A government contractor must satisfy its duty to inquire by seeking clarification when a contract contains a patent ambiguity, and failure to do so precludes recovery.
A government contractor appeals a board decision denying claims for conduit sleeves and delay costs. The court addresses whether the contract was ambiguous and if the contractor satisfied its duty to inquire. The court holds that a contract is ambiguous only if susceptible of two different and reasonable interpretations consistent with the language. Because the contractor's interpretation was unreasonable, the contract was unambiguous. Additionally, any ambiguity was patent, triggering a duty to seek clarification. The contractor failed this duty by not pursuing further clarification after the Navy's evasive response. The court also rejects delay claims, finding no entitlement to extended home office overhead because the contractor continued performance and received a markup for change order work. The court affirms the board's decision.
At page 1579 Determining contract ambiguity and contractor duty to inquire106 citing cases“a contract is ambiguous if it is susceptible of two different and reasonable interpretations, each of which is found to be consistent with the contract language.”
- Hensel Phelps Constr. Co., No. 63316, 63397, 63398 (A.S.B.C.A. Aug. 28, 2026).published(Assuming the contract were ambiguous, [contractor’s] claim would still fail because the contract ambiguity is patent and not latent.)
- Two Rivers Corp. Centre, L.P. v. United States, No. 20-1811 (Fed. Cl. June 7, 2021).published(A contract is ambiguous if it is susceptible of two different and reasonable interpretations, each of which is found to be consistent with the contract language.)
- Boeing Co. v. United States, No. 17-1969 (Fed. Cl. May 29, 2019).published(If a contract contains a patent ambiguity, the contractor is under a duty to inquire and must seek clarification of the proper contract interpretation.)
- Johnny F. Smith Truck & Dragline Serv., Inc. v. United States, 49 Fed. Cl. 443 (Fed. Cl. 2001).published (A contract is ambiguous if it is susceptible of two different and reasonable interpretations, each of which is found to be consistent with the contract language.)
- Grand Enter., LLC v. United States, No. 21-1855 (Fed. Cl. Sept. 25, 2026).publishedThe primary policy underlying the patent ambiguity doctrine is the need in government contracting to “avoid[] costly litigation after the fact.” Id. at 1580 (holding that contractor “acted at its own risk when it proceeded to perform on th…
- Hart v. United States, No. 25-1376 (Fed. Cl. July 27, 2026).published“A contract is ambiguous if it is susceptible of two different and reasonable inter- pretations, each of which is found to be consistent with the contract language”
- Langdon Eng'g & Mgt, No. 61959, 63501 (A.S.B.C.A. June 3, 2025).published(holding that where a contractor alleges a discrepancy in the contract drawings, the contractor may be required to seek clarification)
- 29 Main St. LLC v. U.S. Postal Serv., No. 22-755 (2d Cir. May 4, 2023).unpublished(applying federal common law)
- Coastal Env't Grp., Inc v. United States, No. 22-868 (Fed. Cl. Feb. 7, 2023).unpublishedA latent ambiguity is one that is “neither glaring nor substantial nor patently obvious.” Cmty. Heating & Plumbing Co. v. Kelso, 987 F.2d 1575, 1579 (Fed. Cir. 1993) (quoting Mountain Home Contractors v. United States, 425 F.2d 1260, 1264…
- Csi Aviation, Inc. v. Dhs, 31 F.4th 1349 (Fed. Cir. 2022).published That an interpretation of a contract term “is conceivable[] does not necessarily render that [term] ambiguous.” Cmty. Heating & Plumbing Co., Inc. v. Kelso, 987 F.2d 1575, 1579 (Fed. Cir. 1993).
Show 93 more citing cases
- Caci, Inc.-Fed. v. United States, No. 21-1823 (Fed. Cl. Jan. 13, 2022).publishedCmty. Heating & Plumbing Co. v. Kelso, 987 F.2d 1575, 1579 (Fed. Cir. 1993); see also C.N.
- Baldi Bros, Inc. v. United States, No. 16-536 (Fed. Cl. Oct. 25, 2021).publishedSee Metric Constructors v. Nat’l Air & Space Admin., 169 F.3d 747, 751 (Fed. Cir. 1999); Enron Fed Sols., Inc. v. United States, 80 Fed Cl. 382, 393 (2008) (“The mere fact that the parties disagree with regard to the interpretation of a sp…
- Blue Tech Inc. v. United States, No. 21-1053 (Fed. Cl. Aug. 17, 2021).published“This is distinct from a latent ambiguity, which exists when the ambiguity is ‘neither glaring nor substantial nor patently obvious.’” Id. (quoting Cmty. Heating & Plumbing Co. v. Kelso, 987 F.2d 1575, 1579 (Fed. Cir. 1993)).
- United Communities, LLC v. United States, No. 20-1220 (Fed. Cl. July 23, 2021).published If the contract language is unambiguous, it “must be given [its] plain and ordinary meaning.” McAbee Const., Inc. v. United States, 97 F.3d 1431, 1435 (Fed. Cir. 1996). “[C]ontracts are not necessarily rendered ambiguous by the mere fact t…
- Optimization Consulting, Inc., ASBCA No. 58752 (A.S.B.C.A. Aug. 20, 2019).published“if it is susceptible of two different and reasonable interpretations, each of which is found to be consistent with the contract language”
- Oasis Int'l Waters, Inc. v. United States, No. 10-707 (Fed. Cl. Dec. 1, 2017).publishedCl. at 268 (quoting Cmty. Heating & Plumbing Co. v. Kelso, 987 F.2d 1575, 1579 (Fed.
- Mw Builders, Inc. v. United States, 134 Fed. Cl. 469 (Fed. Cl. 2017).published(explaining that latent ambiguities arise in the “grey area between the point ... at which a document requires more exacting language and that at which additional detail will add nothing but worthless sur-plusage[ ])
- Premier Off. Complex of Parma, LLC v. United States, 134 Fed. Cl. 83 (Fed. Cl. 2017).unpublishedRather, the court may adopt the “contractor’s interpretation of a latent ambiguity ... only ... if it is found to be reasonable.” Cmty. Heating & Plumbing v. Kelso, 987 F.2d 1575, 1579 (Fed.
