Weatherford Group, Inc.
Docket: ASBCA 59315, ASBCA 59316
Decision date: 2015-10-21

ARMED SERVICES BOARD OF CONTRACT APPEALS 
Appeals of --
Weatherford Group, Inc. 
Under Contract No. W91JA4- l l-C-4005 
APPEARANCE FOR THE APPELLANT: 
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APPEARANCES FOR THE GOVERNMENT: 
ASBCA Nos. 59315, 59316 
59851,59852 
Keith L. Baker, Esq. 
Barton, Baker, Thomas & Tolle, LLP 
McLean, VA 
Raymond M. Saunders, Esq. 
Army Chief Trial Attorney 
MAJ Julie A. Glascott, JA 
Robert B. Neill, Esq. 
Trial Attorneys 
OPINION BY ADMINISTRATIVE JUDGE NEWSOM 
These appeals involve contractor claims for reimbursement of costs charged by the 
government and paid by the contractor for military air travel services (MILAIR) used by 
contractor employees for performance of a contract. Weatherford Group, Inc. asserts that 
the contract required the government to provide MILAIR services at no cost to the 
contractor. The government asserts that the contract authorized the contractor to use 
MILAIR services but required it to pay for them. 
Appellant elected accelerated procedures pursuant to Board Rule 12.3 in ASBCA 
Nos. 59851 and 59852. The Board has jurisdiction pursuant to the Contract Disputes Act, 
41 U.S.C. §§ 7101-09. For the reasons set forth below, we deny the appeals. 
SUMMARY FINDINGS OF FACT 
1. On 14 January 2011 the Army's Phoenix Regional Contracting Center awarded 
Contract No. W91JA4-11-C-4005 (Contract) to Weatherford Group, Inc. (R4, tab 7 at 1). 
The Contract required Weatherford to provide support services and related supplies and 
equipment for Partner Nation military personnel in Afghanistan, to include services 
related 
to warehouses, billeting, and transportation, as described in the Statement of 
Work (SOW) (id. at 3, 34-50). The Contract provided for a base year of performance for 
a firm-fixed price of $3 ,221,87 5 plus the cost of Defense Base Act insurance, followed 
by two one-year options (R4, tab 7 at 2-7). 

2. The Contract incorporated a local clause authorized by U.S. Central Command 
(CENTCOM) Contracting Command (C3), clause 952.225-0011, GOVERNMENT FURNISHED 
CONTRACTOR SUPPORT (JUL 2010) (C3 Clause). It summarized the "type of support the 
Government will provide the contractor, on an 'as-available' basis," and identified MILAIR 
as one of the services, stating in relevant part: 
c.J <'LAUSE 952 225-001 I GOVERNME1'l'T FUR1'HSHED CONTRACTOR SUPPORT (JUL 2010) 
The following is a 8Ulllmary of the type of support the Government will provide the contractor. on an ··as-available" 
basis In the event of any discrepancy between this summary and the description of services in the Statement of 
Work, this clause will take precedence. 
U.S. Citizens Accompanying the Force 
[8J APOIFP0:~1PO/Postal Services [8J LlFACs 
0 Authorized Weapon [8J Excess Baggage 
[81 Billeting [81 Fud Authorized 
[8J CAAF [8J Govt Furnished Meals 
[81 C-0ntrolled Access Card (CAC')fID C'zd [81 Military Ranking 
0 C<>mmi~aJ)' 0 Military Clothing 
0 Dependents Authorized [81 Military Exchange 
(R4, tab 7 at 31) 
[8J Mil issue Equip 
[8J .MILAIR 
[8JMWR 
[81 Resuscitative Can: 
[81 Transportation 
DAii 
0Nonc 
3. The SOW contained additional detail bearing upon government-furnished 
services and equipment. Section 10 listed specific items the government would provide, 
and subsection 10.11 stated that if a contractor employee required medical evacuation, the 
costs "to include the cost of the air medical evacuation" shall be the "responsibility of the 
contractor." (R4, tab 7 at 44-45) 
4. SOW section 11, entitled "GENERAL INFORMATION," also addressed air 
transportation. Subsection 11.6, entitled "Travel and Lodging," imposed responsibility on 
the contractor to pay certain employee travel costs, stating: 
The contractor is responsible for the cost involved with 
contractor employee travel and lodging accommodations while 
deploying, re-depl_oying, and while on R&R travel. 
