From Brian Fannin, Fannin Law PLLC
A Fredericksburg Today Partner
Contract Interpretation is a lot like interpreting song lyrics—it either fascinates or bores based on how much you have invested. Die-hard Boss fans are still smarting over Manfred Mann’s pronunciation of “Deuce”—Blinded by the Light, indeed—but most of us have moved on since 1976, the echo getting fainter every year.
When it comes to contracts, it’s the marital one that gets the most attention from the most people, despite the wise and ancient adage to “enter marriage with both eyes wide open and live through marriage with both half-shut”. Yet for those few (or not so few, in this area) invested in Federal Contracting, the interpretation of a completed contract can be the difference between bankruptcy and many a sweet year doing business with Uncle Sugar up or down Route 95. How to get it right?
Start by understanding the Federal Acquisition Regulations (FAR), particularly those that establish a structure for the average Federal Contract. These structures dominate the contracts present in the federal workplace, presenting almost a paint-by-numbers approach to the Requests for Proposals (RFPs) used to ask companies for anything that’s not just available commercially. Not that the government can’t fit some variety in—this format works for everything from aircraft carriers to the man-hours of janitors—it’s just that you as a contractor have to be sure you have all of the parts in there that the government is looking for.
In fact, if your contract is missing something important, the courts will go ahead and provide it for the government. This is known as the “Christian Doctrine” from the name of a 1963 case in which the government forgot to include the FAR language for termination for convenience, but went ahead and terminated the contractor anyway. When G.I. Christian and Associates sued, the courts interpreted the law to say that if a clause is typically found in a federal contract, then that clause is effectively there whether it’s there or not. Clear?
Turn the other cheek and have a look: the government expects contractors to be sophisticated, experienced enterprises, so their participation is essentially at their own risk.
Brian Fannin
One good way to mitigate this risk is to hire a hard-working, enterprising law firm that knows its way through the FAR, the court precedent and the government itself. Fannin Law PLLC is available for consultations by calling 540.371.5300 or emailing [email protected]. And if you know what the Kingsmen were saying in “Louie Louie”—well, that’s another interesting lawsuit with a story all its own.
THE PRECEDING DOES NOT CONSTITUTE LEGAL ADVICE AND IS NOT THE PRACTICE OF LAW.
