Raptor Technologies v. Procurement Policy Board

2026 UT App 153
THE UTAH C OURT OF APPEALS
R APTOR TECHNOLOGIES , LLC,
Petitioner,
v.
PROCUREMENT POLICY BOARD AND
U TAH S TATE BOARD OF EDUCATION ,
Respondents.
Opinion
No. 20260429-CA
Filed October 16, 2026
Original Proceeding in this Court
Mark O. Morris, Cameron J. Cutler, and
Brandon S. Fuller, Attorneys for Petitioner
Derek E. Brown and Steve Geary,
Attorneys for Respondents
JUDGE R YAN D. TENNEY authored this Opinion, in which
JUDGES GREGORY K. O RME and R YAN M. HARRIS concurred.
TENNEY, Judge:
¶1 	Raptor 	Technologies, 	LLC 	(Raptor) 	was 	one 	of 	four
vendors that was offered a contract from the Utah State Board of
Education (the Board of Education) to provide panic alert devices
and services to Utah school districts, as required by Utah law. As
part of the solicitation process, the Board of Education had
informed applicant vendors that any contract resulting from an
award would “include but not be limited to” the Board of
Education’s “Standard Terms and Conditions.” One of these
terms provided that a contractor “shall not use” the Board of
Education’s “name, logo, or endorsement (implied or actual) in
any advertising, marketing, or publicity materials without prior
written approval” from the Board of Education.

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¶2 	The Board of Education publicly announced its decision to
award Raptor and the three other vendors a contract. After Raptor
was offered the contract, but before the contract had been
executed, Raptor issued a press release informing Utah school
districts that it had been selected by the Board of Education to
provide its products and services to Utah school districts. This
press release also “commit[ted]” that Raptor would “enable
districts and charters choosing [Raptor’s] solution by April 1,
2026, to meet” the compliance deadline set by the legislature.
¶3 	Shortly after Raptor issued this press release, the Board of
Education rescinded its award to Raptor. Raptor protested the
decision, 	but 	the 	protest 	officer 	dismissed 	Raptor’s 	protest
without a hearing, thereby upholding the rescission. Raptor then
appealed 	to 	the 	procurement 	policy 	board, 	but 	that 	board
concluded that the protest officer’s decision was neither arbitrary
and capricious nor clearly erroneous.
¶4 	Raptor now seeks review in this court. For the reasons
articulated below, we decline to disturb the decision of the
procurement policy board.
BACKGROUND
The Statute
¶5 	In 2024, the legislature enacted Utah Code section 53G-8-
805, which provided that a local education agency “shall provide
a staff person in each classroom with a wearable panic alert device
that allows for immediate contact with emergency services or
emergency services agencies, law enforcement agencies, health
departments, and fire departments.” Utah Code § 53G-8-805(1)
(2024). The legislature later amended the statute, and in its current
form, the statute also provides that a local education agency “shall
ensure, 	before 	the 	school 	year 	begins, 	all 	school 	building

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personnel receive training on the protocol and appropriate use of
the panic alert device.” Id. § 53G-8-805(3) (2026).
The Solicitation and the Award
¶6 	In the fall of 2025, the Board of Education issued a Request
for Proposal (RFP) that solicited applications from “qualified
vendor[s]” to “provide wearable panic alert devices for public K–
12 schools in accordance with Utah Code § 53G-8-805” (the
Solicitation). The Solicitation included a section titled “Standard
Terms and Conditions (Exceptions and Negotiations),” which
provided that an applicant vendor could “take exception and/or
propose 	additional 	language 	to 	the 	Standard 	Terms 	and
Conditions that have been attached to this RFP,” and which
further provided that “[a]ny contract resulting from this RFP will
include but not be limited to the attached Standard Terms and
Conditions.” These terms and conditions included a clause (the
Publicity Clause) that read: “Contractor shall not use [the Board
of Education’s] name, logo, or endorsement (implied or actual) in
any advertising, marketing, or publicity materials without prior
written approval from” the Board of Education.
¶7 	Raptor is a company that specializes in school safety
technology. Raptor and twenty-six other vendors responded to
the Solicitation. In December 2025, the Board of Education issued
a public notification (the Award) stating that it had “determined
that the proposals submitted by” Raptor and three other vendors
“provide[d] the best value” and expressing its “intent to award a
contract” to these vendors.1 The Award specifically stated that the
1. We recognize that while we’ve labeled this notification as “the
Award,” the language we’ve quoted referred to an “intent to
award” a contract. But as detailed shortly, though the involved
parties understood that no contract had yet been formed, this
notification was still referred to as “the Award” in various places
in the record. We’ll follow suit.

