Langdon Engineering & Mgt
Docket: ASBCA 61959, ASBCA 63501
Decision date: 2025-06-03

 ARMED SERVICES BOARD OF CONTRACT APPEALS 
 
OPINION BY ADMINISTRATIVE JUDGE WOODROW 
 
This appeal involves the Navy’s termination for default of a firm fixed-price 
contract with Langdon Engineering & Management (Langdon) to refurbish and deliver 
eight bow thruster nozzles used to propel a type of hovercraft known as Landing Craft 
Air Cushion (LCAC).  The Navy terminated Langdon’s contract for cause because 
Langdon failed to refurbish or deliver any of the bow thruster nozzles.  Langdon 
appealed that termination (ASBCA No. 61959) and also submitted a monetary claim 
seeking $730,000 (ASBCA No. 63501). 
 
 Langdon’s owner, Mr. Albert L. Swank, Jr., who is not an attorney, represented 
appellant on a pro se basis.  Despite his lack of any formal training, Mr. Swank ably 
and thoroughly made arguments and presented evidence throughout the hearing. 
 
 On March 2, 2021, the Board denied the Navy’s motion for summary judgment 
on the grounds that there was a material dispute of fact concerning whether the bow 
thrusters provided by the Navy differed materially from the OEM drawings and 
therefore could not be refurbished as required by the contract.  Langdon Eng’g & Mgt., 
ASBCA No. 61959, 21-1 BCA ¶ 37,810 at 183,623. 
 
 On March 9, 2023, the Board conducted a hearing via videoconference on both 
entitlement and quantum.  The hearing took place over four days, with the first two 
days being held on March 9-10, 2023, and the final two days on March 29-30, 2023.  
Following the hearing, both parties filed post-hearing briefs and reply briefs.  With its 
post-hearing brief, Langdon submitted additional documents purporting to support its 
Appeals of - )  
 )  
Langdon Engineering & Mgt ) ASBCA Nos. 61959, 63501 
 )  
Under Contract No. N00244-15-P-0294 )  
   
APPEARANCE FOR THE APPELLANT: Mr. Albert L. Swank, Jr. 
    President 
 
APPEARANCES FOR THE GOVERNMENT: Allison M. McDade, Esq. 
    Navy Chief Trial Attorney 
 Elizabeth C. Tosh, Esq. 
Jerry Kim, Esq.  
Russell A. Shultis, Esq. 
    Trial Attorneys 

2 
quantum claim.  However, Langdon did not previously include these documents in its 
Rule 4 file, nor did it proffer the documents during the hearing.   
 
 As set forth below, we uphold the government’s termination for cause and deny 
the appeal (ASBCA No. 61959).  We also deny Langdon’s appeal seeking monetary 
damages (ASBCA No. 63501). 
 
FINDINGS OF FACT  
 
 I.  The Contract 
 
1.  On May 22, 2015, the Navy (though the Naval Supply Systems Command, 
Fleet Logistics Center, San Diego), awarded Contract No. N00244-15-P-0294 to 
Langdon for the complete refurbishment of eight bow thruster nozzles used on air 
cushion landing craft (ASBCA No. 61959 (61959) R4, tab 1 at 1-3).  In exchange for a 
firm-fixed-price of $77,295.28, Langdon agreed to refurbish the bow thruster nozzles 
as well as install eight new bow thruster bearings which the Navy had provided as 
Government Furnished Material (id. at 3). 
 
2.  On May 26, 2015, shortly after the contracting officer (CO) awarded the 
contract to Langdon, Mr. Swank emailed a representative of L-3 Unidyne, Inc. seeking 
a quote for the refurbishment of the eight bow thruster nozzles under the contract.  The 
representative for L-3 Unidyne replied on the same date that he would respond to 
Mr. Swank’s request and that L-3 Unidyne had performed repairs and upgrades on an 
LCAC craft, including the refurbishment of the bow thruster nozzles. (App. supp. R4, 
tab 19.038) 
 
3.  The LCAC landing crafts are amphibious vehicles used to transport Marine 
personnel and equipment from ship to shore (tr. 2/7-8).  The eight craft at issue here 
were manufactured in the 1980’s and 1990’s and were approximately 20-25 years old 
when the contract was awarded (tr. 2/7-8; 3/135). 
 
4.  Bow thrusters nozzles are used to steer the landing craft by directing high 
velocity air out of the nozzle.  A bow thruster nozzle is a “fiberglass duct mounted 
vertically on the bow thruster bearing” (61959 R4, tab 254 at 1338).  It rotates on the 
bearing and pushes “high-velocity air produced by the lift fans out through an elliptical 
exhaust nozzle that creates a venturi effect on the high-velocity air leaving the 
thruster” (id. at 1321.  By directing air, the bow thruster controls the bow of the craft 
and steers the landing craft (tr. 2/10).  Each landing craft has two bow thruster 
nozzles—referred to as a ship set—which can be rotated 360 degrees by the craft 
controller (tr. 2/13, 19, 135). 
 

