BUSINESS AND GOVERNMENTAL INSURANCE AGENCY V. BOARD OF EDUCATION OF THE TOWNSHIP OF UNION COUNTY AND WILLIS TOWERS OF NEW JERSEY, INC, 8/14/17, (#223-17)

223-17
BUSINESS AND GOVERNMENTAL 	:
INSURANCE AGENCY,
:
PETITIONER,
: 	COMMISSIONER OF EDUCATION
V.
: 	DECISION
BOARD OF EDUCATION OF THE
TOWNSHIP OF UNION, UNION COUNTY, 	:
AND WILLIS OF NEW JERSEY, INC.
:
RESPONDENT.
:
SYNOPSIS
The petitioner – Business and Governmental Insurance Agency, which agency had provided services to
the Union Township School District for twenty-three years – challenged the determination of the
respondent Board to award a contract for insurance brokerage services to Willis of New Jersey (Willis).
Petitioner initially filed an appeal in October 2016, along with a motion for emergent relief, arguing that
the Board had not followed proper bidding procedures when it awarded a contract to Willis – which had
submitted 	a 	proposal 	for 	insurance 	brokerage 	services 	in 	September 	2016, 	well 	beyond 	the
March 15, 2016 deadline for submission of proposals. 	Petitioner’s motion for emergent relief was
subsequently granted, and the Board was directed to rescind the contract with Willis of New Jersey and
either award a contract for insurance brokerage services to one of the four vendors who submitted timely
responses to the request for proposals (RFP), or reject all of the proposals pursuant to N.J.S.A. 18A:18A-
22. 	The Board ultimately rescinded its contract with Willis, rejected all other proposals in order to
substantially revise its specifications for the services, and filed a motion to dismiss the petition –
contending that the grant of emergent relief had satisfied the demands in petitioner’s appeal, and therefore
the matter is now moot. Willis filed a similar motion to dismiss.
The ALJ found, inter alia, that: the Board complied with the emergent relief order by terminating and
rescinding the contract with Willis; pursuant to N.J.S.A. 18A:18A-22, a board may reject all bids in order
to substantially revise the specifications contained in the RFP; in this matter, it is evident that the Board
made substantial revisions to the specifications with respect to the scope of services to be rendered in the
second RFP; petitioner’s contention that there were no substantial changes is without merit; there is no
requirement for a board of education to provide a certification of reasons when it rejects all bids pursuant
to N.J.S.A. 18A:18A-22, and petitioner’s request for respondent to provide such certification is without
merit; likewise, petitioner’s contention that Willis should be required to disgorge any and all commissions
it received from the Board from the time of the award to its rescission is without merit, as the equities of
the situation do not support petitioner’s request for disgorgement. 	Accordingly, the ALJ granted the
motions to dismiss of both respondents, with prejudice.
Upon full review and consideration of the record in this matter, the Commissioner concurred with the
findings and conclusions of the ALJ, and adopted the Initial Decision as the final decision in this matter
for the reasons well expressed therein. The petition was dismissed as moot.
This synopsis is not part of the Commissioner’s decision. It has been prepared for the convenience of the reader. It
has been neither reviewed nor approved by the Commissioner.
August 14, 2017

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OAL DKT. NO. EDU 16782-16
AGENCY DKT. NO. 284-10/16
BUSINESS AND GOVERNMENTAL 	:
INSURANCE AGENCY,
:
PETITIONER,
: 	COMMISSIONER OF EDUCATION
V.
: 	DECISION
BOARD OF EDUCATION OF THE
TOWNSHIP OF UNION, UNION COUNTY, 	:
AND WILLIS OF NEW JERSEY, INC.
:
RESPONDENT.
:
The record of this matter and the Initial Decision of the Office of Administrative
Law (OAL) have been reviewed, as have the exceptions filed pursuant to N.J.A.C. 1:1-18.4 by
the petitioner – Business and Governmental Insurance Agency – and the replies thereto
submitted by the Union Township Board of Education (Board) and Willis of New Jersey, Inc.
(Willis).
Petitioner takes exception to the Administrative Law Judge’s (ALJ) conclusion
that the equities of the situation did not support petitioner’s request for disgorgement. 	In its
exceptions, petitioner argues that the ALJ previously found in the Order Granting Emergent
Relief that there were “indications of collusion and favoritism” when – according to Willis – the
Board 	asked 	it 	to 	submit 	a 	proposal. 	Petitioner 	urges 	the 	Commissioner 	to 	find 	that
disgorgement is an appropriate remedy because the Initial Decision conflicts with the reasoning
in the Order Granting Emergent Relief – which was adopted by the Commissioner – and it is
inconsistent to find that the equities do not support disgorgement after already finding that
collusion and favoritism exist.

