Goodloe Marine, Inc.
Docket: ASBCA 61960
Decision date: 2023-07-12

ARMED SERVICES BOARD OF CONTRACT APPEALS 
 
OPINION BY ADMINISTRATIVE JUDGE PROUTY ON THE GOVERNMENT’S 
MOTION FOR SUMMARY JUDGEMENT1 
 
 This is a case in which the government suspended work on the above-captioned 
dredging contract (the contract) for a little less than three months and the contractor, 
Goodloe Marine, Inc. (Goodloe) did not submit a claim seeking compensation for the 
added costs it incurred due to that suspension until more than five years and 
nine months after that suspension was lifted.  Respondent, the United States Army 
Corps of Engineers (the Corps or the government), moves for summary judgment, 
contending that the Federal Acquisition Regulation (FAR) 52.242-14, Suspension of 
Work, requirement that a claim be “asserted in writing as soon as practicable after the 
termination of the suspension” is a specialized statute of limitations that trumps the 
general six-year Contract Disputes Act statute of limitations.  Were we writing this 
opinion on a blank slate, we might join the government in saying to Goodloe, “too bad, 
so sad.”  Nevertheless, for reasons explained below, prior law interpreting this and 
similar FAR provisions leads us to deny the government’s motion for summary 
judgment because the government has not established that it was prejudiced by 
Goodloe’s delay in asserting its claim in writing. 
 
1 This appeal was recently assigned to the undersigned. 
Appeal of - )  
 )  
Goodloe Marine, Inc. ) ASBCA No. 61960 
 )  
Under Contract No. W912EP-11-D-0020 )  
   
APPEARANCES FOR THE APPELLANT: Michael H. Payne, Esq. 
  Cohen Seglias Pallas Greenhall & Furman PC 
    Philadelphia, PA 
   
Casey J. McKinnon, Esq. 
  Cohen Seglias Pallas Greenhall & Furman PC 
  Washington, DC 
 
APPEARANCES FOR THE GOVERNMENT: Michael P. Goodman, Esq. 
    Engineer Chief Trial Attorney 
 Susan E. Symanski, Esq. 
Bruce E. Groover, Esq. 
    Engineer Trial Attorneys 
    U.S. Army Engineer District, Jacksonville 

2 
 
 
STATEMENT OF FACTS (SOF) FOR PURPOSES OF THE MOTION 
 
 The undisputed material facts are straightforward and, for the most part, agreed 
upon by both parties.  The contract involved in this appeal was a Multiple Award 
Task Order Contract for dredging near Tampa, Florida (see R4, tab 10; SUMF ¶ 1). 2  
The contract included the standard FAR 52.242-14, Suspension of Work (APR 1984), 
clause (see R4, tab 1 at 59; 178) and a standard liquidated damages clause, 
FAR 52.211-12, Liquidated Damages – Construction (SEP 2000), tailored to set the 
amount at $1,026 per day late (R4, tab 11 at 697).  By Delivery Order 002, dated 
January 6, 2012 (see R4, tab 13 at 989), the Corps directed Goodloe to perform a 
number of services, including dredging at “Cut-A,” “Cut-C,” and the Alafia River 
Channel (id. at 991-92).  Delivery Order 002 had a delivery date for the 
aforementioned services of June 20, 2012 (R4, tab 13 at 1001).  The Corps later 
extended that delivery date (R4, tab 20 at 1029). 
 
 One June 15, 2012, the Corps issued a “Suspension of Work” to Goodloe for 
the Cut-A, Cut-C and Alafia River Channel work on the basis of Goodloe’s alleged 
“failure to prevent impacts to migratory birds and their nests in accordance with” 
relevant contractual specifications.  This suspension was to last until the end of the 
migratory bird season on August 31, 2012.  (R4, tab 33 at 1855)  Goodloe proposed a 
change to its procedures to allow it to resume its operations earlier (see R4, tab 35), 
but the Corps rejected it (see R4, tab 36).  The suspension was ultimately lifted on 
September 4, 2012 (SUMF ¶ 10). 
 