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“awarded vendor(s) must not begin work, purchase materials, or
enter into subcontracts relating to the project until both the
recipient and the . . . Board of Education sign the contract or
receive an executed purchase order,” and it emphasized that
“receipt of” the Award did “not create or constitute a contract.”
The Award stated that vendors would “be contacted via phone or
email with the next steps.”
Raptor’s Communications with the Board of Education
¶8 	In mid-December—about a week after issuance of the
Award—Raptor sent an email to the Board of Education saying
that it had “already been contacted by a few districts in the State
for 	demos, 	but 	they 	[were] 	also 	asking 	about 	contractual
timelines, funding, etc.” Raptor asked whether the Board of
Education could “share anything about what” Raptor should “be
telling [its] clients to expect as next steps.” The Board of Education
responded 	the 	same 	day, 	telling 	Raptor 	that 	the 	Board 	of
Education needed to respond to a protest from one of the losing
vendors before Raptor and the Board of Education could proceed
with a contract. The Board of Education said that it would update
Raptor with “a timeline by early next week,” and it ended its
responsive email with the following: “Please note that services
cannot begin until the contract is fully executed.”
¶9 	Raptor sent another email to the Board of Education on
January 5, 2026, asking whether there was “any new timeline for
the contractual process.” Raptor again said that a few school
districts had contacted it “asking to start the demo/evaluation
process,” and Raptor said that while it was aware that it could not
“start the services,” it wanted “to make sure [it] could start the
sales process and inform school districts” that Raptor was “an
option for this project.” The Board of Education responded the
same day with the following: “Please note that we are still wading
through the [p]rotest process right now, which means we are
unable to move forward with contracts until” the pending protest

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was “resolved.” The Board of Education further said that it was
“hoping to have this achieved by early next week,” and it
informed Raptor that it would “reach out once” Raptor and the
Board of Education could “start working on the contracts.”
¶10 	Raptor contacted the Board of Education again on January
21, 2026, asking whether there were any updates. The Board of
Education wrote back the same day, responding, “We are SO
close! You should be hearing from [us] by Monday!”
The Press Release
¶11 	On February 3, 2026, and without having received any
further communication from the Board of Education, Raptor
issued a press release (the Press Release) on Business Wire with
the headline “Utah Selects Raptor Technologies for Statewide
Wearable Panic Alert Solution for K–12 Schools.”2 In the body of
the Press Release, Raptor said that it “ha[d] been selected by the
Utah State Board of Education . . . as an integrated panic alert
technology provider for public K–12 schools statewide.” Raptor
further said that “[t]hrough state funding, Utah public schools
[could] 	purchase 	Raptor’s 	comprehensive 	emergency
management platform,” and it noted that “[a]ccording to state
law, all public schools and charter schools must have a wearable
panic alert system in place by June 30, 2026.” Raptor then said that
“it [would] enable districts and charters choosing their solution
by April 1, 2026, to meet this compliance deadline.”
2. “Business Wire is an American company that disseminates full-
text 	press 	releases 	from 	thousands 	of 	companies 	and
organizations 	worldwide 	to 	news 	media, 	financial 	markets,
disclosure systems, investors, information web sites, databases,
bloggers, social networks and other audiences.” Business Wire,
Wikipedia, https://en.wikipedia.org/wiki/Business_Wire [https://
perma.cc/TV63-S962].

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The Rescission
¶12 	The Board of Education became aware of the Press Release
the day it was issued, and it quickly contacted Raptor expressing
some concerns. Raptor responded via email, explaining that it was
“eager to get this project started and [its] existing clients in the
State of Utah [were] even more eager,” and further stating that it
had 	made 	“some 	clarifying 	statements” 	through 	the 	Press
Release. Raptor apologized if the Press Release “caused any
issues,” asserting that this “was certainly not [Raptor’s] intent.”
The Board of Education responded that it was going to “meet[]
with state representatives to go over [a] clarifying message” that
would respond to the Press Release.
¶13 	On February 9, 2026, the Board of Education rescinded its
award to Raptor (the Rescission). The Rescission noted that under
the Utah Administrative Code (the Administrative Code) and the
Utah Procurement Code (the Procurement Code), “vendors were
required 	to 	meet 	certain 	requirements 	to 	be 	determined
responsive 	and 	responsible.”3 (Citing 	Utah 	Code 	§ 	63G-6a-
103(76)–(77).) It also noted that under Utah law, an “issuing
procurement unit may . . . reject any or all bids or proposal
responses . . . when it is in the best interests of the procurement
unit in accordance with the rules of the rulemaking authority.”
(Quoting Utah Code § 63G-6a-902(1).) And it further noted that
the Administrative Code allows a procurement official to cancel
an award when it is in the “best interest of the procurement unit.”
(Quoting Utah Admin. Code R133-109-106(1).)
¶14 	The Rescission then emphasized the language from the
Award stating that vendors must not begin work without a
contract and that receipt of the Award did not constitute a
3. The Administrative Code contains administrative rules and is
not codified in the Utah Code. The Procurement Code is set forth
in Utah Code sections 63G-6a-101 to -2507.