- It Enter. Solutions Jv, LLC v. United States, 132 Fed. Cl. 158 (Fed. Cl. 2017).publishedSolicitation language is ambiguous “if it is susceptible of two different and reasonable interpretations, each of which is found to be consistent with the contract language,” AM Gen., LLC v. United States, 115 Fed.Cl. 653, 670 (2014) (quot…
- Oasis Int'l Waters, Inc. v. United States, 134 Fed. Cl. 155 (Fed. Cl. 2017).published“Generally, the plain language of a contract controls; however, language that is reasonably susceptible to more than one interpretation, where ‘each [interpretation] ... is found to be consistent with the contract language,’ may be conside…
- Shaw v. United States, 131 Fed. Cl. 181 (Fed. Cl. 2017).publishedCmty. Heating & Plumbing v. Kelso, 987 F.2d 1575, 1579 (Fed.
- Supply & Serv. Team GmbH, ASBCA No. 59630 (A.S.B.C.A. Mar. 1, 2017).published“A contract is ambiguous if it is susceptible of two different and reasonable interpretations, each of which is found to be consistent with the contract language”
- Level 3 Commc'ns, LLC v. United States, 129 Fed. Cl. 487 (Fed. Cl. 2016).publishedId. (citing Cmty. Heating & Plumbing Co. v. Kelso, 987 F.2d 1575, 1579 (Fed.
- T.W. Laquay Marine, LLC v. United States, 127 Fed. Cl. 748 (Fed. Cl. 2016).published“If a contract contains a patent ambiguity, the contractor is under a duty to inquire and must seek clarification of the proper contract interpretation.” Gov’t MJAR (quoting Cmty. Heating & Plumbing Co. v. Kelso, 987 F.2d 1575, 1579 (Fed.C…
- Amador Cnty., California v. Kempthorne, 170 F. Supp. 3d 135 (D.D.C. 2016).published“A contract is ambiguous if it is susceptible of two different and reasonable interpretations, each of which is found to be consistent with the contract language”
- Allen v. United States, 119 Fed. Cl. 461 (Fed. Cl. 2015).published“Generally, the plain language of a contract controls; however, language that is reasonably susceptible to more than one interpretation, where ‘each [interpretation] ... is found to be consistent with the contract language,’ may be conside…
- Fort Myer Constr. Corp. v. United States, 42 Fed. Cl. 720 (Fed. Cl. 1999).published
- Nielsen-Dillingham Builders, J.V. v. United States, 43 Fed. Cl. 5 (Fed. Cl. 1999).published
- Conscoop-Consorzia Fra Coop. Di Prod. E Lavoro v. United States, 62 Fed. Cl. 219 (Fed. Cl. 2004).published
- Cities of Burbank, Glendale v. Bodman, Sec'y of Energy, 464 F.3d 1280 (Fed. Cir. 2006).published
- United Pac. Ins. Co. v. Roche, 401 F.3d 1362 (Fed. Cir. 2005).published
- Greenwood Assocs., L.P. v. Perry, 399 F.3d 1317 (Fed. Cir. 2005).published
- Interwest Constr. v. Jesse Brown, Sec'y of Vets. Affairs, 29 F.3d 611 (Fed. Cir. 1994).published
- Grumman Data Sys. Corp. v. John H. Dalton, Sec'y of the Navy, & Intergraph Corp., Intervenor, 88 F.3d 990 (Fed. Cir. 1996).published
- Lockheed Martin Ir Imaging Sys., Inc. v. Togo D. West, Jr., Sec'y of the Army, 108 F.3d 319 (Fed. Cir. 1997).published
- P.R. Burke Corp. v. United States, 277 F.3d 1346 (Fed. Cir. 2002).published
- Comtrol, Inc. v. United States, 294 F.3d 1357 (Fed. Cir. 2002).published
- M.A. Mortenson Co. v. Les Brownlee, Acting Sec'y of the Army, 363 F.3d 1203 (Fed. Cir. 2004).published
- Hpi/gsa-3c, LLC v. Stephen A. Perry, Adm'r, Gen. Servs. Admin., 364 F.3d 1327 (Fed. Cir. 2004).published
- Nvt Tech., Inc. v. United States, 370 F.3d 1153 (Fed. Cir. 2004).published
- Sec'y of United States Air Force v. Commemorative Air Force, 585 F.3d 895 (6th Cir. 2009).published
- Sullivan v. Cap Gemini Ernst & Young U.S., 518 F. Supp. 2d 983 (N.D. Ohio 2007).published
- Found. Int'l, Inc. v. E.T. Ige Constr., Inc., 78 P.3d 23 (Haw. 2003).published
- Am Gen., LLC v. United States, 115 Fed. Cl. 653 (Fed. Cl. 2014).published
- Anchor Sav. Bank, FSB v. United States, 121 Fed. Cl. 296 (Fed. Cl. 2015).published
- The Titan Corp. v. Support Sys. Assoc., 315 F. App'x 870 (11th Cir. 2009).unpublished
- Jkb Solutions & Servs., LLC. v. United States, No. 19-1390 (Fed. Cl. May 5, 2020).published
- Int'l Transducer Corp. v. United States, 30 Fed. Cl. 522 (Fed. Cl. 1994).published
- Rice Lake Contracting, Inc. v. United States, 33 Fed. Cl. 144 (Fed. Cl. 1995).published
- Huna Totem Corp. v. United States, 35 Fed. Cl. 603 (Fed. Cl. 1996).published
- Aero Corp., S.A. v. United States, 38 Fed. Cl. 739 (Fed. Cl. 1997).published
- Allied Tech. Grp., Inc. v. United States, 39 Fed. Cl. 125 (Fed. Cl. 1997).published
- Blinderman Constr. Co. v. United States, 39 Fed. Cl. 529 (Fed. Cl. 1997).published
- Massie v. United States, 40 Fed. Cl. 151 (Fed. Cl. 1997).published
- PCL Constr. Servs., Inc. v. United States, 41 Fed. Cl. 242 (Fed. Cl. 1998).published
- Cray Rsch., Inc. v. United States, 41 Fed. Cl. 427 (Fed. Cl. 1998).published
- Goldsmith v. United States, 42 Fed. Cl. 664 (Fed. Cl. 1999).published