 By early October 2012, the Corps was withholding liquidated damages in the 
amount of $53,352 for Goodloe being 52 days late (at that time) in completing the 
contract (app. supp. R4, tab 1 at 1-2).  In a subsequent letter from Goodloe to the 
Corps dated October 10, 2012, Goodloe complained of the assessment of liquidated 
damages, writing: 
 
Therefore, due to the fact that Goodloe Marine is of the 
opinion that the Corp improperly shut the project down for 
more than 80 days and has assessed [liquidated damages] 
for that period without any discussion gives us no recourse 
than to reserve our right to file a claim. 
 
 
2 “SUMF” refers to a paragraph of the “Statement of Undisputed Material Facts” 
within the government’s motion for summary judgment.  Unless otherwise 
noted, every such paragraph cited has been conceded by Goodloe in its 
“Statement of Genuine Issues of Material Fact” (SGMF) contained within its 
opposition to the government’s motion for summary judgment. 

3 
 
(App. supp. R4, tab 1 at 6).  The same letter rejected the Corps’ purported oral offer to 
waive liquidated damages in return for Goodloe’s executing a release (id.). 
 
 In a letter dated October 30, 2012, Goodloe reiterated that it would not execute 
a modification that it saw as “requiring Goodloe Marine to give up the right to turn in 
a claim” (app. opp’n, ex. 1 at 1).
3 
 
 On August 14, 2013, Ms. Victoria Read from the Corps emailed the final 
progress payment paperwork to Goodloe (app. supp. R4, tab 3 at 16-17).  Goodloe 
responded the same day: 
 
As you should already know Goodloe Marine will be 
submitting several claims on the above referenced contract. 
We are working on variation and estimated quantities 
claims as well as other claims.  We do not anticipate 
having these claims finalized for the next several months 
and therefore will not be signing a release of claims at this 
time. 
 
(Id. at 16). 
 
 The claims were not, apparently, finalized in the next several months.  Rather, 
the claim at issue today was submitted by Goodloe to the Corps on June 14, 2018.  
This claim sought $1,879,000 for additional costs incurred during the government-
ordered suspension.  It alleged that Goodloe was entitled to this relief both under the 
Suspension of Work clause and because the Corps violated the implied duty to 
cooperate.  (R4, tab 38 at 1863)  The contracting officer (CO) denied the claim on 
November 5, 2018 on the bases that it was submitted both after final payment and not 
as soon as practicable after termination of the suspension (R4, tab 39). 
 
 Goodloe brought a timely appeal to the Board. 
  
 
3 Exhibit 1 to Goodloe’s opposition to the government’s motion for summary 
judgment is this letter.  In general, we prefer to consider citations to the Rule 4 
file as supplemented, but we also recognize that a response to a motion for 
summary judgment must sometimes be submitted prior to supplementation of 
the Rule 4 file. 

4 
 
DECISION 
 
I. The Standard of Review 
 
The standards for summary judgment are well established and need little 
elaboration here.  Summary judgment should be granted if it has been shown that there 
are no genuine issues of material fact and the moving party is entitled to judgment as a 
matter of law.  Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986).  A non-movant 
seeking to defeat summary judgment by suggesting conflicting facts “must set forth 
specific facts showing that there is a genuine issue for trial.”  Anderson v. Liberty 
Lobby, Inc., 477 U.S. 242, 248 (1986) (quoting First National Bank of Arizona v. 
Cities Service Co., 391 U.S. 253, 288-89 (1968)).  Nevertheless, “[t]he moving party 
bears the burden of establishing the absence of any genuine issue of material fact and 
all significant doubt over factual issues must be resolved in favor of the party opposing 
summary judgment.”  Mingus Constructors, Inc. v. United States, 812 F.2d 1387, 1390 
(Fed. Cir. 1987) (citing United States v. Diebold, Inc., 369 U.S. 654, 655 (1962)). 
 
