Hartford Fire Insurance Co. v. United States (254 F. Supp. 3d 1333, 2017)

OPINION

Katzmann, Judge:

This case concerns a surety company that issued bonds to multiple importers to cover duties imposed, under the United States’ customs laws, on entries of the importers’ goods into the national commerce. Despite billing the importers premium on these bonds, and accepting premium as to each bond, the surety now challenges the United States Customs agency’s demands for payments on the bonds. The surety alleges that, for a variety of reasons, defects in each of the bond forms at issue in this case void those bonds, nullifying Customs’ charges and releasing the surety from the obligations it assumed under the bonds. The United States Government, on behalf of Customs, opposes these contentions, and argues that the bonds are valid, and that sovereign immunity bars the surety’s defensive theory that its obligations are discharged because its suretyship rights have been impaired.

Before the court are plaintiff Hartford Fire Insurance Company’s (“Hartford”) motion for summary judgment, in which it seeks refund of $2.2 million paid to United States Customs and gorder Protection (“Customs”) upon demands on sixty-one Single Entry Bonds (“SEBs” or “bonds”), and Defendant United States’ (or “the Government”) cross-motion for summary judgment. See Pl.’s Mem. in Supp. of the Mot. for Summ. J., July 15, 2016, ECF No. 67 (“Pl.’s Br.”); Def.’s Mem. in Supp. of the Cross Mot. for Summ. J., Nov. 3, 2016, ECF No. 92 (Def.’s Br.”). The court holds that the bonds at issue are valid, and that while the United States has waived sovereign immunity as to the defensive theory of impairment of suretyship rights in the context of cases contesting the denial of a protest, Hartford’s claim in that respect fails.

Hartford is the undisputed surety on these SEBs, which insured several entries, imported on or about December 1, 2003 through December 31, 2006, previously subject to antidumping duty orders. Liquidation on the entries was suspended during the course of various relevant administrative reviews. Following the conclusion of those reviews Customs made demands on the resulting import duties, but the importers in each case failed to pay. Thus during 2007 and 2008, Customs demanded that Hartford perform on the SEBs. Hartford protested Customs’ demands pursuant to 19 U.S.C. § 1514(a)(3) (2006), which Customs denied in each case. Hartford paid Customs in satisfaction of the demands and commenced various lawsuits before the Court of International Trade pursuant to 28 U.S.C. § 1581(a) (2006), eventually consolidated into the thirty-count complaint central to this test case. Hartford seeks, inter alia, that its payments of Customs’ demands be refunded with interest as allowed by law. See 28 U.S.C. §§ 2643-2644.

UNDISPUTED FACTS

Per USCIT Rule 56.3, Hartford and the Government submitted separate statements of material facts and responses thereto. See Statement of Material Facts as to Which no Genuine Issue Exists, July 15, 2016, ECF No. 67 (“Pl.’s Facts”); Def.’s Resp. Pl.’s Statement of Material Facts as to Which no Genuine Issue Exists, Nov. 3, 2016, ECF No. 92 (“Def.’s Resp. Facts”); Def.’s Statement of Material Facts as to Which no Genuine Issue Exists, Nov. 3, 2016, ECF No. 92 (“Def.’s Facts”); Pl.’s Resp. Def.’s Statement of Material Facts as to Which no Genuine Issue Exists, Feb. 6, 2017, ECF No. 101 (“Pl.’s Resp. Facts”). The following facts are not in dispute.

A customs bond or other security is required in order to import merchandise into the United States. Def.’s Facts ¶ 3; PL’s Resp. Facts ¶ 3. One permissible type of bond is an SEB, which covers a single import transaction. See generally 19 C.F.R. Part 113. Prior to release of imported merchandise into the commerce of the United States, the importer, or a customs house broker acting as the agent of the importer, must submit the SEB to Customs for approval. PL’s Facts ¶ 4; Def.’s Resp. Facts ¶ 4. Customs, in accepting SEBs, requires that they be submitted to the agency in writing on Customs Form (“CF”) 301. PL’s Facts 112; Def.’s Resp. Facts ¶ 2; Def.’s Facts ¶ 2; PL’s Resp. Facts ¶2. The SEBs are submitted to Customs as part of an entry package, which also includes a Customs Form 7501, the Entry Summary, and may include a Customs Form 3461, the Entry/Immediate Delivery form. Def.’s Facts ¶ 4; PL’s Resp. Facts ¶ 4.

This consolidated action involves sixty-one SEBs submitted to Customs through various ports, for shipments entered during the period of December 1, 2003, through December 31, 2006. Def.’s Facts ¶ 5; PL’s Resp. Facts ¶ 5. Hartford, a surety company, was the surety for these SEBs. Consolidated Complaint ¶¶ 3, 7, 34, 47, 59, 71, 84, Jan. 13, 2012, ECF No. 32 (“Compl.”); PL’s Facts ¶ 1; Def.’s Resp. Facts ¶ 1; Def.’s Facts ¶ 1; PL’s Resp. Facts ¶ 1. During the operative period, ■ Hartford’s customs bond business was administered by its General Agent, James Gorman Insurance, Inc. (“JGII”), and JGII’s president, James M. Gorman. Def.’s Facts ¶ 6; PL’s Resp. Facts ¶ 6. The relationship between JGII and Hartford was set forth in a General Agency Agreement that was entered into on or about September 4, 2002, and renewed on or about September 3, 2004. Def.’s Facts ¶ 8; Pl.’s Resp. Facts ¶ 8; Def.’s Ex. 10 (“GAA”). Hartford terminated the GAA with JGII in 2008, and no longer actively markets Customs bonds. Def.’s Facts ¶ 22; Pl.’s Resp. Facts ¶ 22.

The physical SEBs at issue were originally printed by Hartford’s vendor and mirrored the standard Customs Form 301, comprising five parts with different colors: Part 1, the original bond submitted to Customs, which was white; Part 2, the Surety’s Copy, which was blue; Part 3, the Principal’s Copy, which was yellow; and Parts 4 and 5, two Brokers’ Copies. Pl.’s Ex. F (“CF 301”); Def.’s Facts ¶¶ 24-26; Pl.’s Resp. Facts ¶¶ 24-26. These SEBs were designed to allow information written thereon to transfer via carbonless chemical process from the top Part 1 original through to the bottom Part 5 copy. Def.’s Facts ¶27; PL’s Resp. Facts ¶27. Hartford had its printing vendor preprint Hartford’s surety address on all five parts, but Gorman’s signature, as Hartford’s attorney-in-fact, and Hartford’s corporate seal, only appeared on the Part 1 original submitted to Customs. Def.’s Facts ¶ 28; PL’s Resp. Facts ¶ 28. Gorman also requested that Hartford have its commercial printing vendor imprint a seven-digit unique identifying number preceded by the letters “SEB” on the lower left hand margin of all preprinted Hartford bonds. Def.’s Facts ¶ 30; PL’s Resp. Facts ¶ 30. Hartford kept track of these unique identifying numbers. Def.’s Facts ¶ 33; PL’s Resp. Facts ¶ 33.