- United Comput. Supplies, Inc. v. United States, 43 Fed. Cl. 351 (Fed. Cl. 1999).published
- Advanced Data Concepts, Inc. v. United States, 43 Fed. Cl. 410 (Fed. Cl. 1999).published
- Ryan Co. v. United States, 43 Fed. Cl. 646 (Fed. Cl. 1999).published
- Anderson Columbia Env't, Inc. v. United States, 43 Fed. Cl. 693 (Fed. Cl. 1999).published
- C.W. Over & Sons, Inc. v. United States, 44 Fed. Cl. 18 (Fed. Cl. 1999).published
- Cray Rsch., Inc. v. United States, 44 Fed. Cl. 327 (Fed. Cl. 1999).published
- Metric Constructors, Inc. v. United States, 44 Fed. Cl. 513 (Fed. Cl. 1999).published
- ITT Fed. Servs. Corp. v. United States, 45 Fed. Cl. 174 (Fed. Cl. 1999).published
- GPA-I, LP v. United States, 46 Fed. Cl. 762 (Fed. Cl. 2000).published
- Gambino v. United States, 47 Fed. Cl. 275 (Fed. Cl. 2000).published
- P.R. Burke Corp. v. United States, 47 Fed. Cl. 340 (Fed. Cl. 2000).published
- First Nationwide Bank v. United States, 48 Fed. Cl. 248 (Fed. Cl. 2000).published
- Bristol-Myers Squibb Co. v. United States, 48 Fed. Cl. 350 (Fed. Cl. 2000).published
- Unisys Corp. v. United States, 48 Fed. Cl. 451 (Fed. Cl. 2001).published
- Hunt Constr. Grp., Inc. v. United States, 48 Fed. Cl. 456 (Fed. Cl. 2001).published
- Dodson Livestock Co. v. United States, 48 Fed. Cl. 551 (Fed. Cl. 2001).published
- Hansen Bancorp, Inc. v. United States, 49 Fed. Cl. 168 (Fed. Cl. 2001).published
- J & H Reinforcing & Structural Erectors, Inc. v. United States, 50 Fed. Cl. 570 (Fed. Cl. 2001).published
- King Fisher Co. v. United States, 51 Fed. Cl. 94 (Fed. Cl. 2001).published
- Cross Petroleum v. United States, 51 Fed. Cl. 549 (Fed. Cl. 2002).published
- Jowett, Inc. v. United States, 51 Fed. Cl. 584 (Fed. Cir. 2002).published
- Metcalf Constr. Co. v. United States, 53 Fed. Cl. 617 (Fed. Cl. 2002).published
- Lee Lewis Constr., Inc. v. United States, 54 Fed. Cl. 88 (Fed. Cl. 2002).published
- Ryco Constr., Inc. v. United States, 55 Fed. Cl. 184 (Fed. Cl. 2002).published
- AmerisourceBergen Drug Corp. v. United States, 60 Fed. Cl. 30 (Fed. Cl. 2004).published
- CW Gov't Travel, Inc. v. United States, 63 Fed. Cl. 369 (Fed. Cl. 2004).published
- Jacobs Eng'g Grp., Inc. v. United States, 63 Fed. Cl. 451 (Fed. Cl. 2005).published
- Conner Bros. Constr. Co. v. United States, 65 Fed. Cl. 657 (Fed. Cl. 2005).published
- M.G. Constr., Inc. v. United States, 67 Fed. Cl. 176 (Fed. Cl. 2005).published
- Info. Sys. & Networks Corp. v. United States, 68 Fed. Cl. 336 (Fed. Cl. 2005).published
- Craig-Buff Ltd. P'ship v. United States, 69 Fed. Cl. 382 (Fed. Cl. 2006).published
- Larosa's Int'l Fuel Co. v. United States, 73 Fed. Cl. 625 (Fed. Cl. 2006).published
- Alliant Techsystems Inc. v. United States, 74 Fed. Cl. 566 (Fed. Cl. 2007).published
- Keeter Trading Co. v. United States, 79 Fed. Cl. 243 (Fed. Cl. 2007).published
- Enron Fed. Solutions, Inc. v. United States, 80 Fed. Cl. 382 (Fed. Cl. 2008).published
- West Bay Builders, Inc. v. United States, 85 Fed. Cl. 1 (Fed. Cl. 2008).published
- Grand Acadian, Inc. v. United States, 87 Fed. Cl. 193 (Fed. Cl. 2009).published
- Pub. Serv. Co. v. United States, 88 Fed. Cl. 250 (Fed. Cl. 2009).published
- Ret. Communities LLC v. United States, 92 Fed. Cl. 587 (Fed. Cl. 2010).published
- Northrop Grumman Computing Sys., Inc. v. United States, 93 Fed. Cl. 144 (Fed. Cl. 2010).published
- Marquardt Co. v. United States, 101 Fed. Cl. 265 (Fed. Cl. 2011).published
- Chapman Law Firm, LPA v. United States, 103 Fed. Cl. 28 (Fed. Cl. 2012).published
- Horn & Assocs., Inc. v. United States, 104 Fed. Cl. 121 (Fed. Cl. 2012).published
- Bell/Heery v. United States, 106 Fed. Cl. 300 (Fed. Cl. 2012).published
- Sys. Plan. Corp. v. United States, 107 Fed. Cl. 710 (Fed. Cl. 2012).published
- Fire Creek Co. v. United States, No. 25-1654 (Fed. Cl. Mar. 3, 2026).published
At page 1581 Determining accord and satisfaction when claims are negotiated34 citing cases“when some performance different from that which was claimed as due is rendered and such substituted performance is accepted by the claimant as full satisfaction of his claim.”
- HECO Pac. Mfg., Inc., No. 63217 (A.S.B.C.A. Sept. 4, 2025).publishedAn accord and satisfaction occurs “when some performance different from that which was claimed as due . . . is accepted by the claimant as full satisfaction of his claim.” Id. at 1340-1341 (quoting Cmty. Heating & Plumbing Co. v. Kelso, 98…
- Lcc-Mzt Team IV v. United States, No. 16-1406 (Fed. Cl. Aug. 26, 2021).publishedCmty. Heating & Plumbing Co. v. Kelso, 987 F.2d 1575, 1581 (Fed. Cir. 1993).
- Mission1st Grp., Inc., ASBCA No. 62461, 62646 (A.S.B.C.A. Aug. 16, 2021).publishedCir. 2009) (quoting Cmty. Heating & Plumbing Co. v. Kelso, 987 F.2d 1575, 1581 (Fed.
- Info. Sys. & Networks Corp. v. United States, No. 06-387 (Fed. Cl. May 26, 2020).publishedCir. 2004) (quoting Cmty. Heating & Plumbing Co., Inc. v. Kelso, 987 F.2d 1575, 1581 (Fed.
