District of Columbia v. C.J. Langenfelder & Son, Inc.

SCHWELB, Associate Judge,

dissenting:

“Try as they might,” my colleagues cannot persuasively contend that where the parties agreed that an “equitable adjustment” would be made, they intended “equitable considerations [to] have no bearing” on the proper construction of the contract and meant, instead, that “if I change my mind and it costs you, you pay the freight.” By reading the word “equitable” out of the “equitable adjustment” clause, the majority might as well be saying that the wedding was a success when everybody attended except the bride and groom. Believing that courts have no “roving discretion” to construe agreements by informed and sophisticated parties contrary to their terms, or to ignore both established doctrines of contract law and dispositive differences between the authorities relied on by the District and the present case, I respectfully dissent.

*1164I agree with the majority that this controversy turns on what the parties intended in 1968,1 and that subsequent changes in federal law are irrelevant. My differences with my colleagues concern their analysis of what these parties — Langenfelder and the District of Columbia — meant when they used the term “equitable adjustment.” Specifically, I disagree with the majority’s assumption that these words as used in the present agreement must mean the same thing as similar language in federal contracts. Any restrictive judicial gloss placed on “equitable adjustment” in the federal context was predicated on the existence of constitutional and statutory provisions exempting the United States from the obligation to pay interest. Since it is conceded that no such exemption existed in 1968 (or exists now) for the District of Columbia, reasonable people would have believed at that time that the words “equitable adjustment” meant what they said, and that their artificially narrow construction, designed to comport with principles peculiarly applicable to contracts with the federal government, should not be carried over to the agreement between Langenfelder and the District.

I

The principal facts are not in dispute and are relatively straightforward. The contract between the parties, executed in 1968, provides that the contracting officer may change specifications without prior notice, but that if he does so, and if this causes an “increase in the cost of performing the work,” then an equitable adjustment will be made. It is undisputed that Langenfelder has agreed to convert what would otherwise be a claim for breach of contract into a claim under the contract for equitable adjustment. See Crown Coat Front Co. v. United States, 386 U.S. 503, 511, 87 S.Ct. 1177, 1182, 18 L.Ed.2d 256 (1967). In 1974, the United States District Court for the District of Columbia held that certain restrictions imposed by the District on Lan-genfelder’s use of a site for disposition of waste material constituted a change warranting an equitable adjustment. In September 1975, on remand from that court, the Contract Appeals Board held that the District owed Langenfelder $320,877.27 as the cost of performing the additional work. The amount awarded was not paid until June 1980, however, and Langenfelder argues that it is entitled to interest on that amount for the period of almost five years between award and payment. For reasons described in the majority opinion, the District contends otherwise.

II

Government contracts have their own peculiarities, but they are contracts nevertheless. “The same rules invoked in the construction of contracts between private individuals and corporations are generally applicable in the construction of municipal contracts.” 10 E. McQuillin, The Law Of Municipal Corporations § 29.116, at 527 (3d ed. 1981). The first step in interpreting an agreement between the government and a contractor is to determine what reasonable persons in the position of the parties would have thought the disputed language meant. Intercounty Constr. Corp. v. District of Columbia, 443 A.2d 29, 32 (D.C.1982). A reasonable person is presumed to know all of the circumstances surrounding the making of the contract, and is bound by all the usages which either party knows or has reason to know. Id.

The court must look to the intent of the parties in entering the agreement but, if that intention cannot be conclusively determined without resort to secondary rules of construction, then “the ambiguities remaining in the contract will be construed strongly against the drafter.” Id.; see also C.J. Langenfelder & Son, Inc. v. United States, 169 Ct.Cl. 465, 481, 341 F.2d 600, 610 (1965) (“if it be assumed that this government-drawn specification is ambiguous, it must be construed against its drafter”). As the Supreme Court put it almost a century before this contract was exe*1165cuted, “a party who takes an agreement prepared by another, and upon its faith incurs obligations or parts with his property, should have a construction given to the instrument favorable to him.” Noonan v. Bradley, 76 U.S. (9 Wall.) 394, 407, 19 L.Ed. 757 (1869).