(R4, tab 7 at 45) 
5. The Contract also incorporated Defense Federal Acquisition Regulation 
Supplement (DFARS) clause 252.225- 7040, CONTRACTOR PERSONNEL AUTHORIZED TO 
ACCOMPANY U.S. ARMED FORCES OUTSIDE THE UNITED STATES (JUL 2009) (R4, tab 7 
at 18). Subsection (c)(4) of that clause required contractor personnel to "have a letter of 
authorization issued by the Contracting Officer in order to process through a deployment 
center or to travel to, from, or within the designated operational area." The letter of 
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authorization was to "identify any additional authorizations, privileges, or Government 
support that Contractor personnel are entitled to under this contract." (R4, tab 7 at 20) 
6. Weatherford's owner, Richard Weatherford, testified that his company entered 
into one previous contract with the government in which the government provided 
MILAIR services at no cost to Weatherford (tr. 26, 72). Mr. Weatherford did not recall 
with certainty the agency involved in that prior contract (tr. 72), and appellant did not 
offer that prior contract or its terms in evidence. 
7. Notice to proceed was effective 2 February 2011 and Weatherford was to start 
performing on or about 10 February 2011 (R4, tab 22). 
8. During performance, Weatherford employees used MILAIR services. These 
services included flights between points within the operational area, flights to deploy into 
the operational area, flights to redeploy out of the operational area, and flights to seek 
medical attention. (Tr. 51-59, 188) 
9. On 16 February 2012 roughly one year after Contract performance had 
commenced, the Defense Finance and Accounting Service (DF AS) sent the first of many 
vouchers to Weatherford seeking reimbursement for the cost of MILAIR services used by 
its employees during the first year of performance (R4, tab 36 at 2). The delay in billing 
was unexplained; neither party presented reliable evidence of the reason for the one-year 
delay in billing. Between February 2012 and October 2013, DFAS transmitted 
approximately 14 vouchers to Weatherford for more than 30 MILAIR flights (id. at 2-25). 
The vouchers totaled $56,526 (id. at 1). 
10. Believing the vouchers to be in error, Weatherford's owner contacted U.S. 
Transportation Command (TRANSCOM) to seek correction (tr. 188-89). TRANSCOM 
was listed on the vouchers as the dispute point of contact (e.g., R4, tab 36 at 2). 
Mr. Weatherford was advised to pay the vouchers and request reimbursement from the 
contracting office (tr. 188-89). 
11. On cross-examination, Mr. Weatherford testified that he could not recall the 
purposes of specific MILAIR flights for which his company was charged, but stated that all 
the flights were taken either for the purposes of deploying, redeploying, seeking medical 
attention outside the operational area, or for R&R (tr. 51-59, 188). We find the MILAIR 
flights for which Weatherford was charged were, more likely than not, taken for the 
purposes of deployment, redeployment, medical evacuation, or R&R. 
12. Weatherford paid the vouchers (tr. 50-51) then submitted two requests for 
equitable adjustment (REAs) seeking reimbursement. The first REA sought $52,737; and 
the second REA sought $5,373, for a total request of $58,110. Both REAs included the 
certification required for CDA claims. (R4, tab 35 at 27, tab 37 at 9) 
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13. By written decision dated 14 February 2014, the contracting officer denied the 
requests (R4, tab 38). Weatherford filed an appeal with the Board on 14 May 2014, which 
was docketed as ASBCA Nos. 59315 and 59316. 
14. The Board on 9 July 2014, sua sponte, raised several jurisdictional issues and 
directed a response from appellant followed by a reply from the government. Ultimately 
the government asserted a possible challenge to the Board's jurisdiction (Bd. corr. 
20 October 2014). However on 15 August 2014, Weatherford re-styled the REAs as 
claims and submitted them (including the certifications) to the contracting officer along 
with a request for a final decision (R4, tabs 41-42, 45-46). The contracting officer denied 
the claims by letter dated 16 January 2015 (R4, tab 47). Appellant filed another notice of 
appeal with the Board on 23 February 2015, which was docketed as separate ASBCA 
Nos. 59851 and 59852. Appellant's counsel characterized the resubmission and the 
appeals as protective and as such the subject matter of ASBCA Nos. 59581 and 59852 
are the same as ASBCA Nos. 59315 and 59316. 1 
DECISION 
These appeals present a straightforward issue of contract interpretation. We must 
determine to which party the Contract allocated responsibility for the cost of MILAIR 
services that Weatherford employees used. 
In resolving contract interpretation disputes, we examine the contract as a whole, 
harmonizing and giving a reasonable meaning to all of its provisions. NVT Technologies, 
Inc. v. United States, 370 F.3d 1153, 1159 (Fed. Cir. 2004); ThinkQ, Inc., ASBCA 
No. 57732, 13 BCA ii 35,221 at 172,825. An interpretation that gives reasonable meaning 
to all parts of a contract is preferred to one that leaves a portion meaningless. Hol-Gar Mfg. 
v. United States, 351F.2d972, 979 (Ct. Cl. 1965); LRV Environmental, Inc., ASBCA 
Nos. 8727, 59728, 15-1BCAii36,042. 