- Alutiiq Com. Enter., LLC, ASBCA No. 61503 (A.S.B.C.A. Jan. 9, 2020).publishedCir. 2009), the Court explained the familiar law of accord and satisfaction occurs "when some performance is different from that which was claimed as due is rendered and such substituted performance is accepted by the claimant as full sati…
- Oasis Int'l Waters, Inc. v. United States, No. 10-707 (Fed. Cl. Dec. 1, 2017).publishedCt. 716, 723 (1983). 37 Cmty. Heating & Plumbing Co. v. Kelso, 987 F.2d 1575, 1581 (Fed.
- Pyrotechnic Specialties, Inc., ASBCA No. 57890, 58335, 59103 (A.S.B.C.A. Mar. 13, 2017).publishedCir. 2009) (quoting Community Heating & Plumbing Co. v. Kelso, 987 F.2d 1575, 1581 (Fed.
- Korte-Fusco Jt. Venture, ASBCA No. 59767 (A.S.B.C.A. Nov. 5, 2015).publishedCir. 2009) (quoting Cmty. Heating & Plumbing Co. v. Kelso, 987 F.2d 1575, 1581 (Fed.
- Meridian Eng'g Co. v. United States, 122 Fed. Cl. 381 (Fed. Cl. 2015).published Therefore, the court should “refuse to bar a claim based upon the defense of accord and satisfaction^ because] the parties continue[d] to consider the claim after execution of a release.” Cmty. Heating & Plumbing Co. v. Kelso, 987 F.2d 157…
- Optex Sys., Inc., ASBCA No. 58220 (A.S.B.C.A. Nov. 6, 2014).publishedCir. 2004) (citing Community Heating & Plumbing Co. v. Kelso, 987 F.2d 1575, 1581 (Fed.
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- Bell Bci Co. v. United States, 570 F.3d 1337 (Fed. Cir. 2009).published
- Ahrens v. United States, 225 F. App'x 866 (Fed. Cir. 2007).unpublished
- Case, Inc. v. United States, 88 F.3d 1004 (Fed. Cir. 1996).published
- Donald O'connor, & Benjamin M. Aban, Donald N. Adaniya, Rolando R. Alvarado, Joseph A. Alvitre, Larry Andrews, Jeannett Armstrong, Robert G. Ashmore, Lee E. Austin, David K. Bahl, Lawrence R. Barron, Kenneth R. Battle, Jeanette Binion, Royce Binion, Eleanor M. Bishop, Gaetane M. Boutin, Thomas R. Boyden, Deena J. Bradshaw, Shadrach Breaux, Stephen G. Broich, Michael C. Brown, Yulanda S. Brown, David S. Buchanan, Maria L. Buenrostro, Gail Burnett, William D. Byrd, Richard F. Camacho, Elaine L. Carr, Larry Carr, Ruby L. Carter, Daniel Castellano, Raymond Cervantes, Alyce Chacon, Joyce M. Chalenor, William Q. Chavira, Mary R. Clarett, Jacqueline v. Clayter, Janice L. Cobb, Paula Sue Conklin, Sandra G. Contreras, Lori A. Cook, Patricia A. Cormier, Osvaldo R. Cosme, John D. Cota, Jr., Scott A. Craddolph, Ronnie F. Crews, Joselito S. Cristobal, Sherron S. Cryer, Marjorie E. Cunningham, Elmito A. Danggoec, Gibson Nancy Darley, Valynda D. Davis, Claudia L. Dawkins, Mark W. Day, David Martin De Losreyes, Firmo C. De Mesa, Carolyn De Ruso, Mary E. Dean, Daniel J. Devoy, Rita P. Dietrich, John A. Dimercurio, Marianito G. Domingo, Viola E. Eaton, John T. Elliott, June E. Erwin, Sharon Espinoza, Joan E. Farber, Richard G. Ferguson, Craig E. Finch, Olivia Flores, Anna J. Fontana, Carl R. Fontana, David Russell Ford, Kevin Foreman, Salvador Franco, Donald R. Freeman, Richard C. Fromm, Charles E. Fuller, Donato F. Garcia, Lydia Garcia-Espinoza, Jerry A. Gasbarra, Andrea S. Gilbert, Frank C. Giovenco, Gabriel Giraco, Carmen Y. Glass Lang, Alan J. Glassman, Ralph J. Gomez, Gay Gorski, Russell L. Gosselin, Leland A. Gotwals, Regina Goudeau, Timothy N. Graham, Melody A. Grant, Kathryn I. Gregor, Gordon C. Gregory, Victor A. Guerra, Eduardo Guirado, Mary L. Gunn, Victor Guzman, Douglas A. Hackett, Clara N. Hansen, Joan C. Harkins, Sharon Chaney Harris, Ingrid A. Harrison Meyerhofer, Luella L. Hartman, Edmore Hatcher, Dennis W. Hattan, Clifford L. Hawk, Barbara A. Hayes, Alice L. Heftye, Robert L. Henson, Sr., George Hernandez, Eric D. Hibbler, Talbert L. Hignight, Dwight E. Hill, Vivian Hill, Karen L. Hillblom, Ernest L. Hines, Barbara A. Holland, Antonius A. Holst, Mark J. Hopkins, Richard J. Huerta, Edward E. Huizar, Michael F. Humphrey, Eileen Hutchings, Pamela M. Iseri, Carole A. Jackson, Pamela A. Jarrett, Ronald D. Jensen, Odalie K. Johannessen, Judith A. John, Fred C. Johnson, David L. Johnson, Brian L. Jones, Altheria v. Jones, Ethelyn J. Jones, Charles L. King, John L. King, Edward S. Kirol, Stacey A. Koide, Jean K. Konnoff, Geza C. Koszty, Michael J. Kunza, Kenneth R. Kyle, Philip L. Lamontagne, Timothy D. Lane, Larry A. Latine, Phillip E. Lawson, Deirdre Anne Leary, James F. Lindekugel, Nelson Lugo, Teofilo M. Lugo, Laisene Malauulu, Gregory D. Marinas, Patrice A. Markham, Val S. Marquez, Richard D. McCaffery Lance E. McNeil Johnny McQueen Jr., Anthony C. Metoyer, Jr., Troy J. Montgomery, Jong-Boon Moon, Don A. Morales, Donald F. Morgan, Barbara R. Murtagh, Albert W. Myers, Joyce C. Naeyaert, Mark D. Neumeister, Robert D. Nickens, Roque Nieto, Michael C. Nimtz, Sandra Lee Nunally, Yolanda Ontiveros-Duncan, Ronald L. Orr, Michael A. Paez, Kenneth F. Paffrath, Evelyn P. Palencia, Hugo A. Palomo, Roy H. Parker, Iii, Gary A. Patterson, Henry P. Perez, Robert A. Perez, Arthur R. Pimentel, Stanley H. Polinsky, Thomas H. Potter, Valerie