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Interpretation of Federal Government Contracts



2008 Dates and Locations:

September 17-18
Marvin Conference Center
Washington, DC
REGISTER ONLINE

Registration Fee
$995
Daily Schedule
9:00a.m.-4:00p.m.
CLE Hours
This Course is Eligible for
11.0(60 minute)
13.2(50 minute)
More CLE Info
CPE Hours
This Course is Eligible for
13.0(CPE)
hours of credit.
Program Level: Basic
Program Prerequisite: None
Advance Preparation: None
Method: Group-Live
More CPE Info

A new, comprehensive course on how your actions or inactions throughout the acquisition process will affect how your contract is interpreted.

A capstone course for contract professionals on the principles of contract interpretation and developing body of guidance to use in your daily contracting activities.

Including Grants, Cooperative Agreements, Cooperative Research and Development Agreements, and Other Transactions

  • How to apply the general rules of contract interpretation proactively to protect yourself and your organization
  • Communications issues during the contracting process
  • The principles of contract interpretation
  • The subjects of contract interpretation
  • The process of contract interpretation
  • Practical examples
  • Case studies

This course is based on a simple premise: the more you know about how contracts are interpreted by boards and courts, the more proactive you can be in preventing disputes and the more reactive you can be in presenting your position if misunderstandings arise. In shirt-sleeve English, contract interpretation has been defined as a way to determine what the parties to a contract agreed to the intent of the parties.

Contract interpretation takes place at every stage of an acquisition:

  • When the solicitation is drafted;
  • when proposals are made;
  • when proposals are evaluated and awarded;
  • when the contract is performed;
  • when the parties to a contract dispute its meaning.

A primary goal of this course is to examine and apply the principles of contract interpretation to avoid misunderstandings and disputes. But when parties disagree, a judge will interpret their contract for them, generally following the principles and rules outlined in this course. Predicting how a judge may decide a case or resolve an issue is critical in assessing your own position; convincing the other side; or, if necessary, preparing your arguments for litigation...

In summary, this course is important to all contract professionals in:

  • Communicating and drafting all contract-related documents to ensure understanding and protect your interests.

  • Providing guidance on how to explain your position and demonstrate how and why your interpretation is the better one.

We can't guarantee that your contract will always be interpreted according to these principals. We are confident, however, that the explanations and analyses covered in this course will provide you with insight and guidance in your quest to create understanding in your contract activities.

We look forward to your participation.

Interpretation of Federal Government Contracts Course Curriculum

COURSE INTRODUCTION

Course Goals
Methodolody

PART  I   BACKGROUND

  1. Introduction

  2. Communications

  3. English and Language

  4. The Law of Contract
    1. Modern Contract Law
    2. Contract Definitions
    3. The Elements of a Contract
    4. Types of Contracts

  5. Government Contract Law
    1. Introduction
    2. Elements of a Government Contract
    3. The Role of Authority in Government Contracting
    4. Sources of Government Contract Law
    5. Government Contract Personnel

  6. Types of Contractual Relationships with the Federal Government

  7. Evidence

PART II CONTRACT INTERPRETATION

  1. Introduction
    1. Contract Interpretation Defined
      1. Interpreting disputed words or phrases
      2. Resolving apparently conflicting portions of the contract
      3. Determining obligations when the contract is ambiguous
      4. Filling gaps when key terms are omitted
    2. The Cardinal Rule of Contract Interpretation
    3. Contract Interpretation vs. Construction
    4. Contract Interpretation vs. Contract Performance
    5. The Legal Status of Contract Interpretation
    6. The Objective and Subjective Theories of Contract Interpretation
    7. The Subject Matter of Contract Interpretation
      1. Intrinsic evidence
      2. Extrinsic evidence
    8. The Principles of Contract Interpretation
      1. Rules in aid of interpretation
      2. Preferences in interpretation
    9. The Interconnection of Contract Interpretation Arguments
    10. The Model of Contract Interpretation Analysis
    11. What Judges Do When They Interpret a Contract
    12. Board and Claims Court Decisions

  2. Intrinsic Evidence
    1. Introduction
    2. Common Usage
    3. Contract Definitions
    4. Dictionary Meanings
    5. Technical Terms
    6. Contractual Orders of Precedence
      1. Introduction
      2. Order of preference clauses
      3. Uniform contract format
      4. Construction
      5. Sealed bidding
      6. Commercial items
      7. Elements of a contractual order of precedence resolution
      8. Legally-effective clause
      9. Conflict
      10. Conflict covered by the clause
      11. Relationship of contractual orders of precedence to other interpretation principles
      12. The intent of the parties
      13. Patent ambiguities, and Contra Proferentem
    7. Common Law Orders of Precedence
    8. Enumeration and Lists
      1. Inclusive
      2. Exclusive

  3. Extrinsic Evidence
    1. Introduction
    2. Use of Extrinsic Evidence in Contract Disputes
    3. Categories of Extrinsic Evidence
      1. Before the contract award
      2. After award, or during performance; but before a dispute arises
      3. After the dispute arises
      4. Other or previous contracts between the parties
      5. "Customs" or "trade usage"
      6. Dictionaries
    4. Current Issues Concerning the Use of Extrinsic Evidence
    5. Extrinsic Evidence Scenarios
      1. During solicitation process (site visits and written questions)
      2. During proposal evaluation (negotiations and oral presentations)
      3. During contract performance, but before the dispute
      4. Communications after the dispute arises
      5. Communications in the parties' other contracts (prior course of dealing)
    6. Waiver and Estoppel
    7. Trade Usage and Custom

  4. Resolving Ambiguities
    1. Introduction
    2. Determining an Ambiguity
    3. The Doctrine of Contra Proferentem
    4. The Elements of Contrac Proferentem
      1. Indentifiable draftsman
      2. Reasonable interpretation
      3. Reliance on interpretation
    5. The Federal Exception to Contra Proferentem
      1. Patent ambiguities
      2. Latent ambiguities

PART III THE CONTEXT OF CONTRACT INTERPRETATION

  1. Contract Types and Specifications

  2. Changes

  3. Inspection and Acceptance

  4. Defaults

  5. Contract Disputes

The Course Director

Kenneth J. Allen

Ken Allen brings almost three decades of experience to this course.

For most of those years he has practiced contract law in the field where contracts are written, awarded, performed, administered, disputed and interpreted.

Ken teaches frequently for government, educational institutions, and private organizations to include the Army War College. He has a solid reputation as an effective educator of busy professionals. His approach is informational, straightforward, and illustrated with practical, real-life examples of the teaching points. His delivery is entertaining and dedicated to making things interesting.