Government Contracts: Key Rules of Construction and Interpretation, Lessons From Recent Decisions
Contra Proferentem, Government's Duty of Good Faith and Fair Dealing, FAR's Hierachy of Definition
Recording of a 90-minute CLE webinar with Q&A
This CLE course will discuss key rules of contract construction and interpretation that arise in government contracting, including the parol evidence rule, the government's duty of good faith and fair dealing, the intrinsic evidence rule, the plain meaning rule, the Federal Acquisition Regulation's (FAR) hierarchy of definition, contra proferentem in federal contract litigation, and controlling board and claims court decisions. The panel will also discuss how a contractor's actions--or inactions--throughout the federal acquisition process will impact how the contract is later interpreted.
Outline
- Overview
- Governing legal framework
- Key principles of contractual construction and interpretation
- Recent federal court and board of claims opinions
- Best practices for advocating issues of government contract construction and interpretation
- Specific issues related to solicitation, proposal management, performance requirements, and dispute resolution
- Innovative strategies and case studies
- Final considerations
Benefits
The panel will review these and other mission-critical questions:
- What is driving the increase in companies' pursuit of federal government contracting opportunities?
- What is the process of contract interpretation in federal contract litigation?
- What is the correct application of the parol evidence rule and the government's duty of good faith and fair dealing?
- What are the unique contractual risks of conducting business with the federal government--and how can they be mitigated?
- What are the principles that apply only to the words of the contract document, including the role of the FAR's hierarchy of definition?
- How can government contractors and their counsel ensure compliance with the relevant regulatory requirements?
- What is an "ambiguous" clause in a government contract?
- How do the latest court and board of contract appeals decisions interpret these provisions?
- What is the role of the plain meaning rule when considering information from outside the contract?
- What are best practices for incorporating additional information by reference?
- What are the four key types of extrinsic evidence, and how they are applied to interpret ambiguous contracts?
- What are the key issues to address in advocating for--or defending--interpretation of contract terms?
- What are practical strategies and insights into common contract interpretation mistakes and how can proper drafting reduce the likelihood of disputes--and offer significant advantages--if disputes arise with the government?
- How do courts apply contra proferentem in federal contract litigation, and what are the doctrine's two major exceptions?
- What enforceability challenges do contractors commonly face?
Faculty
Terrence O’Connor
Partner
Berenzweig Leonard
Mr. O’Connor works with government contractors as well as contracting officers, contract specialists, and... | Read More
Mr. O’Connor works with government contractors as well as contracting officers, contract specialists, and CORs/COTRs. He understands the government contract environment and uses this experience and his comprehensive working knowledge of the FAR and government contract law to help grow his client’s revenue from government contracts and task orders. Mr. O’Connor is a former federal government attorney and wrote government contracts and advised government employees on a wide range of procurement issues. Since 1984, he has been regularly teaching government contracts law to contracting officers, contract specialists and other government procurement professionals.
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Nicholas T. Solosky
Partner
Fox Rothschild
Mr. Solosky’s practice is concentrated on national government contracts and construction related matters with a... | Read More
Mr. Solosky’s practice is concentrated on national government contracts and construction related matters with a strong emphasis on federal procurement issues. He has extensive experience advising clients with respect to a wide range of risk management and dispute resolution matters, including: government agency suspension and debarment proceedings; federal bid protests and debriefing strategies; Buy American and Buy America Act compliance issues; federal ethics and compliance training; and Small Business Administration set-aside program guidance and size protests. Mr. Solosky also conducts a diverse litigation practice in both federal and state courts, with an emphasis on representing clients in complex commercial litigation.
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