TTF, L.L.C.
Docket: ASBCA 59303
Decision date: 2014-12-11

ARMED SERVICES BOARD OF CONTRACT APPEALS 
Appeal of --
TTF, L.L.C. ASBCA No. 59303 
Under Contract No. F A825 l-09-C-0048 
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APPEARANCE FOR THE APPELLANT: 
APPEARANCES FOR THE GOVERNMENT: 
i\1r. David Storey 
President 
E. Michael Chiaparas, Esq. 
DCMA Chief Trial Attorney 
Douglas R. Jacobson, Esq. 
Trial Attorney 
Defense Contract Management Agency 
Bloomington, MN 
OPINION BY ADMINISTRATIVE JUDGE PAUL 
PURSUANT TO BOARD RULE 12.3 
This is a 
timely appeal of a contracting officer's (CO's) final decision denying 
appellant TTF, L.L.C.'s (TTF's) claim that it accepted a convenience termination 
settlement under duress. The Contact Disputes Act (CDA), 41 U.S.C. §§ 7101-7109, 
is applicable. TTF opted to use the accelerated procedure provided by Board 
Rule 12.3, and the parties agreed to submit the appeal on the record under Board 
Rule 11. We deny the appeal. 
SUMMARY FINDINGS OF FACTS 
1. The United States Air Force awarded Contact No. FA8251-09-C-0048 to 
TTF on 28 September 2009. This was a firm fixed-price contract in the amount of 
$156,000. Its subject matter was three types of aircraft structural panels, each of 
which was identified by separate contract line item numbers. Under the contract, TTF 
was required to provide three first article test reports, three first articles (F As), and, 
upon approval of the FAs, various production quantities. (R4, tab 2 at G-5 to -10) 
2. The contract contained the following pertinent Federal Acquisition 
Regulation (FAR) provisions: FAR 52.233-1, DISPUTES (JUL 2002); and 
FAR 52.249-2, TERMINATION FOR CONVENIENCE OF THE GOVERNMENT 

(FIXED-PRICE) (MAY 2004) (IAW FAR 49.502(b)(l)(i)). The latter clause provided, 
in pertinent part: 
(a) The Government may terminate performance of 
work under this contract in whole or, from time to time, in 
part if the Contracting Officer determines that a 
termination is in the Government's interest. The 
Contracting Officer shall terminate by delivering to the 
Contractor a Notice of Termination specifying the extent 
of termination and the effective date. 
(b) After receipt of a Notice of Termination, and 
except as directed by the Contracting Officer, the 
Contractor shall immediately proceed with the following 
obligations, regardless of any delay in determining or 
adjusting any amounts due under this clause: 
( 1) Stop work as specified in the notice. 
(2) Place no further subcontracts or orders (referred 
to as subcontracts in this clause) for materials, services, or 
facilities, except as necessary to complete the continued 
portion of the contract. 
(3) Terminate all subcontracts to the extent they 
relate to the work terminated. 
( 4) Assign to the Government, as directed by the 
Contracting Officer, all right, title, and interest of the 
Contractor under the subcontracts terminated, in which 
case the Government shall have the right to settle or to pay 
any termination settlement proposal arising out of those 
terminations. 
(5) With approval or ratification to the extent 
required by the Contracting Officer, settle all outstanding 
liabilities and termination settlement proposals arising 
from the termination of subcontracts; the approval or 
ratification will be final for purposes of this clause. 
(6) As directed by the Contracting Officer, transfer 
title and deliver to the Government-
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(i) The fabricated or unfabricated parts, work in 
process, completed work, supplies, and other material 
produced or acquired for the work terminated; and 
(ii) The completed or partially completed plans, 
drawings, information, and other property that, if the 
contract had been completed, would be required to be 
furnished to the Government. 
(7) Complete performance of the work not 
terminated. 
(8) Take any action that may be necessary, or that 
the Contracting Officer may direct, for the protection and 
preservation of the property related to this contract that is 
in the possession of the Contractor and in which the 
Government has or may acquire an interest. 
(9) Use its best efforts to sell, as directed or 
authorized by the Contracting Officer, any property of the 
types referred to in subparagraph (b) ( 6) of this clause; 
provided, however, that the Contractor (i) is not required to 
extend credit to any purchaser and (ii) may acquire the 
property under the conditions prescribed by, and at prices 
approved by, the Contracting Officer. The proceeds of any 
transfer or disposition will be applied to reduce any 
payments to be made by the Government under this 
contract, credited to the price or cost of the work, or paid 
in any other manner directed by the Contracting Officer. 
