the nature of the


                                       40
issue, the expert’s particular expertise, and the subject of his testimony.”
Kumho Tire Co. v. Carmichael,
526 U.S. 137, 138
(1999).

        Here, we find that Mr. Gmyr is qualified to testify on the fair market
value of accessorial services performed by Platinum. Mr. Gmyr does not
purport to rely on any experience in the transportation industry (he has none)
in arriving at his damages numbers. Nor do we see any reason why he would
need transportation-specific experience to calculate quantum meruit
damages in this case. The question is whether the basic assumption on which
he operates—that the relevant source for valuing transportation services is
what other comparable transportation providers charge—is solid. We think
it is. The GFM system contains tenders from other TSPs, which include their
rates for the same accessorial services offered by Platinum. Tr. at 74–75, 111,
751, 764–65, 786–92, 817–19, 824–25. As TSP price data is already
available in the GFM system, we agree with Mr. Gmyr that an appropriate
method for determining the fair market value of accessorial services
performed by Platinum is to gather price data from other TSP tenders in the
GFM system and calculate an average rate per service. This does not require
transportation expertise, but rather expertise in cost-accounting—and Mr.
Gmyr has plenty. Mr. Gmyr attained a Bachelor of Science in Finance in
1999 and has gained more than 25 years of experience in damages analysis
in various government contracts disputes involving numerous industries.
Id.
at 928–32; DX 245 at 2, Attach. A, Attach. B. As in this case, we believe his
cost-accounting expertise is sufficient for calculating the fair market value of
accessorial services performed by Platinum.

       We also find Mr. Gmyr’s valuation testimony relevant. Mr. Gmyr’s
report analyzes rate data from other TSPs registered in the relevant
government system—GFM—during the relevant time periods—2016
through 2018—and for the relevant accessorial services at issue—expedited
service, loading and unloading, and handling non-adjacent freight. DX 245
at 27–29, Attach. 7-b. These data parameters give the court a picture of what
the average TSP, in a similar position as Platinum, would have charged
JPPSO-MA for the pertinent accessorial services. Although, as plaintiff
points out, Mr. Gmyr’s report does not draw data exclusively from the peak
summer months, plaintiff offers no evidence suggesting that TSPs routinely
amend their tenders during peak seasons to raise their accessorial rates.


                                      41
        Nor do we fault Mr. Gmyr’s exclusion of Platinum’s accessorial rates
and Meadow Lark’s loading and unloading rates. Mr. Smoot himself
admitted that Platinum’s listed accessorial rates were exorbitant and that he
would have charged the government a much lower rate if he were aware of
this issue beforehand. Tr. at 653, 741–42. By comparison, Meadow Lark’s
loading and unloading rates were between 100% and 400% higher than
Platinum’s rates and dwarfed every other TSP’s rates for the same services.
DX 245 at 30–32, Attach. 7-c. Thus, we do not find it unreasonable that Mr.
Gmyr excluded these data points as statistical outliers.

       Additionally, we find Mr. Gmyr’s valuation testimony reliable.
Contrary to plaintiff’s assertions, the stepped approach is simply a
commonsense approach to a mathematical inquiry frequently used in the
damages accounting industry.
Id.
at 12–13. As Mr. Gmyr cites, there are peer
reviewed publications that feature this approach for financial experts.
Id.
at
12 n.55 (citing ROMAN L. WEIL ET AL., LITIGATION SERVICES HANDBOOK:
THE ROLE OF THE FINANCIAL EXPERT (6th ed. 2017)). Although plaintiff
describes this approach as merely a “work plan by which [Mr. Gmyr]
assembles and reviews data,” we do not find Mr. Gmyr’s methodology
unreliable simply because it is straightforward. Hence, we find Mr. Gmyr’s
methodology useful. Because we find Mr. Gmyr’s valuation testimony
relevant and reliable, we deny plaintiff’s motion in limine regarding Mr.
Gmyr, and we admit Mr. Gmyr’s testimony, 21 as well as his expert report,
DX 245. 22