B. Prather, John L. Quaderer, Lance D. Queen, Sandra A. Quintard, Timothy John Ramirez, Veda R. Ramsey, Linda Rau, Natividad Reyes, Jr., Frances A. Riedel, Edgar B. Roa, Angela K. Robbins, Roxie A. Roddy, Sharon L. Rodriguez, Joseph v. Rodriguez, Robert G. Rollings, Frank Romero, Richard M. Rosenthal, John G. Rossi, Ann Rubin, Vito Ruggiero, Ronald S. Sadora, Carlos E. Salazar, Priscilla B. Samson, Debra D. Sanchez, Robert Sanchez, Mark A. Sands, Jessie G. Santos, Ymelda Sasseen, William P. Shea, James E. Sheldon, Raymond J. Shipley, James N. Shows, Frank R. Silkwood, Deborah L. Sitlington, William H. Slaton, Charlotte C. Sluder, Gladys L. Snowden, Thomas I. Sorrels, Dennis E. Spain, Vivienne Steele, William H. Stephens, John W. Strandberg, Barry R. Stratton, Cathy D. Stratton, Belinda A. Sturz, Mick Suarez, Cindy J. Sulistio, Arturo L. Tabios, Jaime E. Tagle, George v. Taylor, John S. Telles, Dominic A. Thomas, Mia P. Thompson, Betty A. Todd, Rebecca M. Upton, Maria Suzette Vaccaro, James T. Vanhorn, Dana P. Vanorman, Joan C. Vincent, Warren E. Voss, Lula M. Wall, Vincent K. Warren, Bobby Lee Washington, Stephanie Renee Washington, James A. Wathen, Ii, Irma Weaver, Francis E. Whalen, Jr., Elvira A. White, Mary A. Wicker, Walter Gene Wilkerson, Merle A. Wilkison, Brenda G. Williams, Ervin Williams, Jr., Greg F. Wolfslau, Robert C. Woolfork, Rodney A. Wright, & Stanley E. Zubas v. United States, 308 F.3d 1233 (Fed. Cir. 2002).published
- Nicon, Inc. v. United States, 331 F.3d 878 (Fed. Cir. 2003).published
- M.E.S., Inc. v. McHugh, 502 F. App'x 934 (Fed. Cir. 2013).unpublished
- Carol D. Jones, ASBCA No. 61080 (A.S.B.C.A. May 8, 2017).published
- Meridian Eng'g Co. v. United States, No. 11-492 (Fed. Cl. Sept. 23, 2019).published
- McLain Plumbing & Elec. Serv., Inc. v. United States, 30 Fed. Cl. 70 (Fed. Cl. 1993).published
- Coastal Indus., Inc. v. United States, 32 Fed. Cl. 368 (Fed. Cl. 1994).published
- Nat'l Steel & Shipbuilding Co. v. United States, 49 Fed. Cl. 579 (Fed. Cl. 2001).published
- O'Connor v. United States, 50 Fed. Cl. 285 (Fed. Cl. 2001).published
- Kanag'Iq Constr. Co. v. United States, 51 Fed. Cl. 38 (Fed. Cl. 2001).published
- W & F Bldg. Maint. Co. v. United States, 56 Fed. Cl. 62 (Fed. Cl. 2003).published
- Abatement Contracting Corp. v. United States, 58 Fed. Cl. 594 (Fed. Cl. 2003).published
- Ahrens v. United States, 62 Fed. Cl. 664 (Fed. Cl. 2004).published
- C.H. Robinson Int'l v. United States, 64 Fed. Cl. 651 (Fed. Cl. 2005).published
- Dist. of Columbia v. United States, 67 Fed. Cl. 292 (Fed. Cl. 2005).published
- Axion Corp. v. United States, 68 Fed. Cl. 468 (Fed. Cl. 2005).published
- K-Con Bldg. Sys., Inc. v. United States, 97 Fed. Cl. 41 (Fed. Cl. 2011).published
- K-Con Bldg. Sys., Inc. v. United States, 100 Fed. Cl. 8 (Fed. Cl. 2011).published
- O'Connor v. United States, 308 F.3d 1233 (Fed. Cir. 2002).published
- K-Con Bldg. Sys., Inc. v. United States, 107 Fed. Cl. 571 (Fed. Cl. 2012).published
- Vectrus Sys. Corp., No. 63239 (A.S.B.C.A. Jan. 4, 2024).published
At page 1578 Determining contract ambiguity and standard of review31 citing cases“contracts are not necessarily rendered ambiguous by the mere fact that the parties disagree as to the meaning of their provisions.”
- Johnny F. Smith Truck & Dragline Serv., Inc. v. United States, 49 Fed. Cl. 443 (Fed. Cl. 2001).published See Community Heating, 987 F.2d at 1579 (“A contract is ambiguous if it is susceptible of two different and reasonable interpretations, each of which is found to be consistent with the contract language.”). “[T]he presence or absence of a…
- Joerns Healthcare, LLC v. United States, No. 25-1688 (Fed. Cl. Apr. 28, 2026).unpublished“contracts are not necessarily rendered ambiguous by the mere fact that the parties disagree as to the meaning of their provisions.”
- Vigor Works, LLC, ASBCA No. 62607 (A.S.B.C.A. Feb. 23, 2023).publishedEach interpretation must fall within a “zone of reasonableness.” ECI Constr., 05-1 BCA ¶ 32,857 at 162,807 (citing Metric 9 Constructors, Inc. v. NASA, 169 F.3d 747, 751 (Fed. Cir. 1999); Community Heating & Plumbing Co. v. Kelso, 987 F.2d…
- United Communities, LLC v. United States, No. 20-1220 (Fed. Cl. July 23, 2021).published If the contract language is unambiguous, it “must be given [its] plain and ordinary meaning.” McAbee Const., Inc. v. United States, 97 F.3d 1431, 1435 (Fed. Cir. 1996). “[C]ontracts are not necessarily rendered ambiguous by the mere fact t…
- Salient Fed. - Sgis, Inc. v. United States, No. 20-1416 (Fed. Cl. Mar. 22, 2021).published Corp. v. Dalton, 88 F.3d 990, 997-98 (Fed. Cir. 1996) (interpreting a solicitation using contract interpretation principles). “[C]ontracts are not necessarily rendered ambiguous by the mere fact that the parties disagree as to the meaning…
- Metric Constructors, Inc. v. Nat'l Aeronautics & Space Admin., 169 F.3d 747 (Fed. Cir. 1999).published
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v.