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contract. The Rescission also highlighted the terms and conditions
that were attached to the RFP, which included the Publicity
Clause quoted above. The Rescission asserted that the Press
Release 	had 	“provide[d] 	misleading 	information 	that 	ha[d]
caused confusion with potential End Users of the cooperative
contract and impacted the fairness of the procurement process.”
It reasoned that these actions had “caused serious concerns about
the ability to perform under a future contract and to effectuate a
successful relationship.” It accordingly concluded that it was “in
the best interest of [the Board of Education] to cancel the award to
[Raptor] and cease contract negotiations.”
The Protest
¶15 	A week later, Raptor—acting through its CEO rather than
through legal counsel—filed a formal protest to the Rescission
(the Protest). Other than referencing a statute that conferred
standing on Raptor, Raptor did not make any legal arguments
about why the Rescission might have been legally improper, nor
did it request a hearing. Raptor instead sought “to clarify the
context 	and 	communications 	between 	the 	Award 	and 	[the
Rescission], to apologize, and to seek a reversal of the Rescission.”
¶16 	In a “Summary of Facts” section, Raptor expressed its
understanding that “pre-sales activities would be permissible,
provided that Raptor did not begin providing services,” and it
further asserted that it had not “intend[ed]” the Press Release “to
be misleading.” In a “Standing & Grounds for Protest” section,
Raptor then “fully acknowledge[d] the reasons for the decisions
taken in the Rescission” and noted that while it “believe[d]” it had
a “reasonable basis for [its] actions[,] . . 	. [it] nevertheless
apologize[d] for issuing” the Press Release “without written
approval and for making any statements that may have been
misleading.” It indicated that it believed its product was “the right
product for Utah school districts” and that “Utah school districts
[would] be harmed by procuring devices that [did] not meet the

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same performance standards as [Raptor’s].” It said that if the
Rescission were “revers[ed],” Raptor would “endeavor to work
carefully with [the Board of Education] to follow all rules and
protocol[s], to be a valued partner and to help ensure the safety of
Utah school districts’ students and staff.”
The Protest Decision
¶17 	A protest officer (the Protest Officer) subsequently issued
a decision in which the Protest Officer “dismissed” the Protest
(the Protest Decision). The Protest Decision noted rule R33-116-
101a of the Administrative Code “requires that a protest include
a concise statement of the grounds upon which the protest is
made, supported by relevant facts and evidence, sufficient to
demonstrate that, if proven true, a legitimate legal basis for the
protest exists.” The Protest Decision further noted that the rule
provides that a protest “may not be based on vague, conclusory,
or unsupported assertions, nor on arguments that merely express
disagreement with an agency’s discretionary decision, claims of
comparative product superiority, or anticipated business harm to
the protestor.” The Protest Decision concluded that the Protest
“fail[ed] to state valid grounds for a protest under” rule R33-116-
101a, and it accordingly dismissed the Protest.
Raptor’s Appeal to the Procurement Policy Board
¶18 	Raptor, now acting through legal counsel, appealed the
Protest 	Decision 	to 	the 	Procurement 	Policy 	Board 	(the
Procurement Board). In its appeal, Raptor asserted that the Board
of Education “acted unreasonably in rescinding” the Award “and
determining without a hearing that it was purportedly not in [the
Board of Education’s] best interests to work with Raptor.” Raptor
advanced four arguments in its appeal, namely:

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• 	the Board of Education’s “reference to the terms and
conditions of an eventual contract” did “not provide a
reasonable basis for [the Board of Education’s] decision”
(emphasis omitted);
• 	the “absence of any objection” by the Board of Education
after Raptor had informed the Board of Education that it
planned to engage in pre-sales communications “estopped
[the Board of Education] from later objecting, including the
drastic step of a rescission”;
• 	the Board of Education’s cancellation of the Award, “based
on vague allegations that Raptor ‘misrepresented’ facts” in
the 	Press 	Release, 	“was 	also 	unreasonable 	and
unsupported,” particularly because (in Raptor’s view) the
Board of Education “did not and [could not] show that
anything set forth” in the Press Release “harmed [the
Board of Education’s] interests”; and
• 	“because Raptor’s protest set forth facts that, if true, would
establish a violation of the regulations governing rescission
of an award before contract, Utah Admin. Code R33-109-
106(1), the Protest Officer erred by dismissing the Protest
without a hearing under Utah Code § 63G-6a-1603(3)(c).”
¶19 	The Procurement Board subsequently issued a decision
determining that the Protest Officer’s dismissal of the Protest
without holding a hearing was neither arbitrary and capricious
nor clearly erroneous. The Procurement Board noted that Raptor’s
first argument had not been “presented to the Protest Officer,”
and it concluded that because the Procurement Board’s role was
“to evaluate whether the decision of the Protest Officer was
arbitrary and capricious, or clearly erroneous, . . . presenting new
arguments that were not presented to the Protest Officer” could
not “be the basis for the [Procurement Board]” to reverse such a
decision. The Procurement Board nevertheless decided the issue

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on the merits as well. The Procurement Board concluded that
while Raptor “correctly assert[ed] that it could not technically
‘breach’ an unexecuted contract, the RFP’s Standard Terms and
Conditions established the rules of conduct for this procurement,”
and the Procurement Board then concluded that “[b]y issuing a
press release in direct contravention of those known terms,
[Raptor] demonstrated behavior that provided a rational and
substantial basis for [the Board of Education] to determine that
canceling the award was in the ‘best interests’ of the procurement
unit.” (Quoting Utah Code § 63G-6a-902(1).)
¶20 	The Procurement Board also noted that Raptor’s second
and third arguments had not been made to the Protest Officer, and
because of this, it reasoned that the Protest Officer’s ruling could
not “be found to be arbitrary and capricious, or clearly erroneous”
on these bases. But it nevertheless noted in passing that “neither
of these new issues . . . constitute[d] facts and evidence that, if
true, would establish a valid protest reason.”
¶21 	With respect to Raptor’s fourth argument, the Procurement
Board concluded that “[e]ven accepting all allegations in [the
Protest] as true, and drawing all reasonable inferences in . . .
[Raptor’s] favor,” Raptor had “failed to state a claim upon which
relief [could] be granted.” The Procurement Board noted that the
Protest had “relied upon an argument that specifically is not
allowed” when it described its product as being better than
products from other vendors, and it concluded that this type of
statement did “not qualify as a concise statement of the grounds
for a protest.”
ISSUE AND STANDARD OF REVIEW
¶22 	Raptor challenges the Procurement Board’s determination
to uphold the Protest Officer’s decision to let the Rescission stand.
As set forth below, one of the bases for that determination—and

Raptor Technologies v. Procurement Policy Board
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the one we find dispositive—turned on the Procurement Board’s
interpretation of a statute. We review that interpretation “without
deference.” WellSky Corp. v. Procurement Policy Board, 2026 UT
App 12, ¶ 18, 586 P.3d 505 (quotation simplified).
ANALYSIS
¶23 	The Procurement Code sets forth a detailed process under
which 	a 	party 	that 	was 	“aggrieved 	in 	connection 	with 	a
procurement or an award of a contract” may file a protest with a
protest officer. Utah Code § 63G-6a-1602(1)(b). This process
requires a protestor to include in the protest “a concise statement
of the facts and evidence . . . leading the protestor to claim that the
protestor has been aggrieved in connection with a procurement
and providing the grounds for the protestor’s protest.” Id. § 63G-
6a-1602(4)(a)(ii). And the Procurement Code further provides the
following:
A protest may not be considered unless it contains
facts and evidence that, if true, would establish:
(i) a violation of this chapter or other applicable
law or rule;
(ii) the procurement unit’s failure to follow a
provision of a solicitation;
(iii) an error made by an evaluation committee
or conducting procurement unit;
(iv) a bias exercised by an evaluation committee
or an individual committee member, excluding
a bias that is a preference arising during the
evaluation 	process 	because 	of 	how 	well 	a
solicitation 	response 	meets 	criteria 	in 	the
solicitation;