      We accord, however, no weight to Mr. Gmyr’s damages deductions
based on his application of the government’s contract formation and
performance arguments. Mr. Gmyr is in no position to instruct the court on

21
  Plaintiff’s motion in limine to exclude defendant’s fact witnesses, Mr.
Walker, Mr. Jones, and Mr. Fisher, is denied as moot, as the witnesses were
not allowed to testify regarding the interpretation and application of
applicable regulations, nor about matters outside their personal knowledge.
See Tr. at 805–06, 836–39.
22
  As plaintiff’s objection to DX 97 is predicated on its objection to Mr.
Gmyr’s expert report, we admit DX 97 as a summary of data rendered to Mr.
Gmyr. Accordingly, DX 2 is admitted as demonstrative evidence for the
same reason.

                                     42
issues of law. See Sparton Corp. v. United States,
77 Fed. Cl. 1, 7
(2007) (“In
general, federal courts have found expert testimony on issues of law, either
giving a legal conclusion or discussing the legal implications of evidence, to
be inadmissible.”); Nutrition 21 v. United States,
930 F.2d 867
, 871 n.2 (Fed.
Cir. 1991) (“An expert’s opinion on the ultimate legal conclusion is neither
required nor indeed ‘evidence’ at all.”). Thus, we only accord weight to his
valuation testimony without deductions.

     C. Damages Calculation

        We rely on Mr. Gmyr’s valuation calculations in determining
Platinum’s quantum meruit damages. 23 As we note above, Platinum is
entitled to be reimbursed for the value of expedited service for three
shipments, origin loading for 45 shipments, destination unloading for 43
shipments, and handling non-adjacent freight for 43 shipments. After
incorporating Mr. Gmyr’s calculations, in which he averaged the rates for
each accessorial service across GFM-registered TSPs (excluding outliers)
and applied those average rates to the shipments at issue here, we arrive at
the following value determinations: $1,591 for expedited service for three
shipments, 24 $247,285 for origin loading for 45 shipments, 25 $219,736 for

23
   Since we apply Mr. Gmyr’s valuation in our damages assessment, we
decline to apply GSA’s valuation based on the 400 NG program, especially
since Platinum was not a participant in that program. Tr. at 611, 682, 740–
41, 886, 911. We also decline to extrapolate from Mr. Smoot’s statement that
he would have charged “200 percent of the tariff,” as he subsequently states
that there are “too many variables” involved for that rate to be certain.
Id.
at
742–43.
24
   Mr. Gmyr’s expedited service calculations for the three applicable
shipments are $883 (Silvera), $92 (Buck), and $616 (Wilkerson), totaling
$1,591. DX 245 at Attach. 7-b.
25
  Mr. Gmyr’s origin loading calculations for the 45 shipments are $2,844
(Graham), $406 (Liftman), $4,919 (Darling), $2,678 (Harrison), $4,398
(Mitchell), $3,183 (Schulte), $5,593 (Williams), $1,968 (Hurley), $1,713
(Bean), $3,510 (Bryant), $4,717 (Amerine), $478 (Anderson), $2,774
(Tratchel), $1,216 (McNally), $2,517 (Silvera), $4,312 (Langford), $5,361
(Buck), $7,184 (Diehl), $4,827 (Mackey), $1,865 (Ringer), $5,508
(Mozingo), $10,613 (Perez), $3,394 (Eaton), $8,783 (Fernandez), $2,032
                                   43
destination unloading for 43 shipments, 26 and $15,185 for handling non-
adjacent freight for 43 shipments. 27 DX 245 at Attach. 7-b. Altogether,



