BNUMBER:  B-271662
DATE:  August 2, 1996
TITLE:  Trandes Corporation

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Matter of:Trandes Corporation

File:     B-271662

Date:August 2, 1996

Daniel A. Perkowski, Esq., for the protester.
David W. Burgett, Esq., Hogan & Hartson, for ManTech Advanced Systems 
International, Inc., the intervenor.
Elizabeth Rivera Bagwell, Esq., and Otto A. Thompson, Jr., Esq., 
Department of the Navy, for the agency.
Henry J. Gorczycki, Esq., and James A. Spangenberg, Esq., Office of 
the General Counsel, GAO, participated in the preparation of the 
decision.

DIGEST

A succession of interest in, or a transfer of, a proposal has not 
occurred where an initial proposal is prepared and submitted by one 
unincorporated operating unit of the offeror corporation and 
subsequent revised proposals are prepared and submitted by another 
unincorporated operating unit of the same corporation, because the 
legal offering entity under the proposal, i.e., the offeror 
corporation, has not changed.

DECISION

Trandes Corporation protests an award to ManTech Field Engineering 
Company (MFE Co.), a division of ManTech Advanced Systems 
International, Inc. (MASI) under request for proposals (RFP) No. 
N00604-93-R-0056, issued by the Department of the Navy, Fleet and 
Industrial Supply Center, Pearl Harbor, Hawaii, for engineering, 
installation and support services for electronic and communication 
equipment and systems on board naval vessels and on shore stations 
worldwide.

We deny the protest.

The Navy issued the RFP on June 18, 1993, contemplating award of an 
indefinite-delivery/indefinite-quantity, time-and-materials contract 
on a best value basis for a base period with four 1-year options.  The 
Navy received initial proposals from three offerors, including Trandes 
and MASI.  On April 1, 1994, after conducting discussions, and 
requesting and receiving best and final offers (BAFO), the Navy 
awarded the contract to MASI.  Trandes protested this award to our 
Office.  We sustained the protest because the agency's cost evaluation 
was unreasonable.  Trandes Corp., B-256975.3, Oct. 25, 1994, 94-2 CPD  para.  
221.

In response to our decision, the agency reopened discussions, amended 
the RFP, and requested revised proposals.  On November 13, 1995, 
Trandes and MFE Co., a division of MASI, submitted revised proposals, 
and subsequently, on March 25, 1996, submitted revised BAFOs.  On 
March 29, the Navy awarded a contract under the RFP to MFE Co.  The 
contract award standard form (SF 26) by which the agency executed the 
award did not identify MFE Co. as a division of MASI.  The awardee 
added the words "a division of [MASI]" to the contract award form, 
signed and dated the form April 4, and returned it to the Navy.  

On April 4, after receiving notification of the award, Trandes filed 
this protest alleging that MFE Co. is a separate legal entity from 
MASI, the original offeror, and thus the submission of a revised BAFO 
by, and an award to, MFE Co. constitutes an unacceptable substitution 
of offerors.  The Navy responds that no substitution of offerors has 
occurred; that MASI was the entity that submitted the initial proposal 
and BAFO as well as the revised proposal and revised BAFO.  

Trandes filed two subsequent protests challenging the evaluation and 
source selection process that resulted in the award to MFE Co.  After 
the Navy advised our Office that it was undertaking the corrective 
action of reopening negotiations in response to these subsequent 
protests, we dismissed those protests.  We did not dismiss the initial 
protest because this protest argues that the alleged substitution of 
offerors renders MASI ineligible to continue to compete under the RFP.  

The name of an offeror need not be exactly the same in all of the 
offer documents, although the offer documents or other information 
available must show that differently-identified offering entities are 
in fact the same legal entity.  Dick Enters., Inc., B-259686.2, June 
21, 1995, 95-1 CPD  para.  286, recon. denied, Dick Enters., Inc.--Protest 
and Recon., B-259686.3, Nov. 16, 1995, 95-2 CPD  para.  223; Mark II, Inc., 
B-203694, Feb. 8, 1982, 82-1 CPD  para.  104.  In the context of negotiated 
procurements, this requirement generally prohibits awarding a contract 
to an ambiguously identified offeror inasmuch as this may not bind any 
legal entity to the contract obligations, see Dick Enters., Inc., 
supra, or may evidence an unacceptable transfer or assignment of 
proposals, or an improper circumvention of the regulations governing 
the submission of late proposals, see Pedestrian Bus Stop Shelters, 
Ltd., B-212570, Mar. 20, 1984, 84-1 CPD  para.  331.  The available 
information must reasonably establish the identity of the offeror, and 
such information may include records of incorporation, Gem Eng'g Co., 
B-251644, Mar. 29, 1993, 93-1 CPD  para.  303, taxpayer identification 
numbers (TIN) or other identification codes, Mark II, Inc., supra, and 
other evidence relevant to determining identity.  Dick Enters., Inc., 
supra.

Here, the initial proposal and BAFO undisputedly identified MASI as 
the offering entity, whereas the record shows that MFE Co., a division 
of MASI, is identified as the offeror in the revised proposal and 
BAFO.[1]  MASI itself is an incorporated subsidiary of ManTech 
International, and is registered as a corporation of Virginia, as is 
ManTech International.  Being a separately incorporated entity, MASI 
is a separate and distinct legal entity from ManTech International and 
all other corporations, commercial ventures, or private individuals, 
see Dick Enters., Inc., supra; Caldwell & Santmyer, Inc., B-260628, 
July 3, 1995, 95-2 CPD  para.  1; Pacific Information Management, 
Inc.--Recon., B-224506.2, Sept. 15, 1986, 86-2 CPD  para.  306; however, 
MASI is not a separate legal entity from its own unincorporated 
divisions and operating units.  See Goss Fire Protection, Inc., 
B-253036, Aug. 13, 1993, 93-2 CPD  para.  97.  