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Petitioner also argues that the ALJ erred in finding that it did not mention
disgorgement as a form of relief in the petition. 	Instead, petitioner explains that it included a
catch-all prayer of relief, and that pursuant to N.J.A.C. 1:1-6.2, pleadings may be freely
amended. Petitioner also points out that it raised the demand for disgorgement in its opposition
to the Motions to Dismiss filed by the Board and Willis and at the hearing in this matter.
Finally, petitioner takes exception to the ALJ’s conclusion that the Board
complied with the Order Granting Emergent Relief. 	Petitioner contends that the Board’s
decision to reject all bids was arbitrary, capricious and unreasonable because it did not
“substantially revise” the specifications for the goods or services as is required to reject all bids
under N.J.S.A. 18A:18A-22(d). 	Petitioner argues that it seems suspicious that the Board would
find the specifications in need of revision ten months after the responses to the Request for
Proposals were initially due, especially after it previously argued that Willis was substantially
performing the contract. 	Accordingly, petitioner argues that the Initial Decision should be
rejected.
In reply, the Board argues that the ALJ properly found that it rejected all
proposals to substantially revise the specifications, in accordance with N.J.S.A. 18A:18A-22(d),
and that it did in fact revise the specifications. 	In support, the Board explained the many
differences between the original specifications and revised specifications, and argues that the
ALJ properly found it evident that there were substantial revisions. 	Additionally, the Board
contends that it complied with the Order Granting Emergent Relief, as it terminated and
rescinded the contract with Willis and rejected the other four proposals in order to substantially
revise the specifications. 	The Board argues that, contrary to petitioner’s arguments, it satisfied
the requirements of N.J.S.A. 18A:18A-22. The Board also argues that the petitioner’s arguments

3
about collusion between the Board and Willis are irrelevant because the statute does not require
the Board to explain its rejection of bids. As such, the Board argues that the ALJ properly found
this matter is moot and should be dismissed.
Willis argues – in reply to petitioner’s exceptions – that the Initial Decision
should be adopted by the Commissioner. 	Specifically, Willis contends that the ALJ properly
found that the equities do not support petitioner’s claim for disgorgement by Willis. 	Willis
points out that the ALJ never made a finding that there was evidence of collusion and favoritism
between the Board and Willis. 	Although the ALJ stated in dicta that there were indications of
collusion and favoritism based on the Board’s request for Willis to submit a proposal months
after they were due, the ALJ ultimately found that the suggestion of favoritism was not supported
as Willis provided the services and should receive compensation. 	Willis makes clear that its
conduct was appropriate from the start; Willis simply complied with the Board’s request for it to
submit a proposal. Willis also emphasizes that there is no evidence in the record that it ever had
any unfair advantage in the preparation of its bids. 	Procedurally, Willis contends that the ALJ
properly found that petitioner did not request disgorgement in its prayer for relief, as courts have
found that generalized, catch-all prayers for relief are insufficient. 	Substantively, Willis
maintains that it performed the services for the Board in good faith and it would be inequitable
for it to be deprived of its fair compensation. As such, the ALJ appropriately denied petitioner’s
request for disgorgement.
Willis also contends that the Board complied with the Order Granting Emergent
Relief as it terminated Willis, rejected the remaining bids, and substantially revised the
specifications. 	Willis emphasizes that the revised RFP contained multiple substantive changes,
which aimed to expand and alter the scope of services. Willis asserts that petitioner’s argument

