Raptor Technologies v. Procurement Policy Board

2026 UT App 153 THE UTAH COURT OF APPEALS RAPTOR TECHNOLOGIES, LLC, Petitioner, v. PROCUREMENT POLICY BOARD AND UTAH STATE 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 RYAN D. TENNEY authored this Opinion, in which JUDGES GREGORY K. ORME and RYAN 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.  Raptor Technologies v. Procurement Policy Board ¶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 ¶3 Shortly after Raptor issued this press release, the Board of Education rescinded its award to Raptor.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 20260429-CA 2 2026 UT App 153  Raptor Technologies v. Procurement Policy Board 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. 20260429-CA 3 2026 UT App 153  Raptor Technologies v. Procurement Policy Board “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 20260429-CA 4 2026 UT App 153  Raptor Technologies v. Procurement Policy Board 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]. 20260429-CA 5 2026 UT App 153  Raptor Technologies v. Procurement Policy Board 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. 20260429-CA 6 2026 UT App 153  Raptor Technologies v. Procurement Policy Board 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 20260429-CA 7 2026 UT App 153  Raptor Technologies v. Procurement Policy Board 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: 20260429-CA 8 2026 UT App 153  Raptor Technologies v. Procurement Policy Board • 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 20260429-CA 9 2026 UT App 153  Raptor Technologies v. Procurement Policy Board 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 20260429-CA 10 2026 UT App 153  Raptor Technologies v. Procurement Policy Board 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; 20260429-CA 11 2026 UT App 153  Raptor Technologies v. Procurement Policy Board (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 20260429-CA 12 2026 UT App 153  Raptor Technologies v. Procurement Policy Board 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). 20260429-CA 13 2026 UT App 153  Raptor Technologies v. Procurement Policy Board ¶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. 20260429-CA 14 2026 UT App 153  Raptor Technologies v. Procurement Policy Board 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]. 20260429-CA 15 2026 UT App 153  Raptor Technologies v. Procurement Policy Board ¶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 20260429-CA 16 2026 UT App 153  Raptor Technologies v. Procurement Policy Board 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 20260429-CA 17 2026 UT App 153  Raptor Technologies v. Procurement Policy Board 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 20260429-CA 18 2026 UT App 153  Raptor Technologies v. Procurement Policy Board 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 20260429-CA 19 2026 UT App 153  Raptor Technologies v. Procurement Policy Board (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…) 20260429-CA 20 2026 UT App 153  Raptor Technologies v. Procurement Policy Board ¶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