Although my colleagues chide Langen-felder for suggesting that equitable considerations should intrude upon an action arising under the contract, resort to such matters is not proscribed where the language of the contract is less than plain. A contract will not be construed so as to render it oppressive or inequitable as to either party, or so as to place one of the parties at the mercy of the other, unless it is clear that such was their intention at the time the agreement was made. Woods v. Postal Telegraph-Cable Co., 205 Ala. 236, 239-40, 87 So. 681, 684, 27 A.L.R. 834, 839 (1920); 17 Am.Jur.2d Contracts § 252 (1964) and authorities cited at 644 n. 10. Justice Chase’s words in Noonan, supra, have the ring of conviction and the force of truth:

when an instrument is susceptible of two constructions — the one working injustice and the other consistent with the right of the case — that one should be favored which standeth with the right.

76 U.S. at 407. This principle applies with particular force where, as here, the parties have agreed to an equitable adjustment in a form contract utilized by the District.

The District contends that by 1968, equitable adjustment was a term of art. I cannot disagree. In 1963, five years before the present contract was executed, the Court of Claims explained that equitable adjustments “are simply corrective measures utilized to keep a contractor whole when the Government modifies a contract.” Bruce Constr. Corp. v. United States, 163 Ct.Cl. 97, 100, 324 F.2d 516, 518 (1963). The purpose of such adjustments is “to safeguard the contractor against increased costs engendered by the modification.” Id. The amount of the adjustment is determined in the light of the particular contractor’s costs. Id.

The proper measure of an equitable adjustment is the difference between what it would have cost to perform the work as originally required and what it actually cost to do so in light of the change. General Railway Signal Co. v. Washington Metropolitan Area Transit Auth., — U.S.App.D.C. -,-, 875 F.2d 320, 324-325 (1989). Except where sovereign immunity or statutory law proscribes it, interest is an integral part of the “make whole” remedy represented by the equitable adjustment provision. Id. at 327-328. As the court explained in Maryland Port Admin, v. C.J. Langenfelder & Son, Inc., 50 Md.App. 525, 542-43, 438 A.2d 1374, 1384 (1982),

there can be no equitable adjustment until the contractor recovers the entire cost of doing the extra work, and the cost of money to finance that additional work is a legitimate cost of the work itself. That is true whether the cost of the money is in the form of interest paid on borrowed funds or the loss of income on the contractor’s own capital invested in the additional work. We therefore think that compensation for such a cost — the cost of money — is an appropriate element in calculating an “equitable adjustment,” and that the allowance of that cost may be expressed in the form of predecision interest.

In light of these authorities, I think it beyond reasonable dispute that, but for the gloss said to have been placed on the present contract by federal decisional law prior to 1968, interest would be recoverable. When the parties used the phrase equitable adjustment, they did not mean that the adjustment should be inequitable. “Equitable” has variously been defined, in its primary sense, as “characterized by equity; fair to all concerned,”2 as “possessing or exhibiting equity; according to natural right or justice,”3 and as “just; conformable to the principles of justice and *1166right.” 4 Under any of these definitions, it is equitable to compensate a contractor, who is required to borrow or advance money as a result of the government’s unilateral changes, for the cost of borrowing that money (interest paid) or of advancing it (interest foregone). Accordingly, unless the contract was negotiated under circumstances that require us to interpret it contrary to its literal meaning, I do not see how Langenfelder’s right to interest can be plausibly denied.5

Ill

This is all very well, says the District, but the contract does not mean what it seems so plainly to say, and an equitable adjustment, as the term is used here, has nothing to do with equity. The District argues, and the majority holds, that a contextual gloss was placed on the phrase by years of consistent practice. The District relies in particular on Bell v. United States, 186 Ct.Cl. 189, 404 F.2d 975 (1968) (per curiam), a case decided eleven days after the Langenfelder contract was executed, as establishing that equitable adjustment did not then include interest on equity capital.