JGII distributed the Hartford SEBs to retail insurance brokers, from whom importers, or customs brokers on behalf of importers, obtained them. Def.’s Facts ¶ 23; PL’s Resp. Facts ¶ 23. Under the GAA, JGII had a duty to maintain complete. copies of all bonds, the term “complete copies” meaning a fully executed copy of the original that was submitted to Customs. Def.’s Facts ¶¶ 13, 14; PL’s Resp. Facts ¶¶ 13, 14; GAA at Art. VII. The customs brokers, or importers, were responsible for completing the bonds by providing the importer’s information. Def.’s Facts ¶ 31; PL’s Resp. Facts ¶ 31. Gorman was responsible for premium billing duties, premium collecting duties, premium accounting duties, and possessed limited underwriting authority with regard to customs bonds issued by JGII for which Hartford was surety. Def.’s Facts ¶ 9; Pl.’s Resp. Facts ¶¶ 9, 12; GAA at Arts. I, II. Gorman maintained a list of hundreds of customs brokers he had approved for the use of the retail insurance brokers beneath him. Def.’s Facts ¶ 39; Pl.’s Resp. Facts ¶ 39. As part of the process of billing customs brokers and importers for premiums on these bonds, JGII generally reviewed the blue surety copy of the multiform CF 301, provided by the retail insurance brokers. Def.’s Facts ¶¶ 32, 42; PL’s Resp. Facts ¶¶ 32, 42. Gorman testified that during the operative time period, Hartford charged the importer principals $25 per every $1,000 the SEBs covered. Def.’s Ex. 8, Deposition of James M. Gor-man (“Gorman Dep.”) at 125-29.

Gorman had instructed the customs brokers to complete the bonds in accordance with the applicable federal regulations, but never stopped doing business with a given customs broker because of the broker’s failure to complete bonds correctly. Def.’s Facts ¶¶41, 47; PL’s Resp. Facts ¶¶41, 47. On occasion, Gorman would discover a pattern of specific error common to multiple Hartford SEBs issued by a given customs broker, and would call the customs broker to complain about the manner in which they were completing the bond. Def.’s Facts ¶ 43; PL’s Resp. Facts ¶ 43. Gorman would also on occasion alert Hartford’s Account Representative, Raymond MacMath, if he had noticed a pattern of error common to SEBs issued by a given broker. Def.’s Facts ¶ 44; PL’s Resp. Facts ¶ 44. The representative in turn advised Gorman that it was not his responsibility to inform Customs of errors on bonds that the agency had accepted. Def.’s Facts ¶ 45; PL’s Resp. Facts ¶ 45. Therefore Hartford billed premium on such bonds even if a pattern of error common to bonds issued by a given customs broker were noticed. Def.’s Facts ¶ 43; PL’s Resp. Facts ¶ 43. Hartford billed and was paid premiums for all the bonds at issue in this action. Def.’s Facts ¶ 21; PL’s Resp. Facts ¶ 21.

PROCEDURAL HISTORY

The sixty-one SEBs initially at issue cover transactions made on behalf of five different importers, who are also principals on their respective bonds: FastTrack Merchants, Inc. (“FastTrack”), whose five bonds are associated with the Consolidated Complaint Appendix 1 entries; Jinfu Trading (USA), Inc. (“Jinfu”), whose two bonds are associated with the Consolidated Complaint Appendix 2 entries (“Jinfu I bonds”) and whose forty-five bonds are associated with the Consolidated Complaint Appendix 3 entries (“Jinfu II bonds”); Farmland Food Trade, Inc. (“Farmland”), whose six bonds are associated with the Consolidated Complaint Appendix 4 entries; New Century Furniture Manufacturer, Inc. (“New Century”), whose two bonds are associated with the Consolidated Complaint Appendix 5 entries; and SCS Marketing, Inc. (“SCS”), whose one bond is associated with the Consolidated Complaint Appendix 6 entry.

Each of the sixty-one entries associated with an SEB at issue was liquidated by Customs pursuant to an applicable anti-dumping duty order. Customs demanded payment of duties from the importers, who failed to pay either the antidumping duties assessed on the imports or any interest that had accrued thereon. Compl. ¶¶ 9-11, 36-38, 49-51, 61-63, 73-75, 86-88. Customs therefore sent demand letters to Hartford for payment on the SEBs securing their respective imports. Compl. ¶¶ 12, 39, 52, 64, 76, 89; Def.’s Facts ¶ 48; Pl.’s Resp. Facts ¶ 48. After receiving the formal demands from Customs, Hartford made a Freedom of Information Act (“FOIA”) request to the agency, seeking any and all entry documents associated with the underlying entry, including any SEBs submitted to Customs at the time of the entry. Compl. ¶¶ 13, 40, 53, 65, 77, 90. In response, Customs sent Hartford the entry documents associated with each entry, including photocopies of the relevant SEBs, CFs 7501, and, where present, CFs 3461. Compl. ¶¶ 14, 41, 54, 66, 78, 91. Hartford timely protested the demands for payment on the SEBs, and Customs denied Hartford’s protests thereafter. Compl. ¶¶ 31, 44, 56, 68, 81, 93; Def.’s Facts ¶ 49; PL’s Resp. Facts 49. Hartford then timely paid all charges, fees, and interest demanded by Customs on the bonds. Compl. ¶¶ 32, 45, 57, 69, 82, 94. Having done so, Hartford filed suit before this court to contest the denial of each protest. Def.’s Facts ¶ 49; PL’s Resp. Facts ¶ 49.

Hartford brought suit in its lead case on March 13, 2009. Summons, ECF. No. 1. Hartford moved to consolidate several cases posing essentially identical issues, and to file a consolidated complaint, on January 12, 2012. ECF. No. 30. The next day, Hartford’s motion was granted, ECF No. 31, and Hartford’s Consolidated Complaint was deemed filed. Compl. The Government answered on March 27, 2012. ECF No. 35. On June 28, 2012, Hartford, with the Government’s consent, moved to designate the lead case, Consol. Court No. 09-00122, as a test case, under which would be suspended dozens of similar actions containing at least one of the various “bond defect” arguments raised in the lead case. ECF No. 39. The court granted that motion on July 2, 2012. ECF No. 40.

Hartford filed its motion for summary judgment on July 15, 2016. Hartford now challenges in its motion for summary judgment Customs’ demands for payment on the grounds that the SEBs are void due to their noncompliance with certain federal regulations controlling the bonding process under 19 C.F.R. § 113. Alternately, Hartford argues that even if the SEBs remain valid under the Part 113 regulations despite these facial defects, many of the bonds are nonetheless void under traditional concepts of contract law. Finally, Hartford argues that Customs, by accepting SEBs that do not comply with the regulatory regime, has impaired Hartford’s suretyship rights against the defaulted importers, and thus Hartford is discharged from its suretyship obligations.

The Government cross-moved for summary judgment on November 3, 2016. The Government argues first that the court lacks jurisdiction over all forty-five Appendix 3 Jinfu II bonds, because Hartford did not raise its instant arguments in its underlying protest as to the charges on those bonds, and, separately, over two bonds, because Hartford failed to pay the total amount demanded by Customs on each pursuant to 28 U.S.C. § 2637. In the event the court possesses jurisdiction over those bonds, and as to the remaining SEBs, the Government argues that technical deficiency on the face of a bond does not void the instrument, as the required paperwork for each import transaction provides the absent information, or establishes a contract between the surety and the principal. The Government argues also that the doctrine of sovereign immunity bars Hartford’s claim against the United States for impairment of its suretyship rights.