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(v) a failure to correctly apply or calculate a
scoring criterion; or
(vi) 	that 	specifications 	in 	a 	solicitation 	are
unduly restrictive or unduly anticompetitive.
Id. § 63G-6a-1602(4)(b).
¶24 	The Procurement Code further provides that if a protest is
timely filed and is in other ways compliant, “the protest officer
shall” do one of three things:
(a) dismiss the protest without holding a hearing if
the 	protest 	officer 	determines 	that 	the 	protest
alleges facts that, if true, do not provide an adequate
basis for the protest;
(b) uphold the protest without holding a hearing if
the protest officer determines that the undisputed
facts of the protest indicate that the protest should
be upheld; or
(c) hold a hearing on the protest if there is a genuine
issue of material fact or law that needs to be
resolved in order to determine whether the protest
should be upheld.
Id. § 63G-6a-1603(3).
¶25 	The Procurement Code also contains a section setting forth
the appeals process that a protestor may utilize if a protest officer
has issued an unfavorable decision. Under its terms, “a protestor
may appeal to [the Procurement Board] a protest decision of a
procurement unit” by timely “filing a written notice of appeal.”
Id. § 63G-6a-1702(2). And a protestor “may not base an appeal of
a protest under this section on . . . (a) a ground not specified in the
person’s protest under [s]ection 63G-6a-1602; or (b) new or

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additional evidence not considered by the protest officer.” Id.
§ 63G-6a-1702(3).
¶26 	The Procurement Code then states that a protestor “who
receives an adverse decision” from the Procurement Board “may
appeal that decision” to this court. Id. § 63G-6a-1802(1)(a)(ii). And
it further provides that this court “may not overturn a finding,
dismissal, or decision” by the Procurement Board “unless the
finding, dismissal, or decision, is arbitrary and capricious or
clearly erroneous.” Id. § 63G-6a-1802(4)(c).
¶27 	Of some note, the Procurement Code makes it clear that the
analysis—at any level—must ultimately be focused on what was
included in the original protest. The Procurement Code provides
that a “protest may not be considered unless it contains facts and
evidence that, if true, would establish” one of the grounds listed
above. 	Id. 	§ 	63G-6a-1602(4)(b) 	(emphasis 	added). 	And 	this
requirement is also reflected elsewhere in the Procurement Code.
For example, when outlining a protest officer’s options after
receiving a protest, the statute requires the protest officer to
examine whether “the protest alleges facts that, if true, do not
provide an adequate basis for the protest,” id. § 63G-6a-1603(3)(a)
(emphasis added), as well as whether “the undisputed facts of the
protest indicate that the protest should be upheld,” id. § 63G-6a-
1603(3)(b) (emphasis added). Further, in the section governing
appeals 	to 	the 	Procurement 	Board 	from 	a 	protest 	officer’s
decision, the statute provides that an aggrieved party “may not
base an appeal of a protest” on “a ground not specified in the
person’s protest.” Id. § 63G-6a-1702(3)(a) (emphasis added).

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¶28 	In the Protest Decision here, the Protest Officer relied
entirely on Raptor’s “fail[ure] to state valid grounds for a protest”
as the basis for dismissing the Protest.4
¶29 	In challenging that decision before this court, Raptor
advances several arguments. First, it argues that it was not
required to articulate a legal ground for reversing the Rescission
in the Protest. Second, Raptor argues that even if it was required
to do so, it complied with that obligation. Third, Raptor argues
that, at minimum, it was entitled to a hearing. Finally, Raptor
seems to argue that because the Procurement Board reached the
merits 	of 	its 	arguments, 	we 	should 	too. 	We 	address 	each
argument in turn.
¶30 	First, Raptor argues that it “was not obligated to set forth
the legal theory for its claim in the Protest” because “a factual
basis, as opposed to fully formed legal arguments, is all the statute
required Raptor to provide.” We disagree.
¶31 	“Our procedures for interpreting statutes and rules are the
same: We do so according to our general rules of statutory
construction.” Ross v. Ross, 2019 UT App 104, ¶ 10, 447 P.3d 104
(quotation simplified). “We interpret the relevant provisions
according to their plain language, seeking to give effect to the
intent of the body that enacted the statute or promulgated the
rule, and we read the language in light of its linguistic, structural,
and 	statutory 	context.” 	Id. 	(quotation 	simplified). 	“When
interpreting a statute, we do not view the operative statutory
4. The Protest Officer relied on the Administrative Code as
support for this decision, and that code includes the same
substantive 	requirements 	as 	those 	we’ve 	outlined 	from 	the
Procurement Code. Compare Utah Admin. Code R33-116-101a(2),
with Utah Code § 63G-6a-1602(4)(b). Raptor has not asserted any
error based on the Protest Officer’s reliance on the Administrative
Code rather than the Procurement Code.