4
in its exceptions – that it is suspicious that the Board would find that the specifications were
inadequate and in need of revision after it already found that Willis substantially performed the
contract – misses the point. 	Whether Willis substantially performed the initial RFP bears no
relation to whether the revised RFP expanded the scope of its work. Accordingly, Willis argues
that the ALJ appropriately found that the Board complied with N.J.S.A. 18A:18A-22 and the
Order Granting Emergent Relief.
Upon a comprehensive review of the record, the Commissioner agrees with the
ALJ that respondent complied with the Order Granting Emergent Relief. The Board terminated
and rescinded the contract with Willis, as it was directed to do. 	Further, in accordance with
N.J.S.A. 18A:18A-22, 	a 	board 	may 	reject 	all 	bids 	in 	order 	to 	substantially 	revise 	the
specifications for the requested goods or services. 	The Commissioner agrees with the ALJ that
the Board made substantial revisions to the specifications from the first to the second RFP,
including: (1) the items required for submission with the RFP; (2) the term length; (3) the fee
arrangement; (4) the scope of services to be rendered; (5) the criteria used to evaluate proposals;
(6) the submission of detailed broker information; (6) the years of experience required in
insurance brokerage services; and (7) the requirements for personnel assigned to provide
services. It is clear that there were numerous substantial revisions to the RFP and, therefore, the
Board acted in accordance with N.J.S.A. 18A:18A-22 when it rejected the remaining proposals
and substantially revised the specifications. 	The Commissioner does not find petitioner’s
exceptions to be persuasive. Petitioner has not demonstrated that the Board acted in an arbitrary,
capricious or unreasonable manner, or that it only made the substantial revisions to the
specifications as a ruse to enable it to award the contract to Willis.

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Additionally, the Commissioner concurs with the ALJ that the equities of this
matter do not support petitioner’s request for disgorgement. 	Willis provided the services under
the contract and should receive just compensation. 	The Commissioner further agrees with the
ALJ that if disgorgement were to be ordered, the Board would receive the benefit of not paying
for the services provided, and there is no equitable reason for the Board to receive that benefit.
Accordingly, for the reasons thoroughly expressed therein, the Initial Decision is
adopted as the final decision in this matter and the petition is hereby dismissed as moot.
IT IS SO ORDERED.*
COMMISSIONER OF EDUCATION
Date of Decision: 	August 14, 2017
Date of Mailing: 	August 14, 2017
* This decision may be appealed to the Superior Court, Appellate Division, pursuant to P.L. 2008, c. 36 (N.J.S.A.
18A:6-9.1).

New Jersey is an Equal Opportunity Employer
State of New Jersey
OFFICE OF ADMINISTRATIVE LAW
INITIAL DECISION
OAL DKT. NO. EDU 16782-16
AGENCY DKT. NO. 284-10/16
BUSINESS 	AND 	GOVERNMENTAL
INSURANCE AGENCY,
Petitioner,
v.
BOARD 	OF 	EDUCATION 	OF 	THE
TOWNSHIP OF UNION, UNION COUNTY,
AND WILLIS OF NEW JERSEY, INC.,
Respondents.
____________________________________
Christopher K. Harriott, Esq., for petitioner (Florio Kenny Raval, attorneys)
Paul E. Griggs, Esq., for the Board of Education of the Township of Union
(Sciarrillo Cornell Merlino McKeever & Osborne, attorneys)
Robert A. Mintz, Esq., for Willis of New Jersey, Inc. d/b/a Willis Towers Watson
(McCarter & English, attorneys)
Record Closed: 	June 30, 2017 	Decided: June 30, 2017
BEFORE RICHARD McGILL, ALJ:

OAL DKT. NO. EDU 16782-16
2
Business and Governmental Insurance Agency (“petitioner”) filed a petition with
the Commissioner of Education, challenging a determination by the Board of Education
of the Township of Union (“respondent”) to award a contract for insurance brokerage
services to Willis of New Jersey, Inc. d/b/a Willis Towers Watson (“Willis”). Respondent
and Willis now move to dismiss the petition as moot.
PROCEDURAL HISTORY
Petitioner filed its petition with the Department of Education on October 31, 2016,
pursuant to the authority of the Commissioner of Education under N.J.S.A. 18A:6-9 to
hear and determine controversies and disputes arising under the school laws. 	In
conjunction with the petition, petitioner filed a motion for emergent relief.
The matter was transmitted to the Office of Administrative Law on November 3,
2016, for determination as a contested case. An oral argument in regard to petitioner’s
motion for emergent relief was conducted on November 21, 2016, at the Office of
Administrative Law in Newark, New Jersey. 	The undersigned’s Order on Motion for
Emergent Relief dated November 29, 2016, granting petitioner’s motion for emergent
relief, was adopted by the Commissioner in a Decision on Application for Emergent
Relief dated December 12, 2016.
On 	February 	1, 	2017, 	respondent 	filed 	a 	motion 	to 	dismiss 	the 	petition
contending in essence that the emergent relief had granted the relief requested in the
petition and that the matter is now moot. 	On the same date, Willis filed a motion to
dismiss the petition as moot for substantially the same reasons as advanced by
respondent.
On February 17, 2017, petitioner filed its opposition to the motions to dismiss.
Petitioner’s two main arguments are that respondent failed to comply with the order
granting emergent relief and that petitioner is now seeking additional relief which was