On November 18, 2016, after the passing of the assigned judge, the case was reassigned to a new judge pursuant to 28 U.S.C. § 253(c) and USCIT Rule 77(e)(4). Order of Reassignment, ECF No. 94. Hartford filed its reply in support of its own motion, and response to the Government’s cross-motion, on February 6, 2017. ECF No. 100 (“PL’s Reply”). The Government filed its reply on March 2, 2017. ECF No. 104 (“Def.’s Reply”). The court issued to parties on May 25 and June 13, 2017, letters containing questions to be answered and discussed during oral argument. ECF Nos. 107, 108. Oral argument was held before the court on June 20, 2017. ECF No. 110.

DISCUSSION

JURISDICTION AND STANDARD OF REVIEW

Customs’ demands against Hartford as surety on the SEBs at issue in this case constitute protestable “charges or exac-tions of whatever character within the jurisdiction of the Secretary of the Treasury” under 19 U.S.C. § 1514(a)(3) and accordingly are subject to review under 28 U.S.C. § 1581(a). Hartford has standing to bring this action pursuant to 28 U.S.C. § 2631(a). Jurisdiction over this timely filed action is thus proper under 28 U.S.C. § 1581(a). The court reviews denied protests de novo “upon the basis of the record made before the court.” See 28 U.S.C. § 2640(a)(1).

As noted, both parties have moved for summary judgment. Summary judgment is appropriate “if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.” Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986); see USCIT Rule 56(a). The standard does not require that no facts be in dispute, as “[ojnly disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986).

The movant bears the burden of demonstrating that there exists no genuine issue of material fact that would warrant a trial. Adickes v. S.H. Kress & Co., 398 U.S. 144, 157, 90 S.Ct. 1598, 26 L.Ed.2d 142 (1970). Meanwhile, the evidence must be considered in a light most favorable to the non-moving party. Id.

ISSUES

I. Whether the Court Possesses Jurisdiction over the Forty-Five SEBs Associated with Hartford’s Appendix 3 Entries

The Government argued that the court does not possess jurisdiction over the forty-five Appendix 3 Jinfu II bonds, because Hartford did not assert in the underlying protest, No. 2704-07-101317, the arguments that it asserts before this court, namely, that the bonds were not signed by the principal or the principal’s agent or that the bonds are void by virtue of any facial defects. Def.’s Br. at 11-13; see Def.’s Ex. 13 (“Protest No. 2704-07-101317”). Protest No. 2704-07-101317, which covers the Jinfu II bonds, does not contain these arguments; rather, Hartford therein argued that Customs’ claims on the SEBs should be cancelled because those bonds “do not guaranty antidumping compensation under the Byrd Amendment.”

Hartford argued in its Reply that the court possesses jurisdiction over the forty-five Jinfu II bonds pursuant to 28 U.S.C. § 2638, which provides:

In any civil action under [19 U.S.C. § 1515] in which the denial, in whole or in part, of a protest is a precondition to the commencement of a civil action in the Court of International Trade, the court, by rule, may consider any new ground in support of the civil action if such new ground

(1) applies to the same merchandise that was the subject of the protest; and

(2) is related to the same administrative decision listed in [19 U.S.C. § 1514] that was contested in _the protest.

However, in response to questions posed in the court’s letter to the parties of June 13, 2017, specifically, regarding Hartford’s new theory that initials on the bonds do not constitute valid signatures, see Pl.’s Br. at 11 n.13, Hartford during oral argument withdrew its merits arguments as to the forty-five Jinfu II bonds in Appendix 3. Oral Arg. Tr. at 12-14. “[W]here, as here, the underlying controversy is clearly moot, the preferred course is to decide mootness, before reaching difficult questions more closely tied to the merits of the underlying controversy, such as subject matter jurisdiction.” Kaw Nation v. Norton, 405 F.3d 1317, 1323 (Fed. Cir. 2005). The underlying merits arguments being moot, the court need not resolve the jurisdictional question involving the new grounds statute, and declines to do so.

II. Whether the Court Possesses Jurisdiction over the bonds Associated with Hartford’s entries JN7-0332527-2 in Appendix 2 and 316-0516897-5 in Appendix 3

A. Parties’ Arguments

With respect to two bonds— SEB0137076 covering Entry JN7-0332527-2 in Appendix 2, and SEB0144586 covering Entry 316-0516897-5 in Appendix 3 — the Government contends that this court lacks jurisdiction because Hartford failed to pay the entirety of charges Customs demanded on them prior to commencing this lawsuit. Def.’s Br. at 13-14. Specifically, the Government argues that Hartford has failed to fulfill the jurisdictional prerequisite of 28 U.S.C. § 2637(a), which mandates that

[a] civil action contesting the denial of a protest ... may be commenced in the Court of International Trade only if all liquidated duties, charges, or exactions have been paid at the time the action is commenced, except that a surety’s obligation to pay such liquidated duties, charges, or exactions is limited to the sum of any bond related to each entry included in the denied protest.

Def.’s Br. at 13-14.

In its Reply, Hartford conceded that its payment, prior to filing its summons, on the bond covering Entry 316-0516897-5 in Appendix 3 did not satisfy the 28 U.S.C. § 2637 requirement, and thus the court has no jurisdiction over it. Pl.’s Reply at 26. But Hartford argues that the court does possess jurisdiction over the bond covering Entry JN7-0332527-2 in Appendix 2. Id. Hartford paid $43,494.43 on October 22, 2007, prior to filing its summons four days later, to satisfy Customs’ demand on the bond, despite that the penal sum, as the Government alleges, is $44,000. Def.’s Ex. 19. To support its assertion that the penal sum on the SEB was $44,000, the Government furnishes Part 2, considered the “Surety’s Copy,” of the relevant CF 301, which lists the penal sum on the SEB as $44,000. Def.’s Ex. 9, Deposition of Bruce Ingalls (“Ingalls Dep.”) at 94; Def.’s Ex. 2 at 12; Def.’s Br. at 14. By contrast, the corresponding Part 1, considered “Customs’ copy,” lists no penal sum whatsoever. Def.’s Ex. 2 at 11; Def.’s Br. at 14. Regardless of this facial disparity, which Hartford highlights, PL’s Reply at 26-30, the Government emphasizes that “the evidence reflects that Customs sought payment of the full 'amount of the bond ($44,000), and Hartford only paid $43,494.43.” Def.’s Reply at 18 (citing Def.’s Ex. 19). By failing to pay the full penal sum, the Government argues, Hartford has failed to satisfy the jurisdictional predicate of § 2637(a), and thus the court lacks jurisdiction over Hartford’s claims as to SEB 0137076.