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language in isolation.” Anderson v. Utah Dep’t of Com., 2025 UT 19,
¶ 15, 572 P.3d 373. Rather, we “read the plain language of the
statute as a whole, interpreting its provisions in harmony with the
other portions of the statute.” State v. Mooers, 2017 UT 36, ¶ 7, 424
P.3d 1 (quotation simplified).
¶32 	Here, Utah Code section 63G-6a-1602(4)(a) specifically
states that a protest must include “a concise statement of the facts
and evidence . . . providing the grounds for the protestor’s protest.”
Utah Code § 63G-6a-1602(4)(a)(ii)(A) (emphasis added). And the
Administrative 	Code—which 	Raptor 	does 	not 	argue 	is
inapplicable or somehow not controlling—similarly requires a
protest to include a “concise statement of the grounds upon which
the protest is made.” Utah Admin. Code R33-116-101a(2). This
same requirement is reflected in other related provisions of the
Procurement Code as well. Utah Code section 63G-6a-1702(3)(a)
states that a protestor may not base an appeal of a protest on “a
ground not specified in the [protestor’s] protest.” (Emphasis
added.) And Utah Code section 63G-6a-1802(3) states that a
protestor “appealing a dismissal, decision, or protest under this
section may not base the appeal on a ground not specified in the
proceeding from which the appeal is taken.” (Emphasis added.)
¶33 	In our view, the term “ground” in these various provisions
is properly understood as referring to a legal ground. Where a
statutory term is not defined, the “dictionary definition of a term
is a starting point in determining a term’s meaning.” Johnson v.
Department of Com., 2023 UT App 152, ¶ 7 n.1, 542 P.3d 104 (per
curiam) (quotation simplified). And in a general sense, the term
“ground” is commonly understood as referring to “a reason,
cause, or argument.”5
5. Ground, Cambridge Dictionary, https://dictionary.cambridge.org
/us/dictionary/english/ground [https://perma.cc/A5JZ-DT7E].

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¶34 	In considering the precise meaning of this term here, we
note 	that many 	of 	the 	statutes and 	rules we’ve 	referenced
separately refer to “facts and evidence” as opposed to the
“grounds.” For example, the Procurement Code requires a protest
to include a “statement of the facts and evidence . . . providing the
grounds 	for 	the 	protestor’s 	protest.” 	Utah 	Code 	§ 	63G-6a-
1602(4)(a)(ii). The Administrative Code provides that a “concise
statement of the grounds for a protest must include the relevant
facts and 	evidence 	leading 	the 	protestor to 	contend 	that 	a
grievance has occurred,” and it then includes a list of several
possible grounds, all of which refer to some form of legal error.
Utah 	Admin. 	Code 	R33-116-101a(2)(a). 	Further, 	the
Administrative Code separately requires the “‘Relevant Facts and
Evidence’ as referred to in Section 63G-6a-1602” to be “specific
enough to enable” the protest officer “to determine, if such facts
and evidence are proven to be true, whether a legitimate basis for
the protest exists.” Id. R33-116-101a(2)(b).
¶35 	The surplusage canon provides that, “if possible, every
word and every provision of a statute is to be given effect,” and
this “canon rests on the presumption that the legislature did not
intend to adopt a nullity.” Croft v. Morgan County, 2021 UT 46,
¶ 32, 496 P.3d 83 (quotations simplified). Applying this canon
here, we assume that when the legislature—or, in the case of the
Administrative Code, the rulemakers—separately required both
a statement of the “facts and evidence” and a statement of the
“grounds,” these provisions are naturally understood as referring
to different things. By contrast, if we adopted Raptor’s view that
it was only required to provide a statement of relevant facts and
evidence that could in theory support some unidentified legal
argument, then the separate references to “grounds” in these
provisions would essentially become nullities.
¶36 	We also believe that holding otherwise would create
absurdities. As noted, Utah Code section 63G-6a-1602(4)(b) sets
forth six legal bases under which a procurement decision can be

Raptor Technologies v. Procurement Policy Board
20260429-CA 	17 	2026 UT App 153
reversed. One of them is that the decision “violat[ed]” either a
provision of the Procurement Code or some “other applicable law
or 	rule.” 	Utah 	Code 	§ 	63G-6a-1602(4)(b)(i). 	If 	Raptor 	were
correct—i.e., that a protestor has no obligation other than to allege
facts—this would mean that the protest officer would have to take
the alleged facts and then independently determine whether they
could require reversal under any “applicable law or rule.” Id. This
interpretation would thus essentially require the protest officer to
independently scour the entirety of the Procurement Code and
the Administrative Code in search of a statute or rule that might
have been violated. Not only would this be unwieldy, but it
would put the protest officer in the role of advocate. We see no
basis for concluding that this is what the legislature or rulemakers
contemplated.
¶37 	For these reasons, we conclude that the term “grounds” in
these provisions refers to the legal basis upon which the protestor
is seeking relief. In most cases in which the protestor’s grievance
is that some “applicable law or rule” has been violated, we would
expect that this would include, at a minimum, a citation to the
statute or regulation that the protest is relying on. But while we
leave open the possibility that a protestor might be able to comply
with this obligation without providing a specific citation, we think
this would be a decidedly rare instance. In such circumstances, we
think the protest would need to include a clear assertion that not
only provides a substantive rationale for reversal, but also plainly
directs the protest officer to the particular legal basis upon which
the protestor is seeking relief.
¶38 	Second, recognizing the possibility that we might view the
controlling legal schemes this way, Raptor argues that the Protest
did indeed “state a claim” that the Recission violated Utah law.
We disagree.
¶39 	As noted, the Procurement Code provides that an “issuing
procurement unit may . . . reject any or all bids or proposal