(R4, tab 2 at G-20) 
3. On 13 September 2011, the CO issued Modification No. POOOOl which 
changed the delivery schedule, updated the data package, and incorporated additional 
clauses (R4, tab 3). 
4. On 6 December 2011, the CO forwarded a memorandum to the "DCMA 
TERMINATIONS DIVISION" regarding the "Assignment of Termination Case for 
Settlement Contract FA8251-09-C-0048." In the "REMARKS" section of her 
memorandum, the CO stated: 
Delay in issuance of termination is due to discussions 
being held with DLA attorney ... and the contractor. 
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Terminated due to poor quality of F .A. submittal and 
government unable to sustain T4D. 
(R4, tab 4 at G-35, -37) 
5. On 5 January 2012, the CO issued Modification No. P00002 which 
terminated the contract for convenience. The modification confirmed the 
government's "Message" of 8 December 2011 which stated that the contract was being 
terminated (R4, tab 5). DCMA was assigned the task of negotiating a settlement of the 
termination (R4, tab 4). 
6. On 5 January 2012, TTF submitted its first settlement proposal 
"INVENTORY BASIS" to DCMA's Termination Contracting 
Officer (TCO), 
Ms. Anita Diaz, on standard form 1435. The total amount which TTF sought through 
this proposal was $93,980.50. (R4, tab 6) 
7. On 25 June 2012, TTF revised its termination settlement proposal to state a 
total amount of$99,909 (R4, tab 24 at G-273).
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On 29 June 2012, Ms. Diaz requested 
that the Defense Contract Audit 
Agency (DCAA) examine TTF's updated settlement 
proposal of25 June 2012 (id.). 
8. On 7 December 2012, DCAA issued its audit report ofTTF's revised 
settlement proposal. It concluded generally that the proposal was "not acceptable for 
negotiation of a fair and reasonable price." Specifically, DCAA stated: 
• We questioned the proposed raw material, finished 
components, and work-in-process for the following 
reasons: certain raw materials were purchased before 
contract award, and we could not determine if materials 
were purchased for the specific contract; the contractor 
did not provide verifiable support for the finished 
components; and work-in-process was questioned based 
on the results of a technical evaluation (See Exhibit, 
Notes 1, 2, 3). 
• We questioned general & administrative expenses based 
on questioned total cost input base (raw material, 
1 On 16 October 2012, TTF, once again, revised its termination settlement proposal to 
state a total amount of$124,196.36 (R4, tab 22). 
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• finished components, and work-in-process) (see Exhibit, 
Note 4). 
(R4, tab 24 at G-273) In monetary terms, DCAA questioned $92,374 ofTFF's total 
proposed costs of $99,909 (id. at G-276). 
9. On 10 December 2012, the TCO forwarded a copy of DCAA' s audit report 
to TTF for its "review and comments" (R4, tab 25). On 12 December 2012, TTF 
provided the TCO with its evaluation of the audit report. It disagreed with the 
majority ofDCAA's conclusions and requested partial payment in the amount of 
$78,300. (R4, tab 26 at G-328-35) On 18 December 2012, the TCO forwarded TTF's 
response to DCAA for further evaluation (R4, tab 27). 
10. DCAA forwarded its response to the TCO on 20 December 2012. It 
noted that its "total settlement amount is unchanged." DCAA also stated: 
"We 
requested numerous time[ s] for the contractor to provide verifiable supporting 
documentation ... used to manufacture the finished components ... and the 
work-in-process ... but the support was not provided." DCAA also wrote: "We 
requested a tour of the facility to observe the physical existence of the tools, but they 
were not provided." DCAA stated further: "Additionally, the contractor did not 
provide verifiable support for the material used to make the tools." (R4, tab 28 at 1) 
On 14 January 2013, the TCO forwarded an email to TTF, requesting the supporting 
documentation sought by the auditor. Ms. Diaz concluded by stating that she could 
approve a partial payment of90% of the unquestioned settlement expenses. 
(R4, tab 29 at 1) 
11. On 1February2013, TTF confirmed by email the TCO's authorization ofa 
partial payment. It also stated: "TTF will be increasing for the additional time spent 
over the past month getting copies of requested documents." (R4, tab 31) By email of 
4 February 2013, TTF informed the TCO that it was in complete disagreement with 
DCMA's report concluding that the contract was zero percent completed (R4, tab 32). 