(Turner), $1,163 (Poole), $11,683 (Toleafoa), $5,384 (Radford), $11,191
(Blakenbaker), $8,309 (Brown), $5,576 (Green), $10,259 (Huewitt), $4,655
(Moore), $1,730 (Parsons), $4,589 (Adams), $2,197 (Brown), $9,497
(Browne), $5,275 (Carrionrodriguez), $7,954 (Bouchat), $6,115
(Wilkerson), $8,131 (Vigil), $9,600 (Weibel), $9,635 (Chubb), $15,754
(Johnson), and $11,795 (Silverman).
Id.
Although Mr. Gmyr’s report totals
these charges at $247,282, the actual total is $247,285 ($3 more).
Id.
26
   Mr. Gmyr’s destination unloading calculations for the 43 shipments are
$2,844 (Graham), $406 (Liftman), $4,919 (Darling), $2,678 (Harrison),
$4,398 (Mitchell), $3,183 (Schulte), $5,593 (Williams), $1,968 (Hurley),
$1,713 (Bean), $3,510 (Bryant), $4,717 (Amerine), $478 (Anderson), $2,774
(Tratchel), $1,216 (McNally), $2,517 (Silvera), $4,312 (Langford), $5,361
(Buck), $7,184 (Diehl), $4,827 (Mackey), $1,865 (Ringer), $5,508
(Mozingo), $10,613 (Perez), $3,394 (Eaton), $8,783 (Fernandez), $2,032
(Turner), $1,163 (Poole), $11,683 (Toleafoa), $5,384 (Radford), $11,191
(Blakenbaker), $8,309 (Brown), $5,576 (Green), $10,259 (Huewitt), $4,655
(Moore), $1,730 (Parsons), $4,589 (Adams), $2,197 (Brown), $9,497
(Browne), $5,275 (Carrionrodriguez), $7,954 (Bouchat), $6,115
(Wilkerson), $8,131 (Vigil), $9,600 (Weibel), and $9,635 (Chubb).
Id.
Although Mr. Gmyr’s report totals these charges at $219,733, the actual total
is $219,736 ($3 more).
Id.
27
   Mr. Gmyr’s handling non-adjacent freight calculations for the 43
shipments are $338 (Graham), $252 (Liftman), $470 (Darling), $382
(Harrison), $446 (Mitchell), $398 (Schulte), $504 (Williams), $344 (Hurley),
$326 (Bean), $408 (Bryant), $469 (Amerine), $262 (Anderson), $380
(Tratchel), $298 (McNally), $376 (Silvera), $447 (Langford), $473 (Buck),
$375 (Diehl), $344 (Mackey), $223 (Ringer), $354 (Mozingo), $390 (Perez),
$282 (Eaton), $375 (Fernandez), $230 (Turner), $180 (Poole), $356
(Toleafoa), $354 (Radford), $395 (Blakenbaker), $375 (Brown), $358
(Green), $386 (Huewitt), $331 (Moore), $218 (Parsons), $328 (Adams),
$236 (Brown), $356 (Browne), $285 (Carrionrodriguez), $375 (Bouchat),
$371 (Wilkerson), $375 (Vigil), $380 (Weibel), and $380 (Chubb), totaling
$15,185.
Id.
Mr. Gmyr’s calculations for Johnson ($324) and Silverman
($301) were excluded from the total, as those were the two 2018 shipments
where Platinum did not handle non-adjacent freight at the servicemember’s
                                     44
including $317,627.90 for Platinum’s line-haul services for all 45 shipments,
Platinum is entitled to a total of $801,424.90 in damages.

                                CONCLUSION

        As we explained above, plaintiff has established its breach of contract
claim regarding its line-haul freight services. As a result, plaintiff is entitled
to contract damages for those services. We also conclude that plaintiff has
not established its breach of express contracts for its accessorial services, as
there was no meeting of the minds on plaintiff’s rates for those services.
Nevertheless, because plaintiff rendered its accessorial services to the
government, and because those services were accepted by the government,
plaintiff is entitled to quantum meruit damages for the accessorial services
rendered. Accordingly, the following is ordered:

   1. The Clerk of Court is directed to enter judgment in favor of plaintiff
      and against defendant in the amount of $801,424.90.

   2. No costs.




                                                    s/Eric G. Bruggink
                                                    Eric G. Bruggink
                                                    Senior Judge




residence but instead delivered to a Destination DPM Contractor’s
warehouse.
                                 45