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20260429-CA 	18 	2026 UT App 153
responses, in whole or in part, as may be specified in the
solicitation, when it is in the best interests of the procurement unit
in accordance with the rules of the rulemaking authority.” Id.
§ 63G-6a-902(1); see also Utah Admin. Code R33-109-106(1) (“After
an award is made, but before the execution of a contract or
purchase order, the procurement official may cancel an award
when it is in the best interest of the procurement unit or other
allowable reasons under Utah Procurement Code in accordance
with Sections 63G-6a-102, 63G-6a-902, and 63G-6a-903.”). The
Administrative Code further provides that a “determination by
the procurement official shall be made by applying the reasonable
person standard to determine if the actions of a person involved
in the procurement process would cause a reasonable person to
conclude 	that 	the 	person 	has 	acted 	in 	violation 	of” 	the
Procurement 	Code 	or 	the 	relevant 	provisions 	of 	the
Administrative Code. Utah Admin. Code R33-101-103(2)(b)(i).
And the Administrative Code then defines the “Reasonable
Person Standard” as “an objective test to determine if a reasonably
prudent person who exercises an average degree of care, skill, and
judgment would be justified in drawing the same conclusions
under the same circumstances or having knowledge of the same
facts.” Id. R33-101-101(2)(t).
¶40 	Raptor 	argues 	that 	“[a]pplying 	these 	standards 	here
requires reversal” because the Protest “establishe[d] a genuine
dispute over whether a reasonable person could conclude that
cancelling Raptor’s Award was in [the Board of Education’s] best
interests.” But we see no place where Raptor said anything like
this in the Protest itself.
¶41 	In the Protest, Raptor sought “to clarify the context and
communications between the Award and [the Rescission], to
apologize, and to seek a reversal of the Rescission.” Raptor “fully
acknowledge[d] 	the 	reasons 	for 	the 	decisions 	taken 	in 	the
Rescission,” and it said that while it “believe[d]” it had a
“reasonable 	basis 	for 	[its] 	actions[,] 	. 	. 	. 	[it] 	nevertheless

Raptor Technologies v. Procurement Policy Board
20260429-CA 	19 	2026 UT App 153
apologize[d] for issuing” the Press Release “without written
approval and for making any statements that may have been
misleading.” It then sought to assure the Protest Officer (and, by
extension, the Board of Education) that if the Rescission were
reversed, it would “endeavor to work carefully” with the Board
of Education “to follow all rules and protocol, to be a valued
partner and to help ensure the safety of Utah school districts’
students and staff.” In this sense, Raptor sought to excuse its
conduct, apologize for it, and ask for mercy and a chance to be
better in the future.
¶42 	But 	in 	so 	doing, 	Raptor 	never 	cited 	the 	statutes 	or
controlling standards that it now argues the Protest Officer should
have applied to the Protest. Nor, for that matter, did it argue in
substance that under Utah law, the Rescission must be reversed
because no reasonable person could conclude that it was in the
best interest of the Board of Education to rescind the Award. For
these reasons, Raptor’s argument on this point fails.
¶43 	Third, Raptor argues that, at minimum, it was entitled to a
hearing. But we again disagree.
¶44 	As noted, the Procurement Code requires a protest officer
to take one of the following three options:
(a) dismiss the protest without holding a hearing if
the 	protest 	officer 	determines 	that 	the 	protest
alleges facts that, if true, do not provide an adequate
basis for the protest;
(b) uphold the protest without holding a hearing if
the protest officer determines that the undisputed
facts of the protest indicate that the protest should
be upheld; or