12. By email dated 11 March 2013, TTF requested that the TCO forward a 
settlement offer in writing. It also stated that it had already filed a delay claim "for 
this contract under the Contract Disputes Act of 1978." (R4, tab 36 at G-453) 
13. By cover letter dated 22 March 2013, the TCO forwarded her "best and 
final offer" to TTF. Ms. Diaz offered a total amount of $27,340, which included the 
partial payment of $7 ,545. (R4, tab 3 7 at G-459) 
14. On 26 March 2013, TTF stated in writing its "complete disagreement over 
the settlement offer." Nevertheless, it requested that the TCO "issue the modification 
for a payment of $27,340.00 with the understanding that we do not agree with your 
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settlement decision." It concluded: "TTF continues to reserve all rights afforded 
under the contract with regards to your decision." (R4, tab 38) 
15. On 28 March 2013, the TCO forwarded Modification No. AOOOOl to TTF 
for signature. It provided that TTF would be paid a total amount of $27 ,340 for the 
termination of the contract. The modification stated that the settlement amount 
"constitutes payment in full and complete settlement of the amount due the Contractor 
for the complete termination of the contract," with the exception of the following 
rights and liabilities: 
(i) All rights and liabilities, if any, of the parties, as 
to matters covered by any renegotiation authority. 
(ii) All rights of the Government to take the benefit 
of agreements or judgments affecting royalties paid or 
payable in connection with the performance of the 
contract. 
(iii) All rights and liabilities, if any, of the parties 
under those clauses inserted in the contract because of the 
requirements of Acts of Congress and Executive Orders, 
including, without limitation, any applicable clauses 
relating to: labor law, contingent fees, domestic articles, 
and employment of aliens. 
(iv) All rights and liabilities, of the parties arising 
under the contract and relating to reproduction rights, 
patent infringements, inventions, or applications for 
patents, including rights to assignments, invention reports, 
licenses, covenants of indemnity against patent risks, and 
bonds for patent indemnity obligations, together with all 
rights and liabilities under the bonds. 
(v) All rights and liabilities of the parties, arising 
under the contract or otherwise, and concerning defects, 
guarantees, or warranties relating to any articles or 
component parts furnished to the Government by the 
Contractor under the contract or this agreement. 
(vi) All rights and liabilities of the parties under the 
contract relating to any contract termination inventory 
stored for the Government. 
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(vii) All rights and liabilities of the parties under 
agreements relating to the future care and disposition by 
the Contractor of Government-owned property remaining 
in the Contractor's custody. 
(viii) All rights and liabilities of the parties relating 
to Government property furnished to the Contractor for the 
performance of this contract. 
(ix) All rights and liabilities of the parties under the 
contract relating to options (except options to continue or 
increase the work under the contract), covenants not to 
compete and covenants of indemnity. 
(x) All rights and liabilities, if any, of the parties 
under those clauses of the contract relating to price 
reductions for defective cost or pricing data. 
(R4, tab 40 at G-472-74) There is no record evidence demonstrating that any of these 
exceptions was applicable to the parties' negotiations. 
16. On 3 April 2013, TTF appealed its delay claim on a deemed denial basis. 
The Board docketed the appeal as ASBCA No. 58613 on 9 April 2013. (Gov't br., 
ex. G-1, ii 9) 
17. By email dated 5 April 2013, TTF forwarded a signed page of Modification 
No. AOOOOl to the TCO. TTF requested that the TCO sign the document and return it 
to TTF so that it could process it for payment. The email contained only the first page 
of the modification. (R4, tab 41) 
18. On 8 April 2013, the TCO signed bilateral Modification No. AOOOO 1 and 
forwarded a copy of the entire modification to TTF (R4, tab 42). 
19. On 8 April 2013, the TCO received the first two pages of the modification 
from TTF. On those pages, TTF wrote that it was not certifying the costs referenced in 
the modification, that it was reserving its rights under the CDA, and that it had already 
filed a CDA claim. (R4, tab 43 at G-484) 
20. On 9 April 2013, the TCO executed unilateral Modification No. A00002 
which rescinded Modification No. AOOOO 1 in its entirety (R4, tab 44 at G-490). In a 
letter of 10 April 2013, the TCO explained that she had rescinded Modification 
No. A00002 because TTF "made unauthorized changed to pages 2 and 3" which it had 
not included in its email of 5 April 2013 (id. at G-492). 