Hartford points to the Ingalls Dep. at 73-74, in which Customs’ representative explained that in situations where a bond does not show a penal sum, Customs would treat the bond’s penal sum as the specific amount listed on the Form 7501 included in the entry package. Pl.’s Reply at 27. Customs “do[es] not round up” from that amount to the nearest thousand. Id. (quoting Ingalls Dep. at 73-74). Hartford emphasizes that Part 1 is that which is submitted to Customs, while “[Parts] 2-4 are for people other than CBP.” Id. at 28 n.76 (citing Ingalls Dep. at 94).

Hartford explains that upon importer’s default, sureties receive a “612 Report” from Customs listing the debt owed by the importer on entries secured by the surety’s bonds. PL’s Reply at 29. The amount Customs demands of the surety is the amount owed by the importer, plus interest accrued as of the date of the 612 Report. Id. Hartford further explains that “to ascertain the limit of its own obligation to Customs,” the surety consults the penal sum on the bond, see § 2637(a) (“a surety’s obligation to pay ... is limited to the sum of any bond related to each entry”), and obtains a copy of the SEB’s Part 1 submitted to Customs at entry via the FOIA. Id. Because the copy so obtained listed no penal sum, Hartford asserts that the amount to which it was obligated was the cash deposit amount specified on the Form 7501 accompanying the entry JN7-0332527-2, $43,494.43, which Hartford paid in full. Id.; Compl. ¶ 45.

B. Analysis

The statute, and precedent, offer no berth for discretion. “Case law unambiguously holds that the requirements of § 2637(a) are strictly applied and the statute precludes any exercise of discretion by the Court.” Great Am. Ins. Co. of N.Y. v. United States, 34 CIT 523, 527, 710 F.Supp.2d 1346, 1350-51 (2010).

The Government asserts that “Customs sought payment of the full amount of the bond ($44,000).” Def.’s Reply at 18. Hartford states that it referred to the SEB’s Part 1, lacking penal sum, via the FOIA in order to determine its own limit of liability. Pl.’s Reply at 29. Hartford therefore paid only the assessed cash deposit amount, as it is the minimum amount that any bond must cover. Id. Militating against Hartford, however, is the fact that the SEB’s Part 2 is intended for sureties. Gorman Dep. at 122 (“Q: And in the normal course of business, you would receive a surety copy? A: It’s the blue accounting copy, yes.”); Def.’s Facts ¶ 31; PL’s Resp. Facts ¶ 31. This Part 2, containing the penal sum of $44,000, would have found its way to Hartford’s general agent, who maintained Parts 2 and used them to bill importer’s premium. Gorman Dep. at 129 (explaining that JGII would be unable to bill premium on an SEB lacking penal sum), 126 (“It’s a charge per thousand dollars of risk. Okay? So Hartford gets $25 per 14 thousand.”); Def.’s Facts ¶ 21 (“Hartford does not dispute that premium was paid on each of the sixtyrone bonds at issue.”); PL’s Resp. Facts ¶ 21 (“Admits.”); see also Ingalls Dep. at 260-62.

The jurisdictional predicate imposed by § 2637(a) is strictly applied and is not subject to excuse based upon the assertion of equitable principles. Great Am. Ins., 710 F.Supp.2d at 1350-51; Dazzle Mfg., Ltd. v. United States, 21 CIT 827, 828, 971 F.Supp. 594, 596 (1997) (“The condition is to be strictly applied and the statute precludes any exercise of discretion by the court.” (citing Penrod Drilling Co. v. United States, 13 CIT 1005, 1007, 727 F.Supp. 1463, 1465 (1989), reh’g denied, 14 CIT 281, 740 F.Supp. 858 (1990), aff'd, 925 F.2d 406 (Fed. Cir. 1991)); Nature’s Farm Prod., Inc. v. United States, 819 F.2d 1127 (Fed. Cir. 1987). The court is unpersuaded by Hartford’s suggestions that the facial disparity between the Parts 1 and 2 indicates the necessity of holding Customs to regulatory procedures encapsulated in Part 113. PL’s Reply at 29 (“When presented with a bond, Customs’s responsibilities are clear-it must determine if the bond is in. proper form .... If the bond is missing essential terms-as it was here-then ‘CBP should have rejected it ....’” (citing PL’s Ex. B, Department of Homeland Security Office of Inspector General Report (“OIG Report”) at 5)). Hartford was obligated to pay “all liquidated duties, charges, or exactions ... limited to the sum of any bond related to each entry included in the denied protest” prior to obtaining judicial review before this court. In short, the court lacks jurisdiction over Hartford’s claims as to this bond.

III. Whether the SEBs are Enforceable Under the Part 113 Regulations

As has been noted, Hartford has withdrawn its arguments as to the forty-five bonds associated with the Appendix 3 entries, and the court lacks jurisdiction over the bond associated with entry JN7-0332527-2 in Appendix 2. Accordingly, what remains for the court is the consideration of the parties’ arguments on the merits as to fifteen of the original sixty-one bonds in this case. The court turns first to their validity under the Part 113 regulations.

A. Parties’ Arguments

Hartford argues that each of the SEBs at issue is incomplete in that it lacks information required by a regulation under Part 113, and thus all are unenforceable against Hartford. Pl.’s Br. at 14. Hartford emphasizes that Customs must ensure the bonds are “in proper form,” and that a surety posting the bond must submit the bond “on Customs Form 301.” Pl.’s Br. at 14; 19 C.F.R. § 113.11. Section 113.21 sets out “information required on the bond”: names, addresses of the principal places of business and legal designations of corporate principals and sureties “must appear,” § 113.21(a), on the CF 301; a bond is to “bear the date it was actually executed,” § 113.21(b); the bond “shall be stated in figures,” § 113.21(c). Pl.’s Br. at 15. Section 113.33 meanwhile states that the bonds of corporate principals “shall be sighed by an authorized officer or attorney ....” Id. Section 113.37 states that bonds executed by a corporate surety “must be signed” by an authorized officer or attorney of the corporation. Id. Hartford asserts that these regulatory provisions require, through “mandatory terms,” such as “must” or “shall,” that these elements be included. Pl.’s Br. at 15. Hartford argues that Customs had “no discretion to disregard these regulatory requirements.” Id. (citing United States v. Utex Int’l, Inc., 857 F.2d 1408, 1413 (Fed. Cir. 1988) (“[t]he bond can not [sic] be interpreted contrary to law and regulations”) (citations omitted); OIG Report at 5 (“[fjederal regulations provide specific information that STBs must include prior to CBP’s approval”); Ingalls Dep. at 33-34). Accordingly Hartford contends that Customs “should be required to cancel the improper charges and demands made against the bonds and return those payments to Hartford.” Pl.’s Br. at 16 (citing Sioux Honey Ass’n v. United States, 34 CIT 1077, 1100, 722 F.Supp.2d 1342, 1364 (2010) (recognizing Customs’ “longstanding authority” to cancel bonds charges); Union of Concerned Scientists v. Atomic Energy Comm’n, 499 F.2d 1069, 1082 (D.C. Cir. 1974) (recalling the “well-settled rule that an agency’s failure to follow its own regulations is fatal to the deviant action”)).

