How do you interpret a government contract? Very carefully and according to the principles of contract interpretation that a judge would use if there was a dispute over the meaning of the contract. Centre’s Contract Interpretation course will present and explain those principles. The principles of contract interpretation are not in the FAR or in any statute – but only in the decisions of the judges, and we set them out with simple straightforward explanations.
Our course author and instructor is Kenneth J. Allen, author of the West Publishing Company’s book, “How to Read a Government Contract, A Manual on Contract Interpretation for Acquisition Professionals.” This seminar is the humble product of reflection on years of seeing how people failed to take the basic pre-contract precautions of asking about questionable terms, and neglecting to insure that all the terms they agreed to were contained in the final contract.
This course focuses on understanding, or interpreting, the requirements of a contract – especially when the parties question or disagree about what the contract means. To do that, one needs to be very familiar with the principles of contract interpretation. In fact, non-lawyer acquisition professionals need to recognize and appreciate the principles of interpretation as much as, and perhaps even more than, the lawyers and judges, because they are the ones who write, interpret, and carry out contracts on a daily, front-line basis. This course is probably more for them than for their lawyers – but most lawyers maybe had a hour on contract interpretation in first year law school, and even contract lawyers may be thin on this topic unless they have been involved in contract interpretation litigation.
Unlike any other topic you can study in federal contracting, the rules and processes of contract interpretation apply, in a fundamental, direct, and very important way, in every contract. You can study the numerous compliance requirements of federal procurement, the rules and decisional nuances for conducting a FAR Part 15 negotiated procurement, the cost principles of FAR Part 31, or anything else – and none of it will apply in every contract, and all of it will change at a healthy pace. In contrast, the principles of contract interpretation are ancient and constant common law principles – they will not change in your lifetime. The principles are alive and well, and they are used everyday in government contract law disputes. However, the principles are at work long before the judges apply them in a lawsuit – and even long before the lawyers get involved. Because the principles of interpretation come from common law, they are not set out in statutes or regulations, but we have cataloged them in our presentation. A bonus is that the principles of interpretation that are used in federal contracting apply (with a few exceptions that we will clearly point out) to all contracts, including subcontracts to federal prime contracts.
- Introduction to the Course
- Introduction to Interpretation
- Reflections of Miscommunication
- Contract Law – Is There a Contract?
- Defining the Contract – What Does the Contract Consist of?
- Objectivity and Plain Meaning
- The Principles of Contract Interpretation
- The Doctrine of Contra Proferentem
- Selected Topics in Contract Interpretation, Government Contracting, Disputes, and Litigation
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