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21. By email dated 12 April 2013, the TCO transmitted bilateral Modification 
No. A00003 to TTF. In her 
cover letter, she wrote: 
(R4, tab 45) 
Previous Modification No. AOOOOl was rescinded because 
you made changes on the modification transmitted to me 
by mail. I am forwarding Modification No. A00003 for 
you to endorse as is and return. Please sign the first page, 
initial and date pages 2 and 3, and return the entire 
modification to me. I will not sign it if you indicate you 
are signing the modification under duress and will, instead, 
process a settlement by determination under 
FAR 49.109-7. 
22. On 15 April 2013, TTF signed and initialed Modification No. A00003 
without any reservations whatsoever. In its cover letter transmitting the executed 
modification, TTF stated: "Please sign and send back asap, so that TTF can submit 
into WA WF for payment." (R4, tab 46) 
23. On 16 April 2013, the TCO executed Modification No. A00003 and 
transmitted it to TTF for its use in invoicing 
for payment (R4, tab 4 7). 
24. On 29 April 2013, the government paid TTF $19,795. It had previously 
paid TTF $7,545 under this contract. (R4, tab 50) 
25. On 12 August 2013, the Board denied TTF's delay claim in ASBCA 
No. 58613. This was an unpublished decision issued pursuant to Board Rule 12.2. 
(Gov't br., ex. G-1) 
26. On 13 February 2014, TTF filed a claim in the amount of $95,710.55, 
contending that it had accepted the settlement amount of $19,795 because it was under 
financial duress (R4, tab 51 ). 
27. On 1 May 2014, the TCO issued a final decision denying TTF's claim. She 
found that TTF's claim was barred by the doctrines of accord and satisfaction and 
release. The TCO also found the execution of the modification was intentional and 
voluntary and not the product of duress. (R4, tab 52 at G-524-25) 
28. This appeal followed. 
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DECISION 
The only issues before the Board are whether bilateral Modification 
No. A00003 constituted an accord and satisfaction of TTF's termination settlement 
claim and whether the bilateral agreement was invalidated by duress. 
With respect to an accord and satisfaction, the basic elements are proper subject 
matter, competent parties, a meeting of the minds, and consideration. DTC Engineers 
& Constructors, LLC, ASBCA No. 57614, 12-1BCA,-r34,967 at 171,898-99. Here, 
all of these elements have been met. Further, TTF accepted the consideration offered 
by the TCO as "payment in full and complete settlement of the amount due the 
Contractor for the complete termination of the contract" (R4, tab 46 at 499). 
Moreover, TTF signed and initialed the modification, as requested by the TCO, 
without any reservations whatsoever (finding 21 ). Based upon these facts, the Board 
concludes, as a matter of law, that TTF's claim is barred by the doctrine of accord and 
satisfaction. 
Regarding the issue of duress, TTF bears the burden of proof. Aerospace 
Engineering & Support, Inc., ASBCA No. 45382, 95-2 BCA i-127,648 at 137,821. 
Accordingly, it must establish that it involuntarily accepted the modification's terms, 
that circumstances permitted no other alternative, and that such circumstances resulted 
from the other party's actions. PNL Commercial Corp., ASBCA No. 53816, 04-1 
BCA ,-r 32,414 at 160,457. Initially, we note that TTF has not proffered any evidence 
that it involuntarily accepted the modification's terms. In fact, it signed and initialed 
the modification without any reservations whatsoever (finding 22). 
Regarding alternatives, as the government suggests in its brief, TTF could have 
perfected an appeal with this Board (gov't br. at 15-16). As evidenced by the fact that 
it had previously filed a delay claim under this contract, it was certainly familiar with 
this process (findings 16, 25). 
Finally, there is no evidence of coercion on the TCO's part. In fact, when she 
transmitted the modification to TTF, Ms. Diaz stated that she would not sign the 
modification "if you indicate that you are signing ... under duress and will, instead, 
process a settlement by determination under FAR 49 .109-7" (finding 21 ). Under these 
circumstances, TTF 's contentions that it was under duress must fail. 
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The appeal is denied. 
Dated: 11 December 2014 
!concur~ 
RICHARD SHACKLEFORD 
Administrative Judge 
Vice Chairman 
Armed Services Board 
of Contract Appeals 
CONCLUSION 
MICHAEL T. PAUL 
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. 59303, Appeal ofTTF, 
L.L.C., rendered in conformance with the Board's Charter. 
Dated: 
10 
JEFFREY D. GARDIN 
Recorder, Armed Services 
Board of Contract Appeals