OAL DKT. NO. EDU 16782-16
3
not specifically mentioned in the petition. 	Both respondent and Willis submitted replies
to the opposition.
MOTIONS TO DISMISS
A. Background
There is no real dispute as to the general course of events in this matter. In early
2016, respondent issued a Request for Proposal for Insurance Brokerage Services. 	In
regard to the timing of any proposal, the request states as follows: 	“Proposal shall be
submitted no later than MARCH 15, 2016. 	. 	. . 	Proposals will be opened . . . at 11:00
a.m. on MARCH 15, 2016. Your proposal must be received prior to that date and time.”
On March 15, 2016, petitioner submitted a fully responsive proposal. In addition, timely
proposals were submitted by three other vendors including Brown & Brown Metro, LLC,
Atlantic Associates Insurance Agency, Inc., and Arthur J. Gallagher & Co. 	Petitioner
had provided the services in question for twenty-three years.
Willis submitted a proposal in or about September 2016. 	On September 20,
2016, respondent adopted a resolution to accept the proposal of Willis. 	Prior thereto,
respondent did not receive consent to extend the deadline to award the contract beyond
the sixty days set forth in N.J.S.A. 18A:18A-36. 	Further, respondent did not take any
action to reject the proposals of petitioner and the other vendors that submitted timely
responses. 	On October 5, 2016, petitioner received notice from Flagship Dental Plans,
a third party provider of dental benefits, that petitioner was removed as broker of record
for respondent effective October 1, 2016.
In the Order on Motion for Emergent Relief dated November 29, 2016, a
determination was made that petitioner met all requirements for emergent relief. 	One
requirement for emergent relief is that petitioner has demonstrated a likelihood of
prevailing on the merits of the underlying claim. N.J.A.C. 6A:3-1.6(b)3. It is noteworthy
that the determination was made that the lateness of the proposal by Willis by five to six

OAL DKT. NO. EDU 16782-16
4
months was an obvious and gross defect in the proposal that was disregarded by
respondent. 	As relief, it was ordered that: (1) “The contract between respondent and
Willis be rescinded and deemed null and void” and (2) “Respondent may award the
contract for insurance brokerage services to any of the four vendors who submitted
timely responses to the request for proposals or reject all of the proposals if the
circumstances satisfy the criteria in N.J.S.A. 18A:18A-22.”
On December 13, 2016, respondent approved a resolution terminating and
rescinding the contract with Willis effective December 31, 2016. 	On the same date,
respondent 	approved 	a 	resolution 	rejecting 	the 	proposals 	submitted 	by 	Atlantic
Associates Insurance Agency, Inc., Business and Governmental Insurance Agency, A.J.
Gallagher and Company and Brown and Brown Metro because respondent wanted to
substantially revise the specifications for the services.
B. Analysis
Respondent and Willis seek dismissal of the petition on the basis of mootness.
Courts normally will not entertain cases when a controversy no longer exists, and the
disputed issues have become moot. 	DeVesa v. Dorsey, 134 N.J. 420, 428 (1993). 	A
case is moot when the original issue presented has been resolved. 	Ibid. 	Likewise, an
issue is moot when the decision sought in the matter can have no practical effect on the
existing controversy. 	Greenfield v. N.J. Dep’t of Corr., 382 N.J. Super. 254, 257-58
(App. Div. 2006). 	The concept of mootness has been applied to cases before the
Commissioner of Education, e.g., Price v. Bd. of Educ. of Washington Twp., OAL Dkt.
No. EDU 6121-07, Initial Decision (December 7, 2007), adopted, Comm’r, (January 23,
2008).
In its petition, petitioner requested relief as follows:
(a) Enjoining UBOE from awarding and/or proceeding with any contract for
“2016 Request for Proposal for Insurance Brokerage Services”;

