About Todd

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H. Todd Whay is a partner whose practice is devoted to government contracts. He handles bid protests on both sides of the table, contract claims and disputes, suspension and debarment, and the corporate transactions through which government contracting businesses are bought, sold and reorganized. He appears before the U.S. Government Accountability Office, the U.S. Court of Federal Claims, the Small Business Administration's Office of Hearings and Appeals, the Boards of Contract Appeals and agency suspension and debarment officials.

Mr. Whay came to the law with a business background. In addition to his law degree, he holds an M.B.A., and his career includes corporate experience alongside private practice. That combination shapes how he advises. He looks at a protest, a claim or a deal the way a contractor's leadership does, weighing cost, timing, the customer relationship and the larger business goal alongside the legal merits. His view is simple: clients want practical answers to real-world problems, not abstract dissertations on the law.

In more than 30 years as a government contracts lawyer, Mr. Whay has litigated bid protests at GAO, the Court of Federal Claims and the Federal Circuit. Much of his recent work has been on the defense side, keeping hard-won awards with his clients when competitors challenge them, and on the veteran-status and small business eligibility issues that can decide who performs a set-aside contract. He also structures the joint ventures, teaming arrangements and executive agreements that small and mid-sized contractors rely on to win and perform federal work.

Bid protests and award defense

• Kept a Defense Logistics Agency sales contract with the awardee through two rounds of challenges: GAO denied the competitor's protest, and the Court of Federal Claims then refused the protester's request for a temporary restraining order.
• Protected a service-disabled veteran-owned small business's VA medical imaging awards from two successive GAO protests brought by the same competitor, the first dismissed and the second denied, and worked to get a stop-work order lifted so the client could resume performance.
• Represented an Army logistics support contractor as intervenor first at GAO, which denied the protest, and then at the Court of Federal Claims, which ruled for the government and the awardee on the administrative record.
• Defended the award of a Department of Homeland Security contract for immigration service center operations support as intervenor at the Court of Federal Claims, which upheld the award and entered judgment on the administrative record for the government and the client.
• Challenged a Department of Veterans Affairs medical transport award at the Court of Federal Claims; within about a month, the agency agreed to take corrective action.
• Pursued a client's challenge to an SBA veteran-status ruling from the Office of Hearings and Appeals to the Court of Federal Claims, which sent the matter back to OHA for corrective action; the client is now an intervenor defending the outcome at the Court of Federal Claims.

Contract claims and disputes

• Resolved an Exchange concessionaire's claims before the Armed Services Board of Contract Appeals through a negotiated settlement reached after discovery and dispositive motions.

Transactions

• Represented the owners in the sale of a federal technology services contractor to a government services company, negotiating the equity purchase agreement and the restrictive covenant agreements and carrying the deal through closing.
• Prepares joint venture agreements for small businesses pursuing SBA set-aside work, including mentor-protégé joint ventures and the project-specific addenda SBA requires.
• Drafts and negotiates executive employment and separation agreements for government contractors.

Business disputes

• Represents contractors and their owners in commercial disputes in Virginia state court, federal court and private arbitration, including disputes among business owners and claims arising from teaming, subcontract and services agreements.
• Pursues payment and payment-bond claims for subcontractors on federal construction projects in federal district court.

Case results depend on the facts of each matter. Past results do not guarantee or predict a similar outcome in any future matter.