II. At First Blush, The Suspension Clause Appears to Foreclose Goodloe’s Very 
Tardy Claim 
 
A. The Plain Text of the Suspension Clause Requires A Claim To Be 
Asserted As Soon As Is Practicable 
 
 For good reason, the Corps directs us to the text of the Suspension of Work 
clause which, in relevant part, provides: 
 
(c)  A claim under this clause shall not be allowed (1) for 
any costs incurred more than 20 days before the Contractor 
shall have notified the Contracting Officer in writing of the 
act or failure to act involved (but this requirement shall not 
apply as to a claim resulting from the suspension order), 
and (2) unless the claim, in an amount stated, is asserted in 
writing as soon as practicable after the termination of the 
suspension, delay, or interruption, but not later than the 
date of final payment under the contract. 
 
FAR 52.242-14, Suspension of Work (APR 1984). 
 
 The first part of this clause is inapplicable to the government’s motion because 
the claim, of course, resulted from a suspension order.  The government advances no 
argument otherwise. 
 

5 
 
 The second part of the clause appears fatal to Goodloe’s ability to maintain this 
appeal:  in requiring a claim in a specified amount to be submitted in writing “as soon 
as practicable after termination of the suspension,” it imposes a requirement upon 
Goodloe that it plainly did not meet.  Although the government brief references a case 
providing a definition of “practicable,” see gov’t mot. at 5-6 (citing Food Mkt. Merch. 
v. Scottsdale Indem. Co., 196 F. Supp. 3d 1004 (D. Minn. 2016)), we need not split 
any fine legal hairs to conclude that a claim submitted more than 5 years and 9 months 
after the lifting of the suspension of work4 is presumptively not “as soon as is 
practicable” – especially when Goodloe has presented no evidence or even argument 
that bringing the claim earlier would have been impracticable.  Indeed, Goodloe’s 
writing in August 2014 that it anticipated bringing the claim in a few months indicates 
just the opposite. 
 
 Goodloe makes a somewhat half-baked argument that, since there has been no 
final payment, the claim is not late5 (see app. opp’n at 7).  This argument is 
unpersuasive.  Under the text of the Suspension of Work clause, “but not later than the 
date of final payment under the contract” does not mean that the claim may be 
submitted as soon as practicable after the suspension is lifted  –  or not later than the 
final payment; rather, it means that final payment is an absolute deadline in addition to 
the practicability phrase.  This is consistent with the longstanding practice in 
government contracting that final payment typically includes waivers of future claims, 
see FAR 52.232-5(h), Payments Under Fixed Price Construction Contracts, which 
would naturally preclude payment of any subsequent claims.  If, as Goodloe seems to 
argue, it is enough to submit the claim prior to final payment, there would be no point 
in the “as soon as practicable” language, and the inclusion of inoperative language, of 
course, is a disfavored contractual interpretation.  See, e.g., Hercules, Inc. v. United 
States, 292 F.3d 1378, 1381 (Fed. Cir. 2002) (“contract must be construed to effectuate 
its spirit and purpose giving reasonable meaning to all parts of the contract”); Hunkin 
Conkey Constr. Co. v. United States, 461 F.2d 1270 (Ct. Cl. 1972) (rejecting contract 
interpretation that would render a clause in the contract meaningless).  Goodloe’s “or” 
interpretation would also lead to the result that a suspension of work claim could be 
 
4 It has not escaped our notice that, in addition to being more than five years and nine 
months after lifting of the suspension, the claim was also submitted one day shy 
of six years after the suspension was imposed by the Corps.  Six years, of 
course, is the Contract Disputes Act’s (CDA) general statute of limitations for 
the submission of a claim to the CO.  See 41 U.S.C. § 7103(a)(4)(A). 
5 The argument is somewhat disjointed: it appears to argue that the Corps is wrong in 
alleging that Goodloe had accepted final payment before submitting its claim as 
the Corps apparently did in its answer and in the CO’s final decision (see app. 
opp’n at 7), but the government’s motion plainly retreated from that position 
and based its request for relief solely on the “as soon as practicable” language 
(see gov’t mot. at 5). 

6 
 
submitted after final payment, which is contrary to the notion, discussed above, that 
final payment typically forecloses the submission of additional claims. 
 