Hartford further characterizes the rejection of bonds technically incomplete or noncompliant with Part 113 as Customs’ “long-standing practice,” to which the agency should be required to adhere in this case. PL’s Br. at 17 (citing PL’s Exs. L, M, N). Hartford also points to its Exhibit H, Customs’ Entry/Summary Rejection Sheets, which document Customs’ practice of rejecting customs bonds missing essential elements, according to Hartford’s characterization. Pl.’s Br. at 18. Hartford adds that “Customs should not be permitted to take the diametrically opposite position in this litigation ... Government agencies are bound by law and regulation, not whim and circumstance.” Id.

The Government argues that Hartford was obligated to ensure completeness of the bonds, which it distributed and for which it billed premium, under the regulations. Def.’s'Br. at 16. From that view, Hartford failed to satisfy its own burden under the regulatory scheme, despite that it received premium on the bonds. Id.; Def.’s Ex. 11, Plaintiff’s Response to Defendant’s First Interrogatories ¶¶ 10, 11. As to Customs’ obligations under the regulations, the Government argues that the Part 113 regulations are directory rather than mandatory. Def.’s Br. at 18. The Government notes that the Federal Circuit has concluded that 19 C.F.R. § 113.37(g), governing the use and content of Customs Form 5297, regarding powers of attorney for the agent or attorney of the surety, protects Customs, not the surety, and that this court should make the analogous conclusion as to the remaihing Part 113 provisions. Id. (citing United States v. Great Am. Ins. Co. of NY, 738 F.3d 1320, 1334 (Fed. Cir. 2013)). Thus the Government asserts that Customs had only the right, but not the obligation, to reject the SEBs at issue, also construing the OIG Report as being concerned with the possibility that Customs might be sued by aggrieved sureties for accepting noncompliant bonds, rather than representing any longstanding practice to which the agency should now be bound. Def.’s Br. at 18-19.

B. Analysis

The court finds that the relevant subsections of Part 113, as regards the contents of a valid and enforceable bond, are directory, procedural regulations, such that the bonds’ noncompliance to them does not necessarily void subsequent agency action.

The court looks first to the plain text of the regulations. As applied to the Government, this Court has held that the word “shall” is to be construed as “may,” unless a contrary intention is clear. Eagle Cement Corp. v. United States, 17 CIT 624, 626, 1993 WL 285884 (1993) (citing Barnhart v. United States, 5 CIT 201, 203, 563 F.Supp. 1387, 1389 (1983)), aff'd, 26 F.3d 137 (Fed. Cir. 1994)). There is no clear contrary intention in the plain text of the regulations. Reading them as a whole and for their structure, the court finds none explicitly commands action or certain behavior by Customs, but rather speaks directly to the contents of bonds submitted to Customs. Kg. 19 C.F.R. § 113.21(a)(1) (“In the case of a corporate principal or surety, its legal designation ... shall appear [on the bond].”); § 113.21(b) (“Each bond shall bear the date it was actually executed.”); § 113.33(b) (“The bond of a corporate principal shall be signed by an authorized officer or attorney of the corporation ....”); § 113.33(a) (“The name of a corporation executing a Customs bond as a principal, may be printed or placed thereon ... .”); § 113.37(e) (“A bond executed by a corporate surety shall be signed by an authorized officer or attorney of the corporation .... ”).

With that context, the court gives weight to the Government’s analogy likening the instant regulations to 19 C.F.R. § 113.37(g), which the Federal Circuit has held protects Customs, not the surety. See Great Am. Ins., 738 F.3d at 1334 (“[Section 113.37(g) (2013) ] is not even written as a directive to Customs to reject certain bonds. Rather ... it protects Customs against any later denial of actual authority by the corporate surety .... ”). That provision, which covers “Power of attorney for the agent or attorney of the surety,” regulates submission of a particular official form, CF 5297, to Customs. Id. Here too the relevant regulations speak to the content of a form submitted to Customs, CF 301, rather than the agency’s behavior. Compare United States v. UPS Customhouse Brokerage, Inc., 575 F.3d 1376, 1382-83 (Fed. Cir. 2009) (holding that 19 C.F.R. § 111.1 (2000), which lists “factors which [Customs] will consider,” is mandatory, not discretionary, and that “any interpretation of § 111.1 that does not require [Customs’] consideration of the listed factors is clearly inconsistent with the plain language of the regulation”).

Moreover, even assuming the Part 113 regulations were so written, it would be difficult to read them as mandatory where their plain text does not contain “consequential language” explaining repercussions of the agency’s ostensible noncompliance with the highlighted “shall” language. Hitachi Home Elecs. (Am.), Inc. v. United States, 661 F.3d 1343, 1347 (Fed. Cir. 2011) (citing Canadian Fur Trappers Corp. v. United States, 884 F.2d 563, 566 (Fed. Cir. 1989)). No such consequence is found in the Part 113 regulations, as both parties agreed at oral argument. Oral Arg. Tr. at 44-46,115.

The court looks also to the history of Part 113 and CF 301, which buttresses the conception that they are intended to simplify bonding transactions rather than modify rights in private parties. As summarized in Customs’ 1983 Notice of Proposed Rulemaking:

The bond ... guarantees that proper entry summary, with payment of estimated duties and taxes when due, will be made for imported merchandise and that any additional duties and taxes subsequently found to be due will be paid. The bond also guarantees redelivery of imported merchandise to Customs custody for examination or inspection if found not to comply with applicable laws and regulations.

48 Fed. Reg. 11,032 (Mar. 14, 1983) (“Proposed Rule”); see also id. at 11,041 (“Refusal to accept bonds from a surety which is deemed to be non-responsible is a temporary measure designed to protect the Government from cumbersome contracts”), 11,071 (“A major aspect of any revision in the Customs bond system is the extent to which the system can be modernized or streamlined in such a way that costs to the importing community (and ultimately to U.S. consumers) are minimized while still protecting the revenue and other Customs enforcement responsibilities.”); Proposed Revision of the Customs Bond Structure and Solicitation of Comments, 46 Fed. Reg. 28,172 (May 26, 1981) (“ANPRM”) (“A computerized bond control system would be implemented in conjunction with the Customs bond proposal.... The computerized system would provide increased revenue protection and improve the timely availability of information to authorized officials on a ‘need to know basis.”). The Final Rule, 49 Fed. Reg. 41,152, implementing CF 301, evidences this intent. Indeed, the summaries of the ANPRM, the Proposed Rule, and the Final Rule each explain: “The purpose of the revision is to simplify transactions between Customs and the importing public and to facilitate establishment of an efficient computerized bond control system.” Accordingly Customs is the party intended to be protected, and the national revenue the object to be protected, by the resulting regime. These materials also demonstrate an expectation that private parties would carry a burden to comply with the obligations. See, e.g., Final Rule at 41,160 (“[Cjustodians of Customs bonded merchandise ... and the other persons who use Customs bonds know what is required of them under the regulations. While many importers may not be familiar with bond obligations or regulations requirements, they are not filing the entry. They generally use a broker who is or should be familiar with bond obligations and the regulations.”).

