Lenahan v. United States Department Health and Human Services

Background

Hayley Lenahan submitted two requests under the Freedom of Information Act (FOIA), seeking records concerning HHS procurement of doxycycline and amoxicillin and two contracts awarded to Chartwell RX, LLC. HHS initially said it did not routinely collect or retain the requested records and closed the first request. After Lenahan asked HHS to reconsider, the agency placed that request back in process. HHS also processed her second request.

After Lenahan filed this case, HHS responded that it had reviewed 274 potentially responsive pages. It released 116 pages in full, 121 pages in part with redactions under FOIA Exemptions 3, 4, and 6, and withheld 37 pages in full under Exemption 5. Lenahan challenged the withholding of Chartwell’s proposal, the withholding of an acquisition-planning document, and HHS’s failure to produce source-selection information and contract modifications.

Chartwell’s proposal

FOIA Exemption 3 protects information that another federal statute requires or specifically authorizes an agency to withhold. HHS ultimately relied on 41 U.S.C. § 4702, which generally bars disclosure under FOIA of a contractor proposal in an executive agency’s possession. The statute does not apply to a proposal set out in or incorporated by reference into the resulting contract.

Lenahan argued that § 4702 protects only unsuccessful proposals and therefore did not cover Chartwell’s proposal, which led to an awarded contract. The court rejected that argument because the statute does not distinguish between successful and unsuccessful proposals. The court also rejected Lenahan’s argument that the proposal was incorporated into the contract merely because some of its content may have been reflected in the contract. HHS attested that the proposal was not incorporated into the executed contract, and the court found no evidence contradicting that statement.

The court denied Lenahan’s motion for summary judgment on HHS’s use of Exemption 3 for the Chartwell proposal and granted HHS’s motion on that issue.

Adequacy of HHS’s search

FOIA requires an agency to conduct a search reasonably calculated to find all relevant records. HHS submitted a declaration explaining that its Strategic National Stockpile Contracting Branch searched the Purchase Request Information System, which contains agency contract files, using the contract number. The declaration stated that the system includes information about acquisition planning, solicitations, proposal review, contract creation and approval, modifications, awards, and closeout.

Lenahan argued that the search was inadequate because HHS had not produced contract modifications or source-selection documents. The court found that her references to a delivery order and a contract covered the same procurement and that HHS understood her requests to seek the relevant source-selection documents. But the court concluded that the agency’s description of its search did not raise a triable dispute about whether the search was adequate. The court granted HHS summary judgment on the adequacy-of-search issue and denied Lenahan’s motion on that issue.

Explanation of the remaining withholdings

The court explained that agencies generally must provide a Vaughn index—a listing identifying withheld documents, the exemption claimed for each document, and a specific explanation supporting each withholding. HHS’s February 20, 2024 response did not identify the documents withheld in full or explain why those documents fell within the claimed exemptions. The court also found that the reasons for the Exemption 3 redactions were not clear from the unredacted portions of the records and that HHS had not identified the documents withheld in full under Exemption 5.

The court therefore found that HHS had not substantiated its remaining withholdings. It granted Lenahan summary judgment on that claim, denied HHS summary judgment on the same issue, and ordered HHS to produce an index identifying each withheld document, the FOIA exemption or exemptions claimed for it, and a particularized explanation for each withholding.

Attorney’s fees

Lenahan requested attorney’s fees under FOIA’s fee-shifting provision. The court denied that request without prejudice because Lenahan had not supported her motion with evidence showing that she was eligible for or entitled to fees. The ruling allowed Lenahan to bring a separate fee petition.

Disposition

The court granted in part and denied in part Lenahan’s motion for summary judgment and HHS’s cross-motion for summary judgment. More specifically, Lenahan prevailed on HHS’s failure to substantiate its remaining withholdings; HHS prevailed on the Chartwell proposal and the adequacy of its search; and Lenahan’s motion for attorney’s fees was denied without prejudice.