Raptor Technologies v. Procurement Policy Board
20260429-CA 	20 	2026 UT App 153
(c) hold a hearing on the protest if there is a genuine
issue of material fact or law that needs to be
resolved in order to determine whether the protest
should be upheld.
Utah Code § 63G-6a-1603(3). Interpreting this provision, we have
recently concluded that subsection (a) “limits the protest officer’s
examination to the allegations made by the protestor; it does not
appear to allow for consideration of the actual evidence in the
case.” WellSky Corp. v. Procurement Policy Board, 2026 UT App 12,
¶ 23, 586 P.3d 505. Subsection (c), on the other hand, “calls to mind
the trial that must be held, in district court, if summary judgment
is not warranted under rule 56,” but
this action is not identical to the denial-of-summary-
judgment procedure; indeed, under the terms of the
relevant statute, subsection (c) is the only subsection
available to a protest officer if the officer assesses the
evidence and finds the facts (as opposed to the
allegations 	made)—whether 	disputed 	or 	not—
preclude a ruling in the protestor’s favor.
Id. ¶ 25 (emphasis in original).
¶45 	Here, the Protest alleged facts that, even if true, “do not
provide an adequate basis for the protest,” Utah Code § 63G-6a-
1603(a), and this is so because Raptor did not set forth any legal
basis for relief. Because of this, no hearing was required.6
6. Contrary to Raptor’s assertion, our decision in WellSky Corp. v.
Procurement Policy Board, 2026 UT App 12, 586 P.3d 505, does not
hold 	otherwise. 	In 	WellSky, 	we 	held 	that 	a 	protest 	was
“prematurely dismissed because no hearing was held.” Id. ¶ 33.
But in the protest at issue in that case, the protestor had cited three
(continued…)

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20260429-CA 	21 	2026 UT App 153
¶46 	As a final matter, we note that while the Procurement
Board expressly accepted the Protest Officer’s conclusion that
Raptor had not articulated its legal arguments in the Protest, the
Procurement Board also addressed the merits of several of them
anyway. Though a touch unclear, Raptor arguably contends that
the Procurement Board’s decision to address the merits allows
Raptor to ask for reversal on these same legal grounds here, and
both parties have addressed the merits of these arguments in their
briefs. To the extent that this assertion is before us, we reject it.
¶47 	Again, the Procurement Code states that a protestor “may
not base an appeal of a protest” to the Procurement Board on “a
ground not specified in the [protestor’s] protest” or on “new or
additional evidence not considered by the protest officer.” Id.
§ 63G-6a-1702(3). 	In 	its 	decision, 	the 	Procurement 	Board
acknowledged that Raptor had presented it with “new arguments
that were not presented to the Protest Officer,” and it correctly
concluded that those new arguments could not “be the basis for”
it “to find that the Protest Officer’s decision was arbitrary and
capricious, or clearly erroneous.”
statutory grounds for relief under the Procurement Code, id. ¶ 26,
and it had then made factual allegations that, if true, would have
provided “an adequate basis for a protest under the governing
statutes,” id. ¶ 27. Because of this, we concluded that the protest
officer’s reliance on Utah Code section 63G-6a-1603(3)(a) “wasn’t
a 	viable 	option,” 	id., 	so 	we 	remanded 	the 	matter 	to 	the
administrative agency with directions to hold a hearing on the
pending factual questions, id. ¶ 33. By contrast, and as we’ve
explained above, the Protest at issue here did not cite a statute or
articulate a clear legal basis for relief. Instead, it essentially
functioned as an apology letter and a request for a second chance.
This case is thus readily distinguishable from WellSky because
subsection (a) applies squarely here.

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20260429-CA 	22 	2026 UT App 153
¶48 	Although 	the 	Procurement 	Board 	also 	addressed 	the
merits of these arguments, we view this decision as constituting
something akin to providing an alternate basis for affirmance. But
when a lower court (or, in this case, an administrative agency)
offers alternative bases for its decision, this doesn’t foreclose a
reviewing court from subsequently affirming on just a single
ground alone. Cf. Turpin v. Valley Obstetrics & Gynecology, 2021 UT
App 12, ¶ 27, 482 P.3d 831 (“When reviewing a decision made on
one ground, we have the discretion to affirm the judgment on an
alternative ground if it is apparent on the record.” (quotation
simplified)). And this is particularly so in this instance where,
again, the statutory scheme is clear enough. For the reasons we’ve
articulated, a protest must set forth both facts and a legal ground
for reversal, and the Procurement Board then reviews the decision
of the protest officer and can only consider what was included in
the protest. Utah Code § 63G-6a-1702(3).
¶49 	As discussed, however, the Protest did not include a legal
ground for reversal. For this reason alone, we conclude that the
Protest Officer correctly rejected the Protest, and we have no need
to separately address the substantive arguments that Raptor
made for the first time in its appeal to the Procurement Board.
CONCLUSION
¶50 	For the reasons set forth above, we decline to disturb the
Procurement Board’s decision upholding the dismissal of the
Protest.