Hartford’s frequent citations to the OIG Report, see supra n.20, and its phraseology concerning bond defects, are unavailing. See OIG Report at 5 (“From FY 2007 through FY 2010, CBP has written off $46.3 million in revenue because of inaccurate, incomplete, or missing bonds.” (citing 19 C.F.R. § 113.21 (2010)). As an initial point, in regard to the issue as Hartford frames it before this court, the OIG Report is an opinion document that does not “reflect [Customs’] fair and considered judgment on the matter in question.” Auer v. Robbins, 519 U.S. 452, 462, 117 S.Ct. 905, 137 L.Ed.2d 79 (1997). Nor does the court take the OIG Report to represent a strict or authoritative interpretation of the Part 113 Regulations. See Pl.’s Br. at 9. Rather, it patently represents concern that “major omissions or errors ... may create collection challenges” or “noncollection.” OIG Report at 5. This language, as well as the fact that the Report arose from “concerns about alleged deficiencies in U.S. Customs and Border Protection’s revenue collection program,” id. at 1, only supports the Government’s contention that the Part 113 regulatory regime is intended to protect the agency and the national revenue.

Viewing this case through the lens of administrative procedure, the court would also “be most reluctant to conclude that every failure of an agency to observe a procedural requirement voids subsequent agency action, especially when important public rights are at stake.” Great Am. Ins., 738 F.3d at 1329 (quoting Brock v. Pierce Cty., 476 U.S. 253, 260, 106 S.Ct. 1834, 90 L.Ed.2d 248 (1986)); Dixon Ticonderoga Co. v. United States, 468 F.3d 1353, 1355 (Fed. Cir. 2006). Rather, the “great principle of public policy, applicable to all governments alike, ... forbids that the public interests should be prejudiced by the negligence of the officers or agents to whose care they are confided.” Oy v. United States, 61 F.3d 866, 871 (Fed. Cir. 1995) (quoting Brock, 476 U.S. at 260, 106 S.Ct. 1834); see Intercargo Ins. Co. v. United States, 83 F.3d 391, 396 (Fed. Cir. 1996) (“The public interest in the administration of the importation laws should not ‘fall victim’ to the [procedural] failure by the Customs Service ... if the oversight has not had any prejudicial impact on the plaintiff.”); 5 U.S.C. § 706.

The Part 113 regulations are procedural in nature. “[A] ‘critical feature of [a procedural rule] is that it covers agency actions that do not themselves alter the rights or interests of parties, although [it] may alter the manner in which the parties present themselves or their .viewpoints to the agency.’ ” Tafas v. Doll, 559 F.3d 1345, 1356 (Fed. Cir. 2009) (quoting JEM Broad. Co. v. FCC, 22 F.3d 320, 326 (D.C. Cir. 1994)), reh’g en banc granted, opinion vacated, 328 Fed.Appx. 658 (Fed. Cir. 2009). As discussed supra, the regulations are meant to protect Customs in furtherance of its mission to protect revenue of the United States, and do not clearly alter the rights of the private parties engaging in the bonding procedure. The implementation of CF 301, and the amendment of several Part 113 regulations, in 1984 was intended to:

(1) modernize the Customs bond structure by reducing and consolidating the number of bond forms in use, (2) modify the archaic bond language, (3) simplify transactions between Customs and the importing community, and (4) facilitate establishment of an efficient computerized bond control system ....

Final Rule at 41,152. The regulatory scheme thus “alters the manner in which the parties present themselves or their viewpoints to the agency” by revising and improving prior bonding procedures. JEM, 22 F.3d at 326. Nowhere in the regulatory history behind the implementation of Form 301, or the revision of the corresponding Part 113 Regulations, did Customs provide for the creation of new rights in sureties. See generally Final Rule; Proposed Rule.

Errors as to procedural rules void subsequent agency action only if they cause the challenging party “substantial prejudice”. Am. Farm Lines v. Black Ball Freight Service, 397 U.S. 532, 539, 90 S.Ct. 1288, 25 L.Ed.2d 547. (1970); see Great Am. Ins. 738 F.3d at 1329 (“[T]he suspension in this case could be invalidated only if Great American showed that the agency’s procedural error caused it substantial prejudice[.]” (citing Shinseki v. Sanders, 556 U.S. 396, 406, 129 S.Ct. 1696, 173 L.Ed.2d 532 (2009); 5 U.S.C. § 706)); Intercargo Ins., 83 F.3d at 394; PAM S.p.A. v. United States, 463 F.3d 1345, 1348-49 (Fed. Cir. 2006) (holding that a challenger must show substantial prejudice regardless of whether the agency rule confers important procedural benefits). This is because “[i]t is always within the discretion of ... an administrative agency to relax or modify its procedural rules adopted for the orderly transaction -of business before it when in a given case the ends of justice require it.” Am. Farm Lines, 397 U.S. at 539, 90 S.Ct. 1288.

Insofar as Customs’ acceptance of the bonds constitutes violation of a “procedural requirement,” Great Am. Ins., 738 F.3d at 1329, Hartford has demonstrated no prejudice caused thereby, and the court can locate no evidence of prejudice in the record. As a matter of law, “[prejudice, as used in this setting, means injury to an interest that the statute, regulation, or rule in question was designed to protect.” Intercargo Ins., 83 F.3d at 396. As stated supra, the regulations are designed to protect Customs, not the surety; Hartford fails to establish otherwise. The record indicates the sum of Hartford’s alleged injury is that it had to pay Customs for demands on bonds noncompliant to Part 113, which “Customs should be required to cancel.” Pl.’s Br. at 16. The court is unpersuaded that, on this record, this constitutes prejudice. Counsel at oral argument agreed that no prejudice can be shown as to any of the individual bonds, but submitted instead that prejudice to Hartford and sureties generally is of a more abstract, systemic nature. Oral Arg. Tr. at 54-56. Yet the record does not indicate that Hartford lacked in opportunity to stop doing business with the customs brokers on these SEBs, to deny premium payments, or to alert Customs of the defects it now characterizes as fatal. Quite the contrary: over a course of years, JGII, Hartford’s general agent, reviewed copies of the SEBs, occasionally contacting brokers to discuss the facial omission of information, and billed the importer principals premium on each of the bonds. Def.’s Facts ¶¶ 6-16, 21, 31, 32, 43; Pl.’s Resp. Facts ¶¶ 6-16, 21, 31, 32, 43. Hartford denies that “in every instance” the Part 2 Surety copy of the CF 301 was returned to JGII for billing premium, but admits both that “for the SEBs at issue in this consolidated case, JGII would bill the premium once it received back from the retail insurance broker the blue, Part 2, surety copy,” and that it “does not dispute that premium was paid on each of the sixty-one bonds at issue.” Def.’s Facts ¶¶ 21, 31, 32; Pl.’s Resp. Facts ¶¶ 21, 31, 32. JGII had a duty to maintain complete copies of all bonds under its agency agreement, yet Hartford had no formal policy or procedure for reviewing whether the agent was complying with the GAA. Def.’s Facts ¶¶ 12, 13; Pl.’s Resp. Facts ¶¶ 12, 13; GAA at Art. VII. Thus, altogether, Hartford does not convincingly explain how specifically it was prejudiced here, in the pertinent sense, by Customs’ acceptance of bonds noncompli-ant with Part 113, where the charges on the suretyship obligation arise from the importer principals’ defaults regardless of technical compliance.