B. Goodloe’s Assertion About the CDA’s Statute of Limitations is 
Undeveloped 
 
 Another undeveloped argument advanced by Goodloe is that the CDA’s statute 
of limitations, with which it (by the skin of its teeth) complied, is dispositive (app. 
opp’n at 6).  There might be something to this argument, even if it was buried in a 
single sentence of Goodloe’s brief, because the statutory text references the CDA’s 
6- year statute of limitations as “general,” see 41 U.S.C. § 7103(a)(4)(A), while stating 
that the “exception” was for those claims involving fraud against the government.
6  
See 41 U.S.C. § 7103(a)(4)(B).  Does the statutory statute of limitations preclude the 
existence of a shorter (or longer) statute of limitations in the contract?  This is a 
subject made somewhat more complicated by the fact that the limitation contained in 
the Suspension of Work clause, in its current form, dates from 1984, and, in fact, was 
essentially unchanged from its predecessor that was given effect in 1960, before the 
CDA was even a gleam in eye of the procurement community.  See Hoel-Steffen 
Const. Co. v. United States, 456 F.2d 760, 763 n.2 (Ct. Cl. 1972) (providing text of 
1960 version of Suspension of Work clause). 
 
The CDA, as originally enacted in 1978, had no statute of limitations, but that 
was redressed with the passage of the Federal Acquisition Streamlining Act (FASA) in 
1994.  See, e.g., Lockheed Martin Aeronautics Co., ASBCA No. 62209, 21-1 BCA 
¶ 37,891 at 184,025.  If the CDA’s statute of limitations was intended to preclude the 
imposition of other limitations in the contract, why has the Suspension of Work clause 
remained unchanged in the almost 30 years since the passage of FASA?  Alternatively, 
perhaps it can be argued that the reach of the time limits in the Suspension of Work 
clause are such that there was no need to change them whilst being consistent with the 
CDA’s 6-year statute of limitations. 
 
In the end, as will be discussed below, we need not decide, based upon the 
paltry argument before us, the issue of the effect of the FASA-passed statute of 
limitations upon the contractually set limitations period.  And since the matter is 
undeveloped here, will leave it for another day. 
 
C. Goodloe’s Good Faith and Fair Dealing Claim is not Independent of the 
Suspension of Work Clause 
 
 Goodloe also argues that its good faith and fair dealing claim is somehow 
separate from the requirements of the Suspension of Work clause and is therefore not 
 
6 Fraud is the only exception referenced in the CDA. 

7 
 
subject to its timely filing requirements (app. opp’n at 11).  That is not the case.  The 
doctrine of good faith and fair dealing, though certainly extensive, does not change the 
parties’ obligations on matters already plainly addressed by the contract.  See Relyant, 
LLC, ASBCA No. 59809, 18-1 BCA ¶ 37,085 at 180,539; see also Dobyns v. United 
States, 915 F.3d 733, 739 (Fed. Cir. 2019).  The Suspension of Work clause provides a 
remedy for instances when performance is suspended “for an unreasonable period of 
time.”  FAR 52.242-14(b).  Since the gravamen of Goodloe’s failure to cooperate 
assertion is that the Corps’ failure to act reasonably led to an extended suspension – in 
other words, its actions led to a suspension for an unreasonable period of time – that 
claim is squarely within the ambit of the Suspension of Work clause
7 and Goodloe 
cannot evade that clause’s associated limitations upon when it may bring its claims by 
alleging a violation of the duty of good faith and fair dealing. 
 
III. But, Following Prior Law, we Will not Preclude Goodloe’s Pursuit of This 
Appeal 
 
 As grim as things might appear for Goodloe, the law is forgiving of contractors 
who bring claims within the CDA’s statute of limitations, but outside the time limits 
set forth in the FAR, so long as the government is not prejudiced.  That is the 
circumstance we are presented with here. 
 