In Bell, the Court of Claims held, contrary to the government’s argument, that interest was recoverable under an equitable adjustment clause where the contractor had paid interest on money borrowed to finance a change order which had been imposed by the contracting officer. Noting that 28 U.S.C. § 2516(a) (1964) authorizes the Court of Claims to award interest on a claim against the United States “only under a contract or Act of Congress expressly providing for payment thereof,” the court held that the statute did not preclude the contractor from recovery of interest in the case before it. This was so, the court explained, because the statute and its policy

apply to demands for damages in “breach” claims against the United States where the plaintiff seeks compensation for delay in payment. The demand here is not based upon a “breach” but upon a change compensable under the “Changes” article which entitles the contractor to the resulting “increase * * * in the cost of performance of this contract.”

Id. at 205-06, 404 F.2d at 984. The court did not address a question not before it— whether foregone interest on the contractor’s own capital would be recoverable where the claim was advanced under the equitable adjustment clause rather than for breach of contract. Subsequently, the court held in Framlau Corp. v. United States, 215 Ct.Cl. 185, 197-98, 568 F.2d 687, 694 (1977) — decided nine years after the present contract was executed — that interest on equity capital is not recoverable under an equitable adjustment clause, and that the contractor may not recover such interest unless he establishes that the loan was specifically secured to finance the contract change. Other cases to the same effect are cited in the majority opinion at pp. 1161-1162.

The lesson of Bell and its progeny is that interest is not recoverable under an equitable adjustment clause to the extent that an award would contravene 28 U.S.C. § 2516(a) or related notions of sovereign immunity. At pp. 1159-1160 of its opinion, the majority cites a series of federal cases decided prior to 1968 for the proposition that, absent a statute or contractual provision to the contrary, interest was not recoverable on money owed by the United States.6 Each one of these decisions, how*1167ever, is expressly predicated on 28 U.S.C. § 2516 or on one of its precedessor statutes. In New York Rayon Importing Co., cited in note 6, supra, for example, the first of the cases to which the majority alludes, the Court explained that even

assuming that the equities of the situation all favor the owners of the refund claims, the Court of Claims did not thereby acquire power to carve out an implied exception to the plain words of [the statute].

329 U.S. at 660, 67 S.Ct. at 604. These authorities instruct us that an immune sovereign will not be found to have bargained away its immunity unless it has made its intention to do so plain beyond peradventure.

The present case, however, is critically different from the federal decisions relied on, for we are not dealing with an immune sovereign. It is not true in the applicable jurisprudence of this fair city that the king can do no wrong. As stated in a memorandum filed in support of its motion for summary judgment in this case,

[t]he District of Columbia does not contend that an award of interest against it is barred by the doctrine of sovereign immunity.

Accordingly, as the majority notes, opinion p. 1160, the District concedes “as it must” that the federal decisions are “not directly controlling since they are based at least in part on the common law and statutory prohibition of the allowance of interest against the United States.”

The difference between federal and district law in this arcane area can be instructively assessed by a comparison of Bell, supra, with Kenny Constr. Co. v. District of Columbia, 105 U.S. App.D.C. 8, 262 F.2d 926 (1959). In Bell, as I have noted, the court explained that considerations of sovereign immunity would bar recovery of interest where the contractor sought damages against the United States for breach of contract. In Kenny Constr. Co., on the other hand, the court held that a contractor was entitled to recover interest as part of the remedy in a claim for breach of contract where the District had withheld more of its payment than it was permitted to withhold under the terms of its contract. Id. at 11-12, 262 F.2d 929-30.