OAL DKT. NO. EDU 16782-16
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(b) Rescinding any contract for 2016 Request for Proposal for Insurance
Brokerage Services which has already been awarded by UBOE to Willis
Insurance;
(c) Requiring the UBOE to award the 2016 contract for Insurance Brokerage
Services to one of the four (4) vendors who submitted timely response to
the RFP;
(d) Granting such other relief as the Commissioner deems equitable and just.
In regard to petitioner’s contention that respondent failed to comply with the order
granting emergent relief, it is evident that the first and second items were granted as
emergent relief and that respondent in fact terminated and rescinded the contract in
question with Willis. 	The third type of relief was also granted with an alternative
recognizing respondent’s right to reject all bids. 	In accordance with N.J.S.A. 18A:18A-
22(d), a board of education may reject all bids when it wants to substantially revise the
specifications for the goods or services. 	Petitioner maintains that respondent failed to
comply with the Order Granting Emergent Relief in that there was no substantial
revision 	to 	the 	specifications. 	Additionally, 	petitioner 	seeks 	a 	requirement 	for
respondent to provide a certification of reasons for the rejection of all bids.
In support of their motions, respondent and Willis detailed differences between
the first and second requests for proposals. 	From a review of these submissions, it is
evident that there were substantial revisions from the first to the second request for
proposals particularly with respect to the scope of services to be rendered. 	It follows
that respondent has not failed to comply with the Order Granting Emergent Relief with
respect to N.J.S.A. 18A:18A-22. 	Further, there is no requirement for a board of
education to provide a certification of reasons when it rejects all bids pursuant to
N.J.S.A. 18A:18A-22. 	It follows that petitioner’s argument that respondent failed to
comply with the Order Granting Emergent Relief is without merit.
The fourth type of relief requested in the petition is “such other relief as the
Commissioner deems equitable and just.” 	Petitioner’s second contention is that Willis
should be required to disgorge any and all commissions that it received under the non-

OAL DKT. NO. EDU 16782-16
6
rescinded contract. In support of this contention, petitioner argues that strong remedies
are required to deter improper conduct by public officials in the context of public bidding.
Further, as a matter of equitable principles, a wrongdoer should be relieved of profits.
Since the contract was improperly awarded to Willis, it should be required to disgorge
any commissions earned from the time of the award to its rescission.
Willis argues that disgorgement was not included in the relief sought in the
petition and that there has been no finding of improper conduct or wrongdoing by Willis.
Further, Willis has provided the services in question and should receive the associated
fees. 	Disgorgement would be unfair to Willis and would unjustly enrich respondent.
Willis refers to the concept of quantum meruit as a form of quasi-contractual recovery
that rests on the principle that a person should not be allowed to enrich himself unjustly
at the expense of another.
Here, 	the 	equities 	of 	the 	situation 	do 	not 	support 	petitioner’s 	request 	for
disgorgement. 	First, petitioner did not mention disgorgement as a form of relief in its
petition. 	Second, strong action has been taken in this case in that the contract in
question was terminated and rescinded by respondent as required the Order Granting
Emergent Relief. Third, Willis has provided the services in question and should receive
just compensation. 	Fourth, there is no equitable reason for respondent to receive the
benefit of disgorgement. It follows that petitioner’s argument is without merit.
Accordingly, it is ORDERED that:
1. 	Respondent’s motion to dismiss the petition in this matter with prejudice
as moot be granted.
2. 	The motion of Willis to dismiss the petition in this matter with prejudice as
moot be granted.
I 	hereby 	FILE 	this 	initial 	decision 	with 	the 	COMMISSIONER 	OF 	THE
DEPARTMENT OF EDUCATION for consideration.

OAL DKT. NO. EDU 16782-16
7
This 	recommended 	decision 	may 	be 	adopted, 	modified 	or 	rejected 	by 	the
COMMISSIONER OF THE DEPARTMENT OF EDUCATION, who by law is authorized
to make a final decision in this matter. 	If the Commissioner of the Department of
Education does not adopt, modify or reject this decision within forty-five days and unless
such time limit is otherwise extended, this recommended decision shall become a final
decision in accordance with N.J.S.A. 52:14B-10.
Within thirteen days from the date on which this recommended decision was
mailed to the parties, any party may file written exceptions with the COMMISSIONER
OF THE DEPARTMENT OF EDUCATION, ATTN: 	BUREAU OF CONTROVERSIES
AND DISPUTES, 100 Riverview Plaza, 4th Floor, PO Box 500, Trenton, New Jersey
08625-0500, marked "Attention: Exceptions." A copy of any exceptions must be sent to
the judge and to the other parties.
June 30, 2017
DATE 	RICHARD McGILL, ALJ
Date Received at Agency: 	June 30, 2017
Date Mailed to Parties:
ljb