A. Goodloe’s Claim Cannot be Rejected Unless Goodloe’s Failure to Submit it 
as Soon as Practicable After the Lifting the Suspension was Prejudicial to 
the Government 
 
 Neither party cites any cases directly on point in which a case was dismissed as 
a result of a failure to comply with the timeliness requirements of the Suspension of 
Work clause, or in which the Board or a court declined to do so. 8  The closest case we 
have is Hoel-Steffen, which supports a forgiving reading of the Suspension of Work 
clause.  In that case, the Interior Board of Contract Appeals had found that the 
predecessor to today’s Suspension of Work clause (which did not differ materially 
from the clause before us here) had barred some of the contractor’s claims because the 
contractor had not notified the CO, within 20 days, of the government’s actions which 
led to a suspension of work.  See 456 F.2d at 765-66.  Finding that the government was 
on notice of the suspension within that 20-day period, even if it had not formally been 
 
7 Though it appears plain that the good faith and fair dealing contentions are redundant 
to, and thus effectively precluded by, the Suspension of Work clause, there is 
no pending motion to dismiss this count of the complaint pending before us and 
we will not act sua sponte on this matter. 
8 Although absence of evidence is not evidence of absence, this does marginally 
support an inference that the government has declined to advance this defense 
over the years.  Marginally. 

8 
 
placed on notice by the contractor, the Court of Claims rejected the Interior Board’s 
dismissal of the contractor’s appeal, stating: 
 
To adopt the Board’s severe and narrow application of the 
notice requirements . . . would be out of tune with the 
language and purpose of the notice provisions, as well as 
with this court’s wholesome concern that notice provisions 
in contract-adjustment clauses not be applied too 
technically and illiberally where the Government is quite 
aware of the operative facts. 
 
456 F.2d at 767-68 (citing Copco Steel & Engineering Co. v. United States, 341 F.2d 
590, 598 (Ct. Cl. 1965)).  In Copco, cited by Hoel-Steffen, the Court of Claims noted 
that: 
Lack of strict compliance with many kinds of contract 
requirements concerning writings and notifications have 
frequently been held to be of no consequence where the 
conduct of the parties have made it clear that formal 
adherence would serve no useful purpose or that the parties 
have in fact waived it. 
 
341 F.2d at 598 (citing multiple cases). 
 
 The Hoel-Steffen and Copco courts’ proscriptions against “severe and narrow” 
readings of notice provisions, see Hoel-Steffen, 456 F.2d at 767-68, have been applied 
widely.  To look at one well-known example: the FAR’s differing site conditions 
clause, FAR 52.236-2, Differing Site Conditions (APR 1984), requires the contractor to 
“promptly, and before conditions are disturbed, give written notice to the Contracting 
Officer” of differing site conditions that it encounters, see FAR 52.236-2(a), and further 
provides that “[n]o request by the Contractor for an equitable adjustment to the contract 
under this clause shall be allowed, unless the Contractor has given the written notice 
required. . . .”  See FAR 52.236-2(c).  On its face, this would appear to give the 
government a perfect defense to a differing site conditions claim when the notice, in 
writing, had not been provided.  Nevertheless, it has long been held that this clause does 
not preclude contractor claims advanced without the required notice so long as the 
government was not prejudiced by the lack of such notice.  See, e.g., R.B. Hazard, Inc., 
ASBCA No. 34289, 90-3 BCA ¶ 22,959 at 115,308 (citing, inter alia, Copco); Dawco 
Const., Inc. v. United States, 18 Cl. Ct. 682, 694 (1989), rev’d on other grounds,  
930 F.2d 872 (Fed. Cir. 1991). 
 
 We further note that similar results have followed in the past from the 
application of notice requirements stemming from the Changes clause, which required 
written notice of the contractor’s claim within 30 days of receipt of a written change 

9 
 
order. G.M. Shupe, Inc., v. United States. 5 Cl. Ct. 662, 727, n.33 (1984).  In Shupe, 
the Claims Court held that this contractual provision did not prevent a later claim when 
the government was aware of the operative facts at the time they occurred.  5 Cl. Ct. 
at 727.  Shupe is not binding upon us9, but it is persuasive and is also evidence of the 
consensus view broadly applying Copco. 
 