Given the decisive role played by constitutional and statutory principles of sovereign immunity in the interpretation of federal contracts, and the inapplicability of these principles to District of Columbia instruments, I suggest that well-informed negotiators for the District and Langenfelder in 1968 would have recognized that the same words would not necessarily mean the same thing in the two different contexts. See Maryland Port Admin., supra, 50 Md.App. at 542-43, 438 A.2d at 1384 (meaning of equitable adjustment in Maryland, different from its meaning in federal cases, since sovereign immunity considerations do not apply).

IV

The District argues, however, that regardless of any differences between federal and District law with respect to sovereign immunity, the courts in this jurisdiction have applied federal contract principles to District contracts, and that we should do so here. According to the District, the Board of Contract Appeals has applied federal precedents to deny claims for interest under an equitable adjustment clause, and has done so without making any distinction relating to the role of sovereign immunity in the two jurisdictions. The District relies primarily on Community Residential Centers, Inc., C.A.B. No. 478, Aug. 24, 1979, ajfd sub nom. Community Residential Centers, Inc. v. District of Columbia, No. 138-80 (Super.Ct.D.C.1981), aff'd mem. No. 81-1055 (D.C.1982), quoted in the majority opinion at p. 1160. This contention does not withstand analysis.

*1168It is true that this court has relied upon federal precedents construing statutory or contractual language identical or similar to that utilized in the District of Columbia. See, e.g., District of Columbia v. Heman Ward, Inc., 261 A.2d 836, 837-38 (D.C.1970), followed in District of Columbia v. Savoy Constr. Co., 515 A.2d 698, 701 n. 3 (D.C.1986). The District has cited no authority, however, and I know of none, which would require us to follow that practice where, as in this case, the federal interpretation is based wholly or in substantial part on considerations — here notions of sovereign immunity — which have been conceded not to be applicable to the District of Columbia.

Notwithstanding the District’s arguments about “longstanding judicial and administrative construction of the dispute clause” having cast a restrictive gloss on the meaning of “equitable adjustment,” there hád simply been no such District of Columbia construction in 1968. The District has cited no judicial decision construing the phrase in a District of Columbia contract. The District does cite “dictum” in a decision by the Board of Contract Appeals in 1957 to the effect that interest is not recoverable, see Kenny Constr. Co., D.C.C.A.B. No. 21 (June 21, 1957), but concedes that the dictum has not been cited in subsequent Board decisions. This is hardly astonishing, since the United States Court of Appeals reversed the decision to which the District invites our attention. Kenny Constr. Co. v. District of Columbia, supra.

Although the quotation from Community Residential Centers, Inc., on which the majority relies (opinion, p. 1160) appears at first blush to support the District’s position, its significance is limited. The decision is dated August 24, 1979, more than a decade after the Langenfelder contract. The federal administrative rulings on which the Board there relied also came down five years or more after 1968. Obviously, unless the individuals who negotiated the Langenfelder contract had psychic powers or a crystal ball, they could not have based their interpretation of the contractual terms on any of these authorities. Moreover, the Board in Community Residential Centers, Inc. did not address the differences between federal and District of Columbia law in relation to sovereign immunity.7

At most, the District has shown that, as of 1968, the question of interest as part of an “equitable adjustment” had not been litigated in this jurisdiction. If this means that not many contractors had claimed it— and perhaps this is a fair reading — then this may conceivably create an ambiguity in a contract which on its face cries out for relief for Langenfelder. But even assuming, arguendo, that such an ambiguity was created, it must surely be resolved against the District pursuant to the principles of interpretation discussed at pp. 1164-1165, supra.

V

The District also contends, and the majority holds, that the trial judge failed to accord sufficient deference to the decision of the Board of Contract Appeals. I cannot agree.

In District of Columbia v. Heman Ward, Inc., supra, this court, following the principles of the Wunderlich Act,8 held that although the court must accept the Board’s findings of fact if they were supported by substantial evidence, its decisions were not final as to questions of law. 261 A.2d at 838. Under Heman Ward, the judge is entitled to review for legal error.