Admiral Frank B. KELSO, II, Acting Secretary of the Navy, Appellee
This is an appeal from a decision of the Armed Services Board of Contract Appeals (board) denying the claims brought by Community Heating and Plumbing Co., Inc. (Community), against the Secretary of the United States Navy (Navy). [1] The claims arose out of a contract to remove and replace the condensate and steam system located at the Marine Corps Air Station, Cherry Point, North Carolina. Community seeks compensation for; 1) the costs associated with the installation of conduit sleeves in existing manholes; and, 2) the costs which arose from delays experienced by the project. [2] We affirm the decision of the board.
The Conduit Sleeve Claim
On May 18, 1982, Community submitted a bid in response to the Navy’s Invitation for Bids. On May 19, Navy Contract Specialist Rosalind D. Rogers replied by mail informing Community that although it was the apparent low bidder, its bid appeared “somewhat out of line” as compared to the Navy’s estimate and the other bids received. In fact, Community’s estimate for the project was 14% below the Navy estimate and 5% below the second lowest bid received. Accordingly, Ms. Roger’s letter instructed Community to check its proposal and confirm its bid price in writing. In addition, Navy officials decided that if the bid were confirmed, Community should also be required to meet with the Navy officials to reverify the project’s scope. On June 1,1982, Community confirmed its bid, and on June 3 a bid confirmation meeting was held at the Navy’s offices. Those present at the meeting included Mr. Levy for Community and Mr. Manger (LANT-DIV Engineer), Mr. Hiteshaw (the drafter of the project drawings), and Ms. Rogers for the Navy. [3] The only evidence in the record regarding the discussions which took place at the meeting was the testimony of those in attendance and a memorandum written by Ms. Rogers the following day.
On June 4, 1982, the day after the meeting, Mr. Levy wrote a letter to the Navy[*1578] referencing the meeting and stating in part:
The items listed below were discussed and approved during our June 3, 1982 conference.
3. The conduit sleeves shown on Sheet M-5 in the lower righthand corner are for the new manholes only for both condensate and steam.
(Emphasis added.)
The Navy responded to Community’s June 4 communication with a letter dated June 21, 1982. That letter made no express objection to Community’s contract interpretation regarding the conduit sleeves, but it did state in part:
The meeting referred to in your letter was held as part of the bid confirmation process in order to insure that you had considered all components of the job in preparing your bid. Contract awards on formally advertised procurements must be made in strict accordance with the terms of the Invitation for Bids.
It is requested that you verify in writing the correctness of your bid in accordance with the Invitation for Bids.
On June 30, 1982, the bid was confirmed in writing, and on July 15, 1982, the contract, No. N62470-81-C-1345, was awarded to Community.
After the contract was awarded, the Navy directed Community to furnish conduit sleeves in new and existing manholes “where needed.” Community then brought a claim for additional compensation, ASBGA No. 38167, arguing that the contract required installation of conduit sleeves at new manholes only. Upon consideration of the evidence, the board ruled in favor of the Navy in a final decision dated February 24, 1992. The board held that the contract was unambiguous since there was “no way” the contract could be construed in the manner advocated by Community. Community now appeals.
Standard of Review
Under 41 U.S.C. § 609(b) (1988), the decision of the board on any question of law is not final or conclusive, but the decision on any question of fact “shall be final and conclusive and shall not be set aside unless the decision is fraudulent, or arbitrary, or capricious or so grossly erroneous as to necessarily imply bad faith, or if such decision is not supported by substantial evidence.” See Triax-Pacific v. Stone, 958 F.2d 351, 353 (Fed.Cir.1992).
Community argues that the contract contained latent ambiguity and, because the June 4 letter gave notice of Community’s contract interpretation, the Navy is bound to that interpretation by its failure to object. Lykes-Youngstown Corp. v. United States, 420 F.2d 735, 190 Ct.Cl. 348, cert. denied, 400 U.S. 865, 91 S.Ct. 102, 27 L.Ed.2d 104 (1970); Maxwell Dynamometer Co. v. United States, 386 F.2d 855, 181 Ct.Cl. 607 (1967); Midwest Transit, Inc., PSBCA No. 1504, 87-3 BCA (CCH) If 20,079 at 101,656. However, Community’s alternate contract interpretation cannot be adopted if the present contract is unambiguous, Perry & Wallis, Inc. v. United States, 427 F.2d 722, 725, 192 Ct.Cl. 310 (1970) (holding that where a contract is not ambiguous, the wording of the contract controls its meaning and resort cannot be had to extraneous circumstances or subjective interpretations), or if the ambiguity is patent. Fortec Constructors v. United States, 760 F.2d 1288, 1291 (Fed.Cir.1985) (holding that the existence of a patent ambiguity raises a duty to inquire, regardless of the reasonableness of contractor’s interpretation).
Community asserts that the contract, as it pertains to the conduit sleeves, is ambiguous. It contests the Navy’s reading of the contract, which was adopted by the board, and argues in favor of an alternative contract interpretation based upon its own reading of the contract language, specifications and drawings. However, contracts are not necessarily rendered ambiguous by the mere fact that the parties disagree as to the meaning of their provisions. Brunswick Corp. v. United States, 951 F.2d 334, 337 (Fed.Cir.1991); Blake Constr. Co. v. United States, 597 F.2d[*1579] 1357, 1359, 220 Ct.Cl. 56 (1979); John C. Grimberg Co. v. United States, 7 Cl.Ct. 452, 457 (Cl.Ct.), aff'd without opinion, 785 F.2d 325 (Fed.Cir.1985). That the parties disagree with a specification, or that a contractor’s interpretation thereof is conceivable, does not necessarily render that specification ambiguous so as to require that it be construed against the drafter. Ace Constr. Co. v. United States, 401 F.2d 816, 820, 185 Ct.Cl. 487 (1968). A contract is ambiguous if it is susceptible of two different and reasonable interpretations, each of which is found to be consistent with the contract language. Edward R. Marden Corp. v. United States, 803 F.2d 701, 705 (Fed.Cir.1986); Highway Prods., Inc. v. United States, 530 F.2d 911, 917, 208 Ct.Cl. 926 (1976); Sun Shipbuilding & Dry Dock Co. v. United States, 393 F.2d 807, 815-16, 183 Ct.Cl. 358 (1968).