The government contends that C3 Clause 952.225-0011, which identified the 
support that the government "will provide the contractor," authorized Weatherford to use 
MILAIR services but was silent as to responsibility for their costs. Responsibility to pay 
for MILAIR services was set forth, the government asserts, in SOW subsections 10.11 
and 11.6, which expressly required the contractor to pay the costs of travel for medical 
evacuation, deployment, redeployment, or R&R (gov't hr. at 11). 
1 Since ASBCA Nos. 59851 and 59852 are protective appeals, we process them under 
Rule 12.3 as well. 
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Appellant contends that the C3 Clause portion stating that the government "will 
provide" MILAIR services meant that the government would provide and pay for those 
services. Because SOW subsections 10.11 and 11.6 purport 
to require Weatherford to pay 
for MILAIR services, appellant contends that the SOW conflicts with the C3 Clause. 
Noting that the C3 Clause expressly states that "[i]n the event of any discrepancy between 
this summary and the description of services in the Statement of Work, this clause will take 
precedence," appellant argues that the Board must disregard SOW subsections 10.11 and 
11.6. (App. br. at 9-13) 
We agree with the government's interpretation, which is reasonable and gives 
meaning to all portions of the Contract. The C3 Clause summarizes the government support 
to which the contractor is entitled. SOW subsections 10.11 and 11.6 filled details regarding 
that support, plainly and expressly allocating cost responsibility for MILAIR services to the 
contractor. (Findings 2-4) 
Appellant's interpretation, in contrast, would require us to read into the Contract a 
conflict between the SOW and C3 Clause 952.225-0011 and would require us to 
disregard SOW subsections 10.11 and 11.6. That argument runs afoul of principles of 
contractual interpretation which provide that we should not construe a provision as being 
in conflict with another unless no other reasonable interpretation is possible. Hol-Gar 
Mfg., 351 F.2d at 979. 
Here, a reasonable interpretation is available that creates no conflict. Specifically, 
in the context presented here, we interpret C3 Clause 952.225-0011 as an implementation 
of DF ARS 252.225- 7040( c )( 4 ). That DF ARS clause generally entitled the contractor to 
"authorizations, privileges, or Government support" (finding 5), but did not identify the 
specific support to be provided. The C3 Clause picked up where the DF ARS clause left 
off. Where the C3 Clause stated that the government "will provide" certain services, the 
intention was to define the "authorizations, privileges, or Government support" to which 
DF ARS 252.225- 7040( c )( 4) referred, and not necessarily to allocate responsibility for 
their costs. Reinforcing this interpretation is the fact that the C3 Clause stated expressly 
that it was a "summary" of the "type of support" to be provided (finding 2). As a 
summary, it left the details - including cost responsibility - to be addressed elsewhere in 
the Contract. Those cost responsibilities were set forth in SOW 10.11 and 11.6 which 
stated expressly that the contractor would pay the costs of its employee travel 
(findings 3-4). 
Appellant also argues that its prior course of dealing established that the 
government would pay MILAIR costs (app. br. at 14). This course of dealing is said to 
have included ( 1) appellant's allegation that in a single previous contract, the government 
did not charge Weatherford for MILAIR services; and (2) the government's 
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approximately one-year delay in billing Weatherford for MILAIR services on this 
Contract (app. br. at 14). 
We hold that no prior course of dealing was established. A course of dealing is "a 
sequence of previous conduct between the parties to an agreement which is fairly to be 
regarded as establishing a common basis of understanding for interpreting their expressions 
and other conduct." RESTATEMENT (SECOND) OF CONTRACTS§ 223(1) (1981). Appellant 
did not introduce the prior contract in evidence nor present reliable evidence that the 
primary contract involved the "same contracting agency, the same contractor, and 
essentially the same contract provisions" as in these 
appeals (finding 6); see T&M 
Distributors, Inc., ASBCA No. 51405, 00-1BCA~30,677 at 151,509. As for the delay in 
billing, Weatherford presented no evidence that the delay reflected an understanding that 
the government would pay MILAIR costs, rather than simply being the result of an 
"accident or mistake" or a 
routine delay in billing processes (finding 6). See Western 
States Construction Company, ASBCA No. 37611, 92-1BCA~24,418 at 121,894. 
CONCLUSION 
For the reasons explained, the Board denies the appeals. 
Dated: 21 October 2015 
I concur 
Administrative Judge 
Vice Chairman 
Armed Services Board 
of Contract Appeals 
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// ) 
Adminis r · ve Judge 
Armed Services Board 
of Contract Appeals 

I certify that the foregoing is a true copy of the Opinion and Decision of the Armed 
Services Board of Contract Appeals in ASBCA Nos. 59315, 59316, 59851, 59852, Appeals 
of Weatherford Group, Inc., rendered in conformance with the Board's Charter. 
Dated: 
7 
JEFFREY D. GARDIN 
Recorder, Armed Services 
Board of Contract Appeals