3 
5.  There are two fiberglass turning vanes connected horizontally to the inner 
walls of the bow thruster as well as three vertically mounted structural fiberglass 
reinforcements called “splitters” bisecting the turning vanes. The vanes channel the air 
flow through the thruster while the splitters strengthen and reinforce the thruster walls 
and turning vanes.  (61959 R4, tabs 18 at 96, 254 at 1338) 
 
6.  The contract included a statement of work, dated February 20, 2015, that 
described the performance requirements.  It was divided into seven sections, including 
1.0 Introduction, 2.0 Background, 3.0 General Requirements, 4.0 Performance 
Requirements, 5.0 Deliverables, 6.0 Special Requirements, and 7.0 Point of Contact 
(61959 R4, tab 1 at 3-4). 
 
7.  Section 2.0 Background of the statement of work stated: 
 
Due to the cumulative effects of 
saltwater/ultraviolet/sandblast exposure, the Bow Thruster 
Nozzles have reached/exceeded the intended service-life. 
These Bow Thruster Nozzles require complete 
refurbishment to provide an addition 10-20yrs of service-
life. The Bow Thruster Nozzle (BTN) is made up of a 
painted fiberglass structure with mechanically fastened 
drive and attachment components; the compositions of all 
parts are detailed in the reference drawings and technical 
manual listed in section 4.0. 
 
(61959 R4, tab 1 at 3) 
 
8.  Section 3.0 General Requirements provided that: 
 
3.1 Each shipset of BTNs will be completely disassembled 
with all mechanically fastened components removed and 
glass bead blasted clean then visually inspected for 
damage. 
3.2 Any damaged components will be repaired or replaced. 
All fasteners (nuts, bolts, washers, screws, etc..) will be 
replaced with new. 
3.3 All existing paint on the fiberglass structure will be 
removed. Any damaged, deteriorated or missing fiberglass 
will be repaired/renewed/installed ensuring all reference 
[drawing] dimensions are maintained. 

4 
3.4 All new paint and marking will be applied after repairs 
are complete. 
 
(61959 R4, tab 1 at 3) 
 
9.  Section 4.0 Performance Requirements provided that “[a]ll repair material 
and physical, dimensional, and functional requirements are to be IAW the following 
reference drawings unless specifically addressed in section 6.0.”  The drawings 
referenced in Section 4.0 were from the original equipment manufacturer (OEM): 
 
4.1 Drawing. 5749810 Rev. R LCAC Mechanical 
Installation Bow Thruster 
4.2 Drawing. 5749544 Rev. V LCAC Bow Thruster 
4.3 Drawing. 5749793 Rev. N LCAC Bearing Bow 
Thruster 
4.4 Drawing. 7616123 Rev. B SLEP Mod Bow Thruster 
4.5 Drawing. 6800343 Rev. N LCAC Painting and 
Marking 
4.6 Drawing. 5749811 Rev. L LCAC Bracket Support Bow 
Thruster Installation 
4.7 Technical Manual S9568-AL-SLP-010 Rev. 02 Bow 
Thruster Assembly 
 
(61959 R4, tab 1 at 4). 
 
10.  Section 5.0 Deliverables stated the following:  “Four shipsets (8 each) 
BTNs will be picked up from Assault Craft Unit Five, fully refurbished IAW sections 
4.0 and 6.0 and returned to Assault Craft Unit Five.  Period of performance will not 
exceed 180 days from pickup.  No work will be done at Assault Craft Unit Five” (id.). 
 
11.  Section 6.0 Special Requirements stated: 
 
6.1 After refurbishment of the BTN is complete; install 
new GFM Bow Thruster Bearing in accordance with the 
reference technical manual listed in item 4.6 and 
mechanical installation [drawing] in item 4.1. The old 
bearing will be disposed of. 
6.2 On a company letterhead work record sheet; record the 
serial number of the bearing as well as the bearing 
rotational force figures once installed on the nozzle. 
Record all fastener types and torque values. A copy of this 
work record sheet will be attached/provided with each 
refurbished BTN. 