Here, Community’s contract interpretation, based on its reading of the contract drawings and specifications, is not reasonable. First, there is substantial evidence in the drawings to support the board’s finding that conduit sleeves are required in new and existing manholes. [4] Second, the M-6 project drawings are entitled “Typical Detail Showing Penetration of Exist. Manholes or Bldg. Pit Wall for Condensate Line”. (Emphasis added.) Finally, other bidders interpreted the drawings to mean that the conduit sleeves are required in new and existing manholes. [5]
In addition, the board held that the contract was unambiguous. Contract ambiguity is a question of law, Newsom v. United States, 676 F.2d 647, 649, 230 Ct.Cl. 301 (1982), which is reviewable de novo by this court. 41 U.S.C. § 609(b) (1988). However, the board has considerable experience and expertise in interpreting govemment contracts, and its interpretation is given careful consideration and great respect. United States v. Turner Constr. Co., 819 F.2d 283, 285 (Fed.Cir.1987) (quoting Fortec Constructors v. United States, 760 F.2d 1288, 1291 (Fed.Cir.1985)). Accordingly, the contract is unambiguous, and Community's conduit sleeve claim must be rejected.
Assuming the contract were ambiguous, Community’s claim would still fail because the contract ambiguity is patent and not latent. [6] The determination of whether an ambiguity is patent is not a “yes-no proposition.” Newsom, 676 F.2d at 650. “When determining whether contract language is patently ambiguous, the language must be placed at a point along a spectrum of ambiguity.” Fort Vancouver Plywood Co. v. United States, 860 F.2d 409, 414 (Fed.Cir.1988). “There is a grey area between the point along this spectrum at which a document requires more exacting language and that at which additional detail will add nothing but worthless sur-plusage.” Id. Thus, a patent ambiguity does not exist where the ambiguity is “neither glaring nor substantial nor patently obvious.” Mountain Home Contractors v. United States, 425 F.2d 1260, 1264, 192 Ct.Cl. 16 (1970). Here, Community did inquire about the conduit sleeves and any ambiguity would have therefore been patent. Vista Scientific Corp. v. United States, 808 F.2d 50, 52 (Fed.Cir.1986).
If a contract contains a patent ambiguity, the contractor is under a duty to inquire and must seek clarification of the proper contract interpretation. Interstate Gen. Gov’t Contractors, Inc., v. Stone, 980 F.2d 1433 (Fed.Cir.1992); J.A. Jones Constr. Co. v. United States, 395 F.2d 783, 790, 184 Ct.Cl. 1 (1968) (holding that failure[*1580] to recognize an obvious ambiguity does not excuse the contractor from its duty to seek clarification). This policy, known as the patent ambiguity doctrine, was established to prevent contractors from taking advantage of the government, protect other bidders by assuring that all bidders bid on the same specifications, and materially aid the administration of government contracts by requiring that ambiguities be raised before the contract is bid, thus avoiding costly litigation after the fact. Newsom, 676 F.2d at 649.
In addition, where a discrepancy exists in the contract drawings, as Community here alleges, a contractor may be required to seek clarification. Jefferson Constr. Co. v. United States, 364 F.2d 420, 176 Ct.Cl. 1363 (1966), cert. denied, 386 U.S. 914, 87 S.Ct. 865, 17 L.Ed.2d 786 (1967). For example, in Woodcrest Constr. Co. v. United States, 408 F.2d 406, 187 Ct.Cl. 249 (1969), cert. denied, 398 U.S. 958, 90 S.Ct. 2164, 26 L.Ed.2d 542 (1970), one contract drawing showed an existing communications manhole while a related drawing indicated that the same manhole was to be constructed by the contractor. Id. 408 F.2d at 412. The court considered this discrepancy obvious and held that the contractor should have asked for clarification. Id. 408 F.2d at 412-13.
However, it is not enough under the duty to inquire that a contractor merely make an initial inquiry. Beacon Constr. Co. v. United States, 314 F.2d 501, 504, 161 Ct.Cl. 1 (1963) (holding that duty to inquire requires the contractor to call attention to obvious contract omissions and make certain they were deliberate). Also instructive on this point is Construction Service Co., ASBCA No. 4998, 59-1 BCA (CCH) ¶ 2077 at 8838, where a contractor requested clarification of a contract but received an addendum which did not alleviate the confusion. The board found that the duty to inquire had not been met. “If after receiving the addendum, the intended meaning was still not clear to appellant, it should have requested a further clarification.” Id. at 8846-47.
This holding was reiterated in Southside Plumbing Co., ASBCA No. 8120, 64 BCA (CCH) If 4314 at 20,860. In that case, a contractor became aware of an ambiguity prior to bidding, sought and received an addendum that was expected to furnish clarification and later realized that the addendum failed to resolve the ambiguity. Without seeking further clarification, the contractor bid on the basis of its own interpretation, which, under the circumstances, was more favorable to the contractor. The board held that the contractor had not met its burden under the duty to inquire. “Here, the appellant not only recognized the ambiguity but made inquiry. This circumstance, in our opinion, brings the case within the principle in Construction Service Company, that the inquiry should have been pursued to clarification.” Id. at 20,861 (citation omitted).
The Navy’s response to the June 4 letter expressly failed to address the issue of the conduit sleeves and thus provided a strong indication to Community that confusion still existed between the parties. Community was therefore obligated to request further clarification regarding the proper installation of the conduit sleeves. While it troubles this court that the Navy did not directly and timely object to Community’s contract interpretation, Community nevertheless failed to satisfy its own obligations under the duty to inquire and thus acted at its own risk when it proceeded to perform on the contract.
In addition, while not a direct response to the June 4 letter, the Navy’s reply was sufficient to indicate that the Navy did not acquiesce to Community’s alternative contract interpretation. Cf. Aviation Contractor Employees, Inc. v. United States, 945 F.2d 1568, 1571 (Fed.Cir.1991) (holding that “somewhat evasive” response by government to bidders’ pre-bid questioning was sufficient to “clearly put bidders on notice” that government intended to restrict option pricing).
Claims Arising From Work Delays
Community asserts that a 474-day work delay caused by the Navy resulted in an[*1581] unanticipated increase in the total cost of completing the contract. Accordingly, Community seeks to recover alleged additional costs associated with contractor-owned equipment (ASBCA No. 37981), home office overhead (ASBCA No. 40151), field office overhead (ASBCA No. 38467), overtime (ASBCA No. 38166), lost labor productivity (ASBCA No. 40151) and express profit (ASBCA No. 38168). The board found that an accord and satisfaction had occurred as a result of Community’s execution of various contract modifications and therefore denied Community’s entitlement to all delay and impact costs. The board also rejected each of these claims individually.
