Solicitation’s Q&As Do Not Count After Award Where Contract is Unambiguous
In the appeal of P.K. Management Group, Inc., CBCA 6185 (August 20, 2019), the Civilian Board of Contract Appeals denied a contractor's request for additional compensation. I will spare you the details on what the additional compensation was. What is interesting in this case is Judge Chadwick's finding that the awarded contract did not incorporate the Q&As and therefore they were not part of the contract. So, Judge Chadwick would not consider the Q&As when deciding a dispute over what the contract meant.
Because the Q&As were not part of the contract, Judge Chadwick found there was no need to look at them because the contract was clear on the interpretation issue in dispute:
Citing no documentary evidence, PKMG asserts that the questions and answers (Q&A) issued with the contract solicitation are “part of the PKMG Contract.” We see nothing in the contract that incorporates solicitation documents. PKMG cites as support for its assertion Gould, Inc. v. United States, 935 F.2d 1271, 1274 (Fed. Cir. 1991), and our decision in A-Son’s Construction, 15-1 BCA ¶ 36,089. Gould states that we must read contracts as a whole. 935 F.2d at 1274. In A-Son’s, we discussed a solicitation Q&A because HUD cited it as “extrinsic evidence” to help clarify an asserted ambiguity. 15-1 BCA at 176,213-14. Neither decision makes the Q&A here part of this contract.
Lesson Learned: Q&A's exchanged during the solicitation process will not trump clear language in the awarded contract. So, when bidding, do not assume that the Q&As will save the day if you have a contract interpretation dispute after contract award.