5 
6.3 Fabricate and install new [part number] 479811-043 
Seal Ring on each BTN with all new shims and fasteners. 
6.4 On each Trunion Plate [part number] 5749544-007 
metal stamp in ¼” the vendor name, the contract number 
under which this refurbishment was awarded, and the date 
the work was complete. 
6.5 As part of this refurbishment; all BTN turning vanes 
not already modified IAW reference item 4.4 will be so 
modified. 
6.6 Particular attention to the thickness and number of 
fiberglass layers listed in reference item 4.2 is required and 
[sic] well as wet assembly requirements for all components 
and fasteners. 
6.7 All existing aluminum angles [part number] 5749544-
015 and -019 will be discarded and new angles fabricated 
from CRES304 or CRES316 sheet, .080”min, .100”max 
thickness to the same drawing dimensions. 
6.8 Each refurbished BTN will be delivered to Assault 
Craft Unit Five mounted to a pallet and encased in shrink 
sealed .004”min plastic sheet. 
6.9 Each delivered BTN will be marked on the shrink 
sealed plastic in permanent marker ink with the following: 
“Bow Thruster Nozzle P/N 5749544-01”. Additionally the 
vendor name, contract number and delivery date will also 
be marked on shrink seal plastic. 
 
(61959 R4, tab 1 at 4) 
 
12.  The total firm-fixed contract price included the shipping of the bow thruster 
nozzles to and from Assault Craft Unit 5 (ACU-5) at Marine Corps Base Camp 
Pendleton (61959 R4, tab 1 at 3-5; tr. 1/30-31).  ACU-5 is a Navy command that 
operates and maintains air cushion landing craft (tr. 2/7).  The delivery date for all bow 
thruster nozzles was November 25, 2015.  (61959 R4, tab 1 at 5; app. supp. R4, 
tab 19.078 at 177).  Langdon was required to arrange a pickup of the bow thruster 
nozzles from Camp Pendleton and perform work at its facilities. 
 
13.  The contract incorporated, by reference, Federal Acquisition Regulation 
(FAR) clause 52.212-4, Contract Terms and Conditions – Commercial Items (DEC 
2014), which stated, in relevant part: 
 
(f) Excusable delays. The Contractor shall be liable for 
default unless nonperformance is caused by an occurrence 
beyond the reasonable control of the Contractor and 

6 
without its fault or negligence such as, acts of God or the 
public enemy, acts of the Government in either its 
sovereign or contractual capacity, fires, floods, epidemics, 
quarantine restrictions, strikes, unusually severe weather, 
and delays of common carriers. The Contractor shall notify 
the Contracting Officer in writing as soon as it is 
reasonably possible after the commencement of any 
excusable delay, setting forth the full particulars in 
connection therewith, shall remedy such occurrence with 
all reasonable dispatch, and shall promptly give written 
notice to the Contracting Officer of the cessation of such 
occurrence. 
… 
 
(m) Termination for cause. The Government may 
terminate this contract, or any part hereof, for cause in the 
event of any default by the Contractor, or if the Contractor 
fails to comply with any contract terms and conditions, or 
fails to provide the Government, upon request, with 
adequate assurances of future performance. In the event of 
termination for cause, the Government shall not be liable 
to the Contractor for any amount for supplies or services 
not accepted, and the Contractor shall be liable to the 
Government for any and all rights and remedies provided 
by law. If it is determined that the Government improperly 
terminated this contract for default, such termination shall 
be deemed a termination for convenience. 
 
(61959 R4, tab 1 at 6) 
 
14.  Modification No. 001 revised the delivery date from November 25, 2015 
to October 3, 2016, because of “Government and contractor delays.”  Specifically, the 
Navy did not provide the contractor with the drawings required to refurbish the “bow 
thrusters” in accordance with the SOW.  The remaining delay was due to the 
contractor’s problem with its supplier’s long lead time for parts.  (61959 R4, tab 2 
at 23) 
 
15.  Modification No. 003 again revised the delivery dates, this time based upon 
Langdon’s requested delivery schedule.  The new delivery dates were October 20, 
2017, for the first two bow thrusters, January 11, 2018 for the next four, and March 15, 
2018 for the remaining two.  (61959 R4, tab 3 at 27) 
  

7 
II.  Key Witnesses 
 
16.  Appellant’s representative in these appeals, Mr. Albert Swank, Jr., is an 
engineer and the owner of Langdon (tr. 1/16-17).  He testified that Langdon did not 
take any written exceptions to the statement of work (SOW) that was in the 
solicitation, nor did he ask questions regarding the solicitation (tr. 1/19-20).  
Langdon’s bid was based upon the SOW and some, but not all, of the reference 
drawings.  Langdon requested additional reference drawings after the contract was 
awarded.  (Tr. 1/19-20) 
 
17.  Mr. Kurt Steiner was a Navy Shipbuilding Specialist with Assault Craft 
Unit Five at Marine Corps Base Camp Pendleton for approximately five years (tr. 2/6).  
Prior to his retirement in 2017, Mr. Steiner was the contract’s technical point of 
contact as the Operations Maintenance Officer (tr. 2/9-10).  As the Operations 
Maintenance Officer, he was responsible for coordination of maintenance of craft 
within the unit (tr. 2/9).  Mr. Steiner was involved in training, operation, and 
maintenance of LCACs for about 25 years out of his 35 years of combined active duty 
and civilian service with the Navy (tr. 2/8). 
 
