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Contract Interpretation for Everyone – Essential Skills to Spot, Avoid, and Resolve Potential Problems Virtual Class Series
August 23, 2017 @ 2:00 pm - 3:30 pm
An event every week that begins at 2:00pm on Wednesday, repeating until August 30, 2017
This popular seminar is now offered as a 3-part live instructor-led virtual class.
Most contract disputes and misunderstandings concern the meaning of the contract; that is, the interpretation of the contract. Contract interpretation is not the exclusive domain of the lawyers. Rather, it is an essential skill set for all acquisition professionals, who need to be familiar with the principles in order to spot, avoid, and resolve potential problems over the meaning of the contract and the parties’ obligations, because they are on the front lines of proposal writing, contract award, and contract execution and administration.
This seminar covers the principles of contract interpretation as they are applied every day in federal government contracting and used by the boards and courts when they decide appeals. The principles are not in statutes, not in the FAR, and not in any regulations. They are authoritatively only in the decisions of the judges, and unofficially in a few legal publications, including The Contract Interpretation Handbook, the only book dedicated to this topic in the environment of government contracting, which was authored by our principal instructor for this series, Ken Allen.
Session 1: August 16
At the outset, the key concepts involved in and surrounding interpretation will be introduced, distinguished, and clarified. Then the seminar will discuss the types of government contracts that trigger misunderstandings as to contractual status and the parties’ basic purchasing and performance obligations. Next, the seminar will address the content of a contract, and thoroughly explain and illustrate the often misunderstood parol evidence rule; the evasive duty of good faith and fair dealing; matters incorporated with and without reference (including the “Christian Doctrine”), and the significance of communications during Oral Presentations.
Session 2: August 23
In the next phase of the seminar, the overarching principles of interpretation, such as objective interpretation; the intent of the parties and the primacy of the language of the contract; preferences between competing interpretations of a contract; and the role of context in interpreting a contract, will be discussed. This will include and stress the role of the so-called Plain Meaning Rule, and its place in government contract interpretation disputes.
Session 3: August 30
With the existence and content of a contract established, and an interpretive framework established, the seminar moves to the principles of interpretation. First are the principles that involve only the words of the contract (intrinsic evidence), and then those that apply information from outside the contract (extrinsic evidence). If this process results in a determination that both parties hold reasonable – but obviously different – interpretations, the contract is ambiguous. At that point the rule of contra proferentem comes into play, along with its important federal exception of “patent ambiguity,” and its other federal nuances.
This virtual class series will thoroughly familiarize and explain the following:
- The processes, nature, and realities of interpretation
- Communication scenarios that are prone to misunderstandings
- The key foundational issues of understanding a contract, including the objective approach to interpretation, the rules for defining the content of the contract and the federal courts’ rule on using information from outside the contract for interpretation – the Plain Meaning Rule
- The principles of interpretation – with real world illustrations taken from federal contract disputes
- The rule of interpreting ambiguities against the drafter (the Doctrine of Contra Proferentem) and the great exception to the general rule in federal contracting
- Subjects that are frequently involved in interpretation disputes, to including disputes over the formation and type of government contract, the contract authority of government personnel, order or precedence clauses, and clauses that shift the risk to contractors
Principles and topics will be reinforced with review exercises.
Continuing Education Credits
4.5 CLE/0.45 CEU/5.0 CPE (Business Law) credits may be earned for this course. This course is recommended for 6.0 CLP credits.
This course has been approved for CLE in CA, PA, VA and TX. Because this activity has been approved in another CLE jurisdiction, you may also receive credit for participation in AK, AZ, AR, CO, FL, HI, IL, ME, MT, NJ, NY, ND, and WI (additional state requirements may apply). If you are seeking CLE credits for a jurisdiction other than the ones listed above, please contact us for additional information.
This course can be submitted to Project Management Institute (PMI) for PDU. Upon their approval, it may be worth 4.5 PDU credits.
The Public Contracting Institute is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org.