Discharge of a claim by accord and satisfaction occurs when some performance different from that which was claimed as due is rendered and such substituted performance is accepted by the claimant as full satisfaction of his claim. Brock & Blevins Co. v. United States, 343 F.2d 951, 955, 170 Ct.Cl. 52 (1965). However, courts may refuse to bar a claim based upon the defense of accord and satisfaction where the parties continue to consider the claim after execution of a release. Winn-Senter Constr. Co. v. United States, 75 F.Supp. 255, 110 Ct.Cl. 34 (1948). “Such conduct manifests an intent that the parties never construed the release as an abandonment of plaintiff’s earlier claim.” A & K Plumbing & Mechanical, Inc. v. United States, 1 Cl.Ct. 716, 723 (1983). Here, the evidence in the record indicates that the Navy continued to negotiate and audit Community’s claims years after they were submitted. [7] Accordingly, Community’s claims were not barred by an accord and satisfaction, and each claim must therefore be addressed individually.
On February 25, 1988, Community submitted to the Navy a claim for $390,506 to recover the cost of contractor-owned equipment during an 8-month time extension of the contract. A contractor may recover the cost of contractor-owned equipment incurred over an extended contract period when the government requires the use of that equipment beyond the original contract period and thereby deprives the contractor of its useful value. Nolan Bros. v. United States, 437 F.2d 1371, 194 Ct.Cl. 1 (1971). Here, the board found that Community had underbid its costs for the contract by at least $300,000 and had been paid $319,000 for actual equipment costs of $268,000. The decision of the board on any question of fact is final and conclusive and will not be set aside unless fraudulent, arbitrary, or capricious or not supported by substantial evidence. 41 U.S.C. § 609(b) (1988). See US West Communications Servs., Inc. v. United States, 940 F.2d 622, 625 (Fed.Cir.1991). Community has not met its burden to rebut the board’s findings. Accordingly, the board’s decision to deny Community further recovery for the cost of contractor-owned equipment is affirmed. Community seeks to recover home office costs for the period between December 16,1984 and April 4,1986, as calculated under the Eichleay formula based upon an extension of performance created by government ordered changes. “Where performance of a contract has been delayed, the overhead expenses of performing that contract continue for the additional time.” Capital Elec. Co. v. United States, 729 F.2d 743, 748 (Fed.Cir.1984) (Friedman, J., concurring). “A portion of the total overhead for that additional period accordingly is allocable as a cost of performing that contract.” Id. Thus, a government contractor may recover extended home office overhead during periods of government-caused delay. 48 C.F.R. §§ 31.203-205 (1990). See Luria Bros. v. United States, 369 F.2d 701, 177 Ct.Cl. 676 (1966); J.D. Hedin Constr. Co. v. United States, 347 F.2d 235, 171 Ct.Cl. 70 (1965); Fred R. Comb Co. v. United States, 103 Ct.Cl. 174 (1945).
This court reviewed the two methods of recovering home office overhead in C.B.C. Enterprises, Inc. v. United States, [*1582] 978 F.2d 669 (Fed.Cir.1992). The first method would allow a contractor to recover a fixed percentage mark-up of the direct costs it incurred. Id. at 672. However, if compensable delay occurs and the contractor demonstrates that it could not have taken on any other jobs during the contract period, the Eichleay formula, which calculates home office overhead on a daily basis, may also be used. Id. at 672-74. “The contractor having met this burden, the government may only preclude use of the Ei-chleay formula if it can somehow show that the contractor would suffer no loss by using a fixed percentage mark-up formula.” Id. at 674; see Capital Elec. Co., 729 F.2d at 745-46.
In the present case, Community’s claim for home office costs arises out of contract performance involving continuous original and additional changes work rather than a suspension or hiatus in performance which would affect direct costs. There was no evidence that the contract changes resulted in a delay in performance which required Community to stand by idly and suspend its work. In addition, Community was paid a 27% home office overhead markup to compensate for change order work. Accordingly, Community’s claim to recover extended home office overhead costs by any method is rejected.
Remaining Claims
Finally, Community seeks to recover field overhead costs for the period between September 15, 1985 and October 31, 1985; lost labor productivity costs caused by Navy acts and omissions; the overtime wages it paid to its work force for performing extra work; and additional profit on contract modifications associated with differing site conditions. The opinion of the board denying Community recovery on these claims, for the reasons and facts there stated, is not arbitrary or capricious, is supported by substantial evidence, and is therefore affirmed.
Conclusion
For the aforementioned reasons, the decision of the board is
AFFIRMED.
. Community Heating & Plumbing Co., ASBCA Nos. 37981, 38166, 38167, 38168, 38467, 40151, 92-2 BCA (CCH) ¶ 24,870 at 124,051.
. In this combined appeal, Community seeks the following work delay costs: extended contractor-owned equipment (ASBCA No. 37981); extended home office overhead (ASBCA No. 40151); extended field office overhead (ASBCA No. 38467); overtime (ASBCA No. 38166); lost labor productivity (ASBCA No. 40151); and profit in excess of the 6% allowed by the Navy on contract modifications (ASBCA No. 38168). Also claimed was an equitable adjustment for placing conduit sleeves on existing manholes. (ASBCA No. 38167.)
.Also present at the meeting were Mr. Harrison and Mr. Butt representing the Navy. The latter was the writer of the specifications.
. For example, the Sheet M-6 drawings indicate that the existing manhole wall must be patched with concrete. However, if conduit sleeves were required in new manholes only, the concrete around existing manholes would not need to be broken and patched up to install the sleeve.
. This is evidenced by Community’s bid estimate which was 5% below that of the second lowest bidder and 14% below the Navy’s estimate.
. Even if the ambiguity were latent, appellant’s claim would still fail. A contractor's interpretation of a latent ambiguity will only be adopted if it is found to be reasonable. Froeschle Sons, Inc. v. United States, 891 F.2d 270, 272 (Fed.Cir.1989). Here, however, we have found that Community’s interpretation was not reasonable.
. Specifically, the evidence shows that the Navy administered, reviewed, and negotiated Community’s claims on its merits prior to and after execution of the subject contract negotiations and waited more than two and one-half years to first raise the defense of accord and satisfaction.