18.  Mr. Wesley Magner has served as a craftmaster instructor at ACU-5 since 
2022, teaching advanced maneuvering of landing craft (tr. 3/130-31).  He currently 
is serving as a craftmaster, and also has been a landing craft engineer and an 
operations maintenance officer.  Of his 24-year active-duty career, 20 years have been 
involved with landing craft (tr. 3/132). 
 
19.  Mr. Victor Garza is the owner of Fat Boy Fiberglass and Welding, located 
in San Diego, CA (tr. 3/16).  Mr. Garza has been in business for approximately 
22 years and has approximately 15 years of experience refurbishing landing craft bow 
thruster nozzles as a contractor for the Navy (tr. 3/15-17).  In that time, he has worked 
on between 75 to 100 bow thruster nozzles (tr. 3/15). 
 
20.  Mr. Garza stated that, of the 75 to 100 bow thruster nozzles he has serviced 
over the years, he needed to repair either the upper or lower turning vanes on 
approximately 20 to 30 of them (Mr. Garza refers to the turning vanes as baffles) 
(tr. 3/19).  He further stated that he needed to fully replace the turning vanes on at least 
two bow thrusters out of the 100 he has refurbished (tr. 3/19-20).  When repairing 
or replacing an interior baffle or turning vane, Mr. Garza said that he follows the 
specifications, but sometimes adds additional material to make the fiberglass joint 
stronger.  He stated: 
 
We go a little overkill, you know. I know they have the 
specifications and we do it to the specifications on the type 
of material we use, but it’s just like when you weld 

8 
something, repair something -- remember these are repairs. 
This isn’t a new construction. 
 
(Tr. 3/29) 
 
Mr. Garza also testified that his repairs sometimes would involve cutting or 
grinding out damaged portions of the interior baffles and replacing them by filling the 
gaps with epoxy and layering fiberglass over them.  According to him, this would 
make the joint stronger than the original.  (Tr. 3/56-58) 
 
III.  Condition of the Bow Thrusters 
 
21.  The service life of the landing craft was thought to be approximately 
20 years (tr. 3/170).  Mr. Steiner estimated that the bow thruster nozzles are made of 
98% fiberglass (tr. 2/14).  The fiberglass would wear out and aluminum pieces would 
corrode over time due to exposure from salt water, ultraviolet radiation from sunlight, 
and sand as the landing craft crosses beaches (tr. 2/13-15).  Mr. Steiner stated that as 
sand is blasted at 300 miles an hour through the nozzle, it would be “basically a sand 
blaster” (tr. 2/14). 
 
22.  The bow thruster nozzles have been used on landing craft since the craft 
were first manufactured in the 1980’s (tr. 2/25).  Although the original service life of 
the landing craft was 20 years, they have now been in operation for more than 30 years 
(tr. 2/22).  In order to extend their service life, the Navy implemented a Service Life 
Extension Program (SLEP).  The SLEP included modifications to the bow thrusters, 
such as building up a section to divert air higher to accommodate a new, taller radar 
pedestal (Tr. 2/21-22) 
 
23.  The eight specific bow thrusters that the Navy provided to Langdon to be 
refurbished were not in service and had been sitting around for several years.  At the 
time of the contract, they were between 20 and 30 years old.  (Tr. 2/25) 
 
24. According to Mr. Steiner, the purpose of the thickness specifications in the 
SOW was to establish a minimum thickness (tr. 3/173).  In his view, repairs must meet 
the minimum thickness requirement in order to be strong and durable enough to 
withstand air coming out of the nozzle at up to 300 miles an hour (tr. 3/173-74).  As an 
end-user of the landing craft, he stated that exceeding the minimal thickness 
requirement would not be a problem, as long as the minimum thickness is met 
(tr. 3/174).  
 
25. On June 4, 2015, in response to Mr. Swank’s request, the Navy emailed six 
photos of the bow thruster nozzles that Langdon would be required to refurbish under 
the contract (app. supp. R4, tab 19.055).  The photos depicted the condition of the 

9 
nozzles.  For example, photos depicted missing side handles and paint falling off (app. 
supp. R4, tab 19.057; tr. 1/67, 3/67), interior wear and tear, chipping and cracks, and 
entire missing interior turning vanes (app. supp. R4, tab 19.060; tr. 2/22, 2/41. 3/71,). 
 
26.  With respect to one of the nozzles depicted in the photos, Mr. Garza 
testified that he previously had performed repair work on the nozzle, including 
replacing the center turning vane with a fiberglass structure that was stronger than the 
original (app. supp. R4, tab 32.049; tr. 3/82-86). 
 
IV.  Requirement to Refurbish the Bow Thruster Nozzles 
 
27.  To