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Interpretation of Specifications

In performing its contract, a contractor must interpret the specifications in a reasonable, logical manner, giving meaning to the document as a whole and not rendering any part of the contract meaningless. Hol-Gar Manufacturing Corp. v. United States, 169 Ct Cl 384 (1965). Under the rule of "contra proferentem," where the Government draws specifications which are fairly susceptible of a certain construction and the contractor actually and reasonably so construes them, justice and equity require that that construction be adopted. Folk Construction Co., Inc. v. United States, 2 Ct.Cl. 681 (1983).

"Contra proferentem," a means of choosing among conflicting, reasonable interpretations of ambiguous contract language, places the risk of ambiguity and lack of clarity on the drafting party. See Sturm v. United States, 421 F.2d 723, 727 (Ct.Cl. 1970). Thus, where a contractor reasonably interprets an ambiguous government specification, the rule requires that the contractor's interpretation be upheld. Peter Kiewit Sons' Co. v. United States, 109 Ct.Cl. 390, 418 (1947); W.P.C. Enterprises, Inc. v. United States, 323 F.2d 874 (Ct.Cl. 1963).

The underlying issue in the application of "contra proferentem" is the reasonableness of the contractor's interpretation. Where the contractor can establish that its interpretation falls within the "zone of reasonableness," the contract will be construed against the government. See W.P.C. Enterprises, supra; City Electric, Inc., ASBCA 24565, 82-2 BCA 16057 (1982). Thus, the contractor's interpretation will be upheld even if it is not the most preferable one.

It should also be oted that it has long been a rule of contract interpretation that contemporaneous, pre-dispute interpretation should be "deemed of great, if not controlling, influence." Old Colony Trust Co. v. Omaha, > 230 U.S. 100, 118 (1913). The Court of Claims said in Macke Co. v. United States, > 199 Ct. Cl. 552, 556, > 467 F.2d 1323, 1325 (1972):

(See Defective Specifications)

(See Implied Warranty in Specifications)

(See Ambiguity)

(See Ambiguity - Further Explanation)