In the present case, the issue before us concerns the meaning of a contract signed in 1968. Although the controversy raises the factual question of what the contracting parties then intended, their probable intent can only be discerned by determining the state of the law at the time of the contract or, more specifically, whether *1169there had been a continuing course of construction which had narrowed the literal meaning of the words used by the parties. The Board itself made no germane factual findings and addressed the issue solely in a very brief Conclusion of Law. Although the point is not free from doubt, I agree with the Board that the result turns more on a determination of law than on the resolution of any meaningful question of fact.

The Board’s Conclusion of Law No. 5 states, in its entirety, that

Appellant is not entitled to payment on its claim for general interest.

Some may prefer thése twelve unambiguous words to this not so very concise dissent. Nevertheless, this is not the kind of detailed analysis by an administrative body which cries out for the court to defer to that body’s assessment. I do not think that Judge Scott erred in not doing so.

VI

In reaching its decision in this troubling case, the majority criticizes the reasoning of our colleagues across the street in General Railway Signal Co., supra. Although the majority attempts to distinguish the Maryland court’s decision in Maryland Port Admin., correctly noting that the contract which the court was there construing was written in 1978, by which time federal law had evolved, the approach of that court is obviously different from that of my colleagues. In fact, the District in its brief chides the Maryland court for failing to consider the “gloss” which, the District claims, has now become a part of the term “equitable adjustment.” Any fair reader of the General Railway Signal Co., and Maryland Port Admin, opinions would conclude, in my view, that those courts probably would not have decided the present case as the majority is deciding it.

I agree with my colleagues that judges have no roving commission to relieve sophisticated parties of their contractual obligations. I suggest, however, that before we revise the meaning of the words to which the parties have agreed, and before we reject as inapplicable accepted principles of contractual interpretation, all because of an imported “gloss,” we had better be sure that the gloss belongs.

I respectfully dissent.

. Fact-finding is not, of course, an appellate function. Here, however, what these parties intended is basically a function of what the phrase "equitable adjustment” meant in the District in 1968. This is primarily a question of law. See p. 1168, infra.

. Webster’s Third New International Dictionary (1966).

. Webster’s Second New International Dictionary (1945).

. Black’s Law Dictionary (5th ed. 1979).

. Langenfelder, which has apparently done billions of dollars of business with various governmental bodies, is hardly the proverbial widow or orphan who requires the protection of the courts from one-sided agreements imposed by exploitive adversaries. Nevertheless, an interpretation of the agreement which allows the government to make as many unilateral changes as it wishes and requires the contractor to borrow or advance the necessary funds for lengthy periods without receiving interest would place the contractor, to that extent, at the mercy or caprice of the government.

. See United States v. New York Rayon Importing Co., 329 U.S. 654, 659-60, 67 S.Ct. 601, 603-04, 91 L.Ed. 577 (1947); United States v. North Am. Transportation & Trading Co., 253 U.S. 330, 336, 40 S.Ct. 518, 521, 64 L.Ed. 935 (1920); Tillson v. United States, 100 U.S. 43, 46, *116725 L.Ed. 543 (1879); Acme Process Equip. Co. v. United States, 171 Ct.Cl. 324, 347 F.2d 509, 537 (1965), rev'd on other grounds; 385 U.S. 138, 87 S.Ct. 350, 17 L.Ed.2d 249 (1966); Komatsu Mfg. Co., Ltd. v. United States, 132 Ct.Cl. 314, 131 F.Supp. 949, 950 (1955); Ramsey v. United States, 121 Ct.Cl. 426, 101 F.Supp. 353, 356 (1951), cert. denied, 343 U.S. 977, 72 S.Ct. 1072, 96 L.Ed. 1369 (1952).

. "Questions which merely lurk in the record, neither brought to the attention of the [agency] nor ruled upon, are not to be considered as having been so decided as to constitute precedents." Webster v. Fall, 266 U.S. 507, 511, 45 S.Ct. 148, 149, 65 L.Ed. 411 (1925).

. 41 U.S.C. §§ 321, 322 (1987).