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This course is in response to suggestions that we have a course focused on subjects that are frequent topics of misunderstanding, disputes, and litigation in government contracting. 

A not-so-casual review of the decisions of the Boards of Contracts Appeals, and the contract dispute decisions of the Court of Federal Claims and the Court of Appeals for the Federal Circuit, show two leading causes of litigation: 1) Disputes over the meaning (i.e., interpretation) of the contract (including whether there is a contract and what the contract consists of), and 2) changes - or alleged changes – to government contracts (including the scope of a change, the exercise of options, proving the cost and price of a change, and of course “constructive change” allegations).  .
While contract interpretation and changes are the core of our seminar, we have included other topics, to include government contract authority, contractor responsibility, and conflicts of interest.

Please see the Agenda for the full listing of the dispute-prone issues we will cover, and plan to join us for this seminar.

Learning Objectives:
Upon successful completion of this course you will:
  • Recognize the authority of a government contract
  • Learn the basics of contract formation
  • Understand the rules and regulations guiding contract formation
  • Determine the potential ambiguities in a contract that cause issues in interpretation
  • Recognize the difference between intrinsic evidence and extrinsic evidence
  • Interpret the chance clause
  • Determine and price changes and equitable adjustments
  • Recognize conflicts of interest
May 5-6, 2021
Hyatt Regency La Jolla at Aventine
La Jolla, CA
Travel Info
Standard: $1,375.00
Premium: $1,770.00
8:00 AM - 3:00 PM
Schedule for La Jolla, CA and Hilton Head, SC Weeklong Conferences
9:00 AM - 4:00 PM
All Other Locations
I. Foundational Topics
Government Contract Authority
  • The Hard and Fast Rule of Government Contract Authority
  • Actual and Implied Government Contract Authority
  • Apparent Authority (Government and Contractor)
  • Contracting Officers, CORS, and Government Program Personnel
  • Unauthorized Commitments and Ratification
  • Contractor Exposure and Risk for Antideficiency Act Violations 

II. Government Contract Law and Contract Interpretation
Contract Formation (Whether There is a Government Contract)
  • The Contract Law of Government Contracting
  • Government Contract Types (incl. “personal services” contracts)
  • Offers and Acceptances – including “Simplified” Procedures and the End of the Mailbox Rule
  • Government Purchasing Obligations under “Agreements,” Indefinite Delivery/Indefinite Quantity and Requirements Contracts, and Schedule Contracts 
Contract Content (What the Contract Consists Of) 
  • The Parol Evidence Rule
  • The Duty of Good Faith and Fair Dealing
  • The “Christian Doctrine”
  • Pre-Contract Events and Communications (incl. pre-proposal conferences, amendments to solicitations, and less formal exchanges) 
  • Oral Presentations and Final Contract Content
  • Incorporation by Reference
  • Application without Reference
  • Status of Proposals Upon Contract Award
Contract Interpretation.  
This topic is involved in some way in most contract disputes.  Our seminar will provide more information on this critical subject than is provided in law school, and our course author and instructor literally wrote the only book dedicated to the topic in the context of government contracting: The Contract Interpretation Handbook, A Guide for Avoiding and Resolving Government Contract Disputes (and its predecessor publication, How to Read a Government Contract, A Manual on Contract Interpretation for Acquisition Professionals). 
  • The Interpretation Function 
  • The Judicial Process of Interpretation
  • The Contractor’s Duty to Continue During a Dispute
  • The Parties’ Right to Claim for Each Other’s Formal Interpretation of the Contract
  • Overarching Principles and Approaches to Interpretation 
  • Preferences in Interpretative Results 
  • Principles of Interpretation Applicable to the Text of the Contract (Intrinsic Evidence), including definitions, dictionaries, and orders of precedence.
  • Principles of Interpretation Applicable to Matters Outside the Text of the Contract (Extrinsic Evidence), including the “Plain Meaning Rule” in government contracting, and the special niche accorded to trade usage in government contracting.
  • Deciding Ambiguous Contracts – The Doctrine of Contra Proferentem  
  • The Basic Doctrine of Contra Proferentem
  • The Great Federal Exception to Contra Proferentem (The “Duty to Inquire” into a “Patent Ambiguity”)
  • The Contractor’s Obligation to Prove Reliance on Its Reasonable Interpretation  
Introduction to the Practical Exercise: Acme v. United States  
The topics that have been addressed so far in the seminar have set the stage for this case.  The facts of the case are reviewed, and seminar participants are assigned as Government, Contractor, or Judge teams.  The case will be argued on the second day (or at end of the day in a one-day presentation).  Everyone participates in the internal team discussions, but no one is required to argue the case or speak on behalf of the court – volunteers only. 
III. Contract Changes
Formal Changes
  • Types of Formal Changes
  • Requirements for a Proper Change
  • The Changes Clauses (incl. Commercial Item Contracts) 
  • The “Scope” of a Change and Cardinal Changes
  • The Contractor’s Obligations Under  Within Scope and Cardinal Changes
  • Options (and how to/not to exercise options) 
  • Government-Ordered Delays and Force Majeure
  • Differing Site Conditions
  • Funding Issues for the Government in a Change
  • Settlement Agreements and Accord and Satisfaction
The Constructive Change Doctrine
  • The Background of the Constructive Change Doctrine 
  • The Elements of a Constructive Change
  • Government Misinterpretation Changes 
  • Government Defective Specifications
  • Government Withholding Important Information
  • Government Failure to Cooperate
  • Government Constructive Acceleration
Pricing Contract Changes and Adjustments
  • The Authorities for Increased Payment
  • Price Components and Allocability Perspectives
  • The Basic Pricing Standard 
  • The Actual Cost Method
  • The Estimated Cost Method
  • The Total Cost Method
  • The Modified Total Cost Method
  • The “Jury Method”