In fact, the record shows that MASI has distinct operating units 
within its corporate structure which are not themselves incorporated.  
For example, the operating unit which prepared and submitted MASI's 
initial proposal and BAFO was MASI's Systems Technology Center, which 
was not incorporated and thus did not exist as a legal entity apart 
from MASI.  As such, MASI, not the Systems Technology Center, is the 
undisputed legal offering entity under the proposal submitted prior to 
Trandes' first protest.  

Similarly, the record shows that MFE Co. is also an unincorporated 
division of MASI and, as such, does not exist apart from MASI and can 
only enter into contracts as the legal entity MASI.  In this regard, 
the revised proposal represented "the offeror" as a corporation 
incorporated under the laws of the State of Virginia and stated the 
offeror's TIN as that of MASI.  Also, the individual who submitted and 
signed the revised proposal and revised BAFO, as well as the contract 
award document, is the head of MFE Co. and is authorized to execute 
contracts on behalf of MASI.  Furthermore, there is no evidence in the 
record showing that MFE Co. is incorporated under the laws of any 
state or otherwise has authority to contract apart from MASI.  The 
variation in names used by MASI or the agency throughout this proposal 
process was a matter of form, which was nothing more than different 
ways of referring to the same legal entity; therefore, no succession 
of interest in, or transfer of, a proposal has occurred here.[2]  See 
Pedestrian Bus Stop Shelters, Ltd., supra.

Trandes contends, however, that a legal entity by the name ManTech 
Field Engineering Corporation (MFE Corp.) in fact exists, and that 
because under the corporation law of the State of Virginia the terms 
"company" and "corporation" may be used interchangeably,[3] the 
offeror MFE Co. must in fact be MFE Corp., a legal entity different 
from MASI, such that it could be reasonably concluded that a transfer 
of the proposal from MASI--the original proposing entity--has 
occurred.  In further support of this contention, Trandes has 
submitted documentation showing that MFE Corp. is currently registered 
in the State of Hawaii as a Delaware corporation.

The record shows that no legal entity by the name of MFE Corp. 
currently exists as a corporation of any state, nor did it exist at 
any time during the course of this procurement.  Although a ManTech 
company with the name MFE Corp. was incorporated in the State of 
Delaware in 1982 (prior to the formation of MASI in Virginia in 1985), 
MASI has submitted documentation showing that MFE Corp. changed its 
name to ManTech Strategic Associates Ltd. in 1992.  ManTech Strategic 
Associates became an incorporated subsidiary of MASI.  Later, MASI 
began using the name MFE Co. to identify the unincorporated division 
of MASI discussed above.  MASI also explains that MFE Corp. is only 
registered in Hawaii as a Delaware corporation because ManTech 
Strategic Associates failed to effect a name change in the Hawaii 
registration, and that ManTech Strategic Associates (under either 
name) has not conducted any business in Hawaii in several years and 
now intends to close this outstanding registration without updating 
the name as soon as clearance on tax issues is received from that 
state.  Trandes has not presented any credible evidence showing that 
MFE Corp. is an extant legal entity or that it was the entity that 
submitted the revised proposal and revised BAFO.  Thus, regardless of 
how the State of Virginia actually applies its statute permitting 
interchange of the terms "company" and "corporation," we do not 
believe that this statute can be used to create a legal entity where 
none exists.

The protest is denied.

Comptroller General
of the United States

1. The awardee's revised proposal and revised BAFO documents identify 
the offeror as "[MFE Co.], a division of [MASI]" in both the 
stationery letterhead and by specific statements in the text of the 
documents. Wherever the proposal specifically identifies the 
"offeror," the identification clearly identifies MFE Co. as the 
offeror and, almost without exception, identifies it as a division of 
MASI.  Also, the corporate organization chart in the revised proposal 
illustrates that MFE Co. is a part of MASI.  Even in the rare 
instances where MFE Co. was not in some way specifically identified as 
a division of MASI, the proposal did not represent MFE Co. as 
something other than a division of MASI.  Although the executive 
summary and the introduction to the technical proposal describe the 
experience and the resources of ManTech International Corporation (the 
parent corporation of MASI), and ManTech International stationery is 
sometimes used, the proposal documentation clearly explains that MASI 
is part of the ManTech International organizational structure.  Such 
inclusion of the names of corporate affiliates in a proposal does not 
make the identity of the offeror ambiguous where, as here, it is 
possible to sufficiently identify the offering entity so that it would 
not be able to avoid the obligations of the offer.  See Cline Enters., 
Inc., B-252407, June 24, 1993, 93-1 CPD  para.  492.

2. To the extent the identification of the awardee in the contract 
award form was MFE Co. without also identifying it as a division of 
MASI can be considered an incorrect identification, it is a minor 
informality which can be corrected after award, as was done here, 
because it is clear from the proposal that the offeror is MFE Co., a 
division of MASI.  See Digital Equip. Corp., B-251105, Mar. 8, 1993, 
93-1 CPD  para.  213; Robert McMullan Son, Inc., B-215690, July 23, 1984, 
84-2 CPD  para.  92.

3. The protester cites Va. Code Ann.  sec.  13.1-630 and 13.1-762 (Michie 
1996), which states:

            "A.  A corporate name shall contain the word 
            'corporation,' . . . 'company,' . . . .  Such words and 
            their corresponding abbreviations may be used 
            interchangeably for all purposes."