 With this background in mind, we hold today that a claim to the CO is not 
foreclosed by operation of the Suspension of Work clause on the basis of its not being 
brought “as soon as practicable” after the end of the suspension of work, so long as the 
lateness of the submission does not prejudice the government.
10 
 
In seeking to avoid this result, the government makes the fair point that the 
language in the part of the Suspension of Work clause that it relies on is different than 
the language addressed by the court in Hoel-Steffen (gov’t reply at 6).  To be sure, the 
language the government relies upon is different than the portion of the Suspension of 
Work clause addressed in that case and it is also somewhat different than the language 
in the Differing Site Conditions clause.  Nevertheless, the Court of Claims’s 
statements in Hoel-Steffen and Copco are broad and not limited by the precise 
language of the contract clauses being discussed, just as the language of the Changes 
clause in Shupe was, in fact, very much like the language the government relies upon 
in the Suspension of Work clause.  Thus, the government’s distinctions, though real, 
make no difference. 
 
B. Though Hardly Ideal, Goodloe’s Failure to Submit a Written Claim to the 
Contracting Officer as Soon as Practicable After the Removal of the 
Suspension did not Prejudice the Government 
 
 Goodloe’s claim, rather than being brought as soon as practicable, was brought 
as late as possible whilst still being within the CDA’s statute of limitations.  
Nevertheless, we still find no prejudice
11 to the government and thus allow this suit to 
go forward. 
 
9 It is a case from the United States Claims Court, the predecessor to the Court of 
Federal Claims, and successor to the trial division of the Court of Claims.  It 
should not be confused with the Court of Claims, which is a predecessor to the 
Court of Appeals for the Federal Circuit, and whose appellate decisions are 
binding upon us. 
10 Lest there be any ambiguity, this rule of law says nothing about the operation of the 
CDA’s statute of limitations, which remains unaffected. 
11 Obviously, needing to defend itself in this matter at all is prejudicial to the 
government.  The prejudice to which we are referring is prejudice stemming 
from Goodloe’s submitting the claim when it did, rather than as soon as 
practicable after the removal of the suspension of work. 

10 
 
 
 First, we note that the burden of proof is on the government to prove prejudice 
in these circumstances.  See Dawco, 18 Cl. Ct. at 693 (citing Shupe, 5 Cl. Ct. at 727).  
This is even more so in today’s context in which the government is advancing a 
motion for summary judgement and the burden is upon it to prove the material facts 
that would entitle it to judgment.  See Mingus, 812 F.2d at 1390. 
 
 We further note that the government has provided no evidence of its being 
prejudiced by the late filing of the claim.  To the contrary, the undisputed evidence 
before us is that, within months of the lifting of the suspension, Goodloe made the 
government aware that claims were coming.  To the extent that the government might 
argue that it needed to be put on notice to preserve evidence, that was accomplished.  
Moreover, Goodloe’s refusal to accept final payment provided further notice to the 
government that it could not “close the books” on this contract.  Based upon the 
evidence before us, which we interpret in favor of the non-movant, Goodloe, we 
conclude that the government suffered no prejudice by virtue of Goodloe’s failure to 
submit its claim as soon as practicable after the lifting of the suspension of work. 
 
CONCLUSION 
 
 Though Goodloe plainly failed to submit its claim to the CO as soon as was 
practicable after the lifting of the suspension in this matter, this failure did not 
prejudice the government.  Thus, in accordance with applicable law, the text of the 
Suspension of Work clause does not require dismissal of this appeal.  The 
government’s motion for summary judgment is accordingly denied. 
 
 Dated:  July 12, 2023 
 
 
 
 
 
 
 
 
(Signatures continued) 
 
 
 
J. REID PROUTY 
Administrative Judge 
Vice Chairman 
Armed Services Board 
of Contract Appeals 
 
 

11 
 
I concur 
 
 
 
RICHARD SHACKLEFORD 
Administrative Judge 
Acting Chairman 
Armed Services Board 
of Contract Appeals 
 I concur 
 
 
 
 DAVID D’ALESSANDRIS 
Administrative 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 No. 61960,
 Appeal of Goodloe 
Marine, Inc., rendered in conformance with the Board’s Charter. 
 
 Dated:  July 12, 2023 
 
 
 
 
 
 
 
 
PAULLA K. GATES-LEWIS 
Recorder, Armed Services 
Board of Contract Appeals