IV  Other Topics of Dispute
Contractor Issues
  • Responsibility
  • Imputing Misconduct for Exclusion
  • Organizational Conflicts of Interest
  • Edmund Amorosi
    Edmund M. Amorosi is the Managing Member of SMITH PACHTER MCWHORTER PLC.  He has over 15 years of experience as an attorney in government contracts and construction law.  After graduating from George Mason University School of Law, Mr. Amorosi served as a law clerk to...
  • Franklin Turner
    Partner, McCarter & English
    Mr. Turner is a Partner and Co-Leader of the Government Contracts & Export Controls Practice Group. He is an innovative business lawyer with significant experience resolving complex government contracts issues for a broad array of companies – ranging from multinational Fortune 100 corporat...
  • Cara Wulf
    Associate, McCarter & English
    Cara Wulf is an associate in the Government Contracts & Global Trade practice group at McCarter & English. She focuses her practice on government contracts and regulations. She has extensive experience counseling clients regarding compliance with federal, state, and local public procurement...
See Individual Courses For Available Credits
Certificates of Completion are provided to all seminar participants who attend Federal Publications Seminars courses following the event, upon request.
CPE: Continuing Professional Education
Field of Study: Specialized Knowledge
Delivery Method: Group-Live Classroom
Federal Publications Seminars is affiliated with West Professional Development and is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website:
For more information regarding administrative policies such as refunds, cancellations and complaints, please contact Federal Publications Seminars at 888.494.3696.
CPE Hours
This program is eligible for: 13.00 (CPE) hours of credit
Program Level: N/A
Program Prerequisite: N/A
Advance Preparation: N/A
Method: N/A
CLP: Continuous Learning Points
Approved for CLP by Defense Acquisition University
Defense Acquisition Workforce members must acquire 80 Continuous Learning Points (CLP) every two years from the date of entry into the acquisition workforce for as long as the member remains in an acquisition position per DoD Instruction 5000.66. We will provide you with documentation of points awarded for completing the event.
CLP Hours
This program is eligible for: 11.00 (CLP) hours of credit
CLE: Continuing Legal Education
States have widely varying regulations regarding MCLE credit. LegalEdcenter is an approved provider in AL, AK, AR, CA, GA, IL, ME, MO, MS, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, PA, RI, SC, TN, TX, UT, VA, VI, VT, WA, WI, and WV. Credit may be applied for in other jurisdictions on request and in accordance with state MCLE rules.
Please note that because some states are changing their policy on CLE reporting, you will need to fill out the request for credit from Federal Publications Seminars within 10 business days, or we may not be able to issue credits for the program.
CLE Hours
This program is eligible for: 11.00 (60 minutes), (50 minutes)
Hyatt Regency La Jolla at Aventine
3777 La Jolla Village Drive
La Jolla, CA, 92122
Hotel & Room Block Info

We have a room block secured for the La Jolla weeklong event. For guest room reservations, call 800.937.8461 and reference the Federal Publications room block. Group rate is $239 + taxes/night. Click here to make your reservation. You must make your reservation by April 1, 2021. Rooms are subject to availability.

Government Per Diem
A limited number of Government per diem rate rooms have been set aside. Click here DIEM to make your reservation. You must make your reservation by April 1, 2021. Rooms are subject to availability.
General Information

Food & Beverage

During La Jolla Government Contracts Week, we will be serving continental breakfast, lunch and an afternoon snack each day.