In summary, in determining that the SEBs here are not void, the court is persuaded by: a lack of promulgated consequences for noncompliance; language regulating bond content and presentation of parties to the agency rather than agency behavior; regulatory history showing intent to protect Customs and not to create important substantive rights in private parties; and a lack of substantial prejudice suffered by Hartford. Customs’ acceptance of the SEBs at issue in this case did not void them under the Part 113 regulations.

TV. Whether the SEBs are Enforceable Contracts

A. Parties’ Arguments

Hartford argues that even if the bonds are valid under the Part 113 regulatory regime, many of the bonds are regardless unenforceable for lack of essential terms under “traditional principles of contract law.” PL’s Br. at 19. Hartford points to the necessity of sufficient definitiveness granted by essential terms which create a binding contract. Id. (citing Restatement (Second) of Contracts § 33 (Am. Law Inst. 1981) (“Restatement of Contracts”)). Citing United States v. Boecker, 88 U.S. 652, 21 Wall. 652, 22 L.Ed. 472 (1874), Hartford argues that the lack of an essential term, such as an address, removes a surety from liability. Pl.’s Br. at 20. Hartford also argues, on the basis of Bell & Grant v. Bruen, 42 U.S. 169, 1 How. 169, 11 L.Ed. 89 (1843), that “[sjurety bond contracts are strictly construed in favor of the surety and only bind the surety to the obligation it clearly intended to assume.” Pl.’s Br. at 20.

The essential contract terms here implicated, as selected by Hartford, include “the identification of the particular transaction (the entry number), the transaction date, and the limit of liability/penal sum of the bond.” Pl.’s Br. at 21. Hartford argues these terms encompass the “letter, spirit, or meaning of the bond,” Boecker, 88 U.S. at 656, and circumscribe the surety’s obligations. Pl.’s Br. at 21 (citing Miller v. Stewart, 22 U.S. 680, 702-03, 9 Wheat. 680, 6 L.Ed. 189 (1824)). In summary, Hartford asserts that Customs’ acceptance of SEBs lacking these essential terms rendered Hartford’s obligations “open and undefined,” and thus deprived the SEBs of validity and enforceability. Id.

Hartford alternately argues that the SEBs are rendered unenforceable for failure to satisfy the “Statute of Frauds.” Pl.’s Br. at 19, 22. Hartford quotes the Restatement (Third) of Suretyship and Guaranty, ch. 2, § 11 (Am. Law Inst. 1996) (“Restatement of Suretyship”), for the proposition that “[p]ursuant to the Statute of Frauds, a contract creating a secondary obligation is unenforceable as a contract to answer for the duty of another unless a written memorandum satisfying the Statute of Frauds or an exception applies.” PL’s Br. at 22. Hartford defines “written memorandum” according to the Restatement of Contracts § 131;

Unless additional requirements are prescribed by the particular statute, a contract within the Statute of Frauds is enforceable if it is evidenced by any writing, signed by or on behalf of the party to be charged, which

(a) reasonably identifies the subject matter of the contract,

(b) is sufficient to indicate that a contract with respect thereto has been made between the parties or offered by the signer to the other party, and

(c) states with reasonable certainty the essential terms of the unperformed promises in the contract.

Hartford asserts that “Congress or an agency can also impose a Statute of Frauds in specific areas,” PL’s Br. at 23, and that, per the United States Court of Federal Claims, regulations impose a statute of frauds if they are “explicit in requiring that every contract ... ‘be reduced to writing, and signed by the contracting parties.’” Lublin Corp. v. United States, 84 Fed.Cl. 678, 686 (Fed. Cl. 2008). That established, Hartford argues that Customs’ regulations-19 C.F.R. §§ 113.11, 113.21, 113.33, and 113.37, as well as the CF 301 itself — collectively impose such a statute of frauds, as they function to demand a signed writing containing essential terms. Pl.’s Br. at 23.

Hartford concludes with a tetrapartite argument that Customs cannot look to extrinsic evidence to repair deficient contracts, first because the SEBs are statutory bonds, promulgated pursuant to 19 U.S.C. §§ 66, 1623, and thus are contingent upon compliance with all applicable statutes and regulations. Pl.’s Br. at 24 (citing United States v. DeVisser, 10 F. 642, 648 (S.D.N.Y. 1882)). Hartford asserts second that “the SEBs expressly incorporate the custom bond regulations,” and thus regulatory requirements must be satisfied for bond enforceability. Id. at 25 (citing Sioux Honey Ass’n v. Hartford Fire Ins. Co., 672 F.3d 1041, 1057 (Fed. Cir. 2012); S. Cal. Edison Co. v. United States, 226 F.3d 1349, 1353 (Fed. Cir. 2000)). Hartford appears to argue that, because, under its reading, the Part 113 regulations are incorporated into CF 301, the regulatory regime broadly “requires that each bond constitutes the complete and final contract between the parties.” Id. Third, Hartford argues that the Federal Circuit in Sun Studs, Inc. v. Applied Theory As-socs. Inc., 772 F.2d 1557 (Fed. Cir. 1985), “rejected Customs’ argument that extrinsic evidence can be used to' correct an incomplete or deficient contract.” Pl.’s Br. at 25. According to Hartford, the Court in that case held that a signed transmittal letter could not cure a deficiency in the operative settlement agreement between the parties, which was void for lack of a party’s signature. Id. Finally, Hartford reasserts that “no statutes or regulations authorize Customs’ use of extrinsic evidence to ‘complete’ bonds that are otherwise missing essential information.” Id. at 26 (citing Ingalls Dep. at 38-39, 279-80).

The Government argues that the bonds are valid contracts. Def.’s Br. at 21. Preliminarily, the Government asserts that when applying ordinary principles of contractual interpretation to determine whether a contract exists, NRM Corp. v. Hercules, Inc., 758 F.2d 676, 681 (D.C. Cir. 1985), a court should look to context, per Restatement of Contracts § 212 cmt. b, and also extrinsic evidence. Def.’s Br.. at 21. The Government states generally that under “long-standing principles of contract interpretation,” Customs was entitled to rely on other documents in the entry package to assess contractual intent between the parties. Id. at 22.

The Government notes in its Reply that Gorman never stopped doing business with customs brokers who failed to comply with the Customs regulations, Pl.’s Resp. Facts ¶¶ 46, 47, that Hartford never alerted a principal that it believed any bonds containing errors were unenforceable, id. ¶ 50, and that Hartford never refunded the premium to any principals on supposedly defective bonds, id. ¶ 52. Def.’s Reply at 10-11. The Government too disputes Hartford’s claim that complete and accurate bonds increase the likelihood that Customs will collect from the importer, Pl.’s Reply at 8-9, since the construction of a bond does not affect the likelihood that an importer will be called upon for payment. Def.’s Reply at 11. The Government stresses that the Part 118 regulations exist to “insure that the revenue is adequately protected,” 19 C.F.R. § 113.11 (2016), not to protect the surety. Def.’s Reply at 12.

B. Analysis

The SEBs are valid and enforceable contracts between Customs, the importer principals, and Hartford. In evaluating the documents at issue under the circumstances produced by the parties, the court applies ordinary principles of contract construction as would be applicable to any contract action between private parties. United States v. Winstar Corp., 518 U.S. 889, 870-71, 116 S.Ct. 2432, 135 L.Ed.2d 964 (1996); Priebe & Sons v. United States, 332 U.S. 407, 411, 68 S.Ct. 123, 92 L.Ed. 32 (1947). Thus the court’s duty in construing the contracts at issue is to give effect to the mutual intentions of the parties. See NRM Corp., 758 F.2d at 681.

1. The Appendix 1, 2, 4, and 6 SEBs

The court first considers contractual principles regarding alleged defects common to the SEBs in Appendices 1, 2, 4, and 6 before scrutinizing each alleged defect. Hartford’s unenforceability argument focuses largely on formation, or rather lack thereof due to absence of allegedly essential terms on the bonds. Pl.’s Br. at 19. On a suretyship agreement, the offeror is typically the surety, as is Hartford here. See Hartford Fire Ins. Co. v. United States, 36 CIT -, -, 857 F.Supp.2d 1356, 1362 (2012) (“Hartford II”) (“Customs’ acceptance of the surety’s offer is necessary to the formation of the surety agreement.” (citing Restatement of Sure-tyship § 8 cmt. a (“An offer to become a secondary obligor commonly invites the offeree to accept by advancing money, goods, or services on credit.”))). The facts clearly show that Hartford, as secondary obligor, manifested its willingness to contract with Customs, as obligee, on these SEBs by becoming the surety to multiple principals across the operative three-year time period, December 1, 2003 through December 31, 2006. Compl. Appendices 1-6; Restatement' of Contracts § 24 (“An offer is the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.”). The basic entry bond conditions, 19 C.F.R. § 113.62(a)(l)(ii), which are expressly “incorporated by reference into the bond,” § 113.61, require that the importer and surety jointly and severally agree to “[p]ay, as demanded by Customs, all additional duties, taxes, and charges subsequently found due, legally fixed, and imposed on any entry secured by this bond.” Other facts in the record establish a course of dealings which allow the court to characterize Hartford’s conduct in each case as the making of an offer, to Customs, to become secondary obligor: Hartford’s relationship with JGII, memorialized in the GAA, began on or about September 4, 2002, more than a year before the first of the SEBs at issue were submitted to Customs, and was renewed almost a year into that process, on or about September 3, 2004, Hartford Dep. at 15, 18; during the operative time, JGII distributed pre-print-ed bonds to retail insurance brokers, containing Gorman’s facsimile signature, Def.’s Facts ¶¶ 15, 28, Pl.’s Resp. Facts ¶¶ 15, 28; and Hartford operated a complicated business outfit, in which the bonds issued through JGII included the surety’s preprinted billing identification number, printed in specific locations on chemically designed, multi-part CF 301 forms, to aid in the collection of premium. Hartford Dep. at 31-34, 38-41; CF 301; Def.’s Facts ¶¶ 27, 42; Pl.’s Resp. Facts ¶¶ 27, 42; see Restatement of Contracts § 223(1) (“A course of dealing is a sequence of previous conduct between the parties to an agreement which is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.”).

An offer to contract cannot be accepted unless the terms of the contract are reasonably certain. Restatement of Contracts § 33(1); see Pac. Gas & Elec. Co. v. United States, 838 F.3d 1341, 1355-56 (Fed. Cir. 2016), petition for cert. filed, (U.S. July 6, 2017) (No. 17-57). Reasonably certain terms must provide a basis for determining the existence of breach and for giving an appropriate remedy. Restatement of Contracts § 33(2). Generally, the court may look to factual implication to supply missing terms. Restatement of Contracts § 33 cmt. a. The court may also look to other writings to supply missing terms, as “all writings that are part of the same transaction are interpreted together.” Id. § 202(2). “ ‘[A] contract may arise as a result of the confluence of multiple documents’ so long as there is ‘a clear indication of intent to contract[,] and the other requirements for concluding that a contract was formed’ are met.” Suess v. United States, 535 F.3d 1348, 1359 (Fed. Cir. 2008) (quoting D & N Bank v. United States, 331 F.3d 1374, 1378 (Fed. Cir. 2003)). The facts show that the multiple Customs Forms in the entry package are memoranda of the same transaction. Def.’s Exs. 1-6; CF 7501; CF 3461; Gorman Dep. at 77, 124-25. Applicable regulations bind these documents together into the entry package. See 19 C.F.R. §§ 142.11(a) (2003) (“The entry summary shall be on Customs Form 7501 unless a different form is prescribed elsewhere in this chapter.”), 142.3 (2003) (requiring CF 3461 unless the merchandise is imported from a contiguous country or the entry summary is filed at the time of entry), 142.4 (2003) (“[M]erchandise shall not be released ... [when] Customs receives the entry documentation or the entry summary documentation which serves as both the entry and the entry summary ... unless a single entry or continuous bond on Customs Form 301 ... has been filed.”). “Words and other conduct are interpreted in the light of all the circumstances,” Restatement of Contracts § 202(1), and the submission of an entry package containing information also absent from the face of one constituent element of that package does not preclude the court from ascertaining the parties’ intent to contract in each case. The court perceives no reason, and sees no convincing argument, that consistent additional terms cannot be applied to the SEBs by virtue of the context surrounding each transaction. See id. § 204.

Having outlined these applicable principles, the court analyzes in turn the alleged defects identified by Hartford as constituting essential contract terms. Pl.’s Br. at 19.

a. The Principal’s Signature

In formulating its argument as to missing “essential terms — which define the scope of liability and the subject matter of the contract,” Hartford does not include signatures. Pl.’s Br. at 19. Yet, earlier in its motion, Hartford appears to imply that signatures are terms essential to formation and enforceability. See PL’s Br. at 1 (“[A] bond must include certain essential terms, e.g., ... the ‘entry number’ ... the ‘transaction date’ ... the ‘penal sum’ ... and the identification and signature of the parties, in order to be enforceable.”). To the extent that Hartford implies the bonds are invalid contracts because the absent signatures are essential terms, the court analyzes that contention.

Found in Appendices 1 and 4, the seven SEBs lacking a principal’s signature, or the signature of its attorney-in-fact customs broker, were submitted by the customs broker on behalf of the importer as an element of the entry package, thus demonstrating the principal’s intent to be bound. See 19 C.F.R. § 142; Pl.’s Ex. G (stating the intent, via their respective customs brokers, of Farmland [as to the six Appendix 4 bonds], SCS marketing [as to the single Appendix 6 bond], and Fast-track Merchants, Inc. [as to one of the Appendix 1 bonds], to “be bound to the terms of the bond”). The entry package for each of these SEBs contained both a CF 7501, signed by the customs broker on behalf of the importer, and a CF 3461, documents which require affirmations from importers or their attorneys-in-fact. Def.’s Exs. 1, 4; see CF 7501 at 1 (“I declare that I am the ... importer of record .... I also declare that the statements in the documents herein filed ... are true and correct ....”); CF 3461 at 1 (“I certify that the above information is accurate, the bond is sufficient, valid, and current, and that all requirements of 19 CFR Part 142 have been met.”); 19 C.F.R. § 142.4. To the extent that the principal’s signature represents an intent to be bound, that intent is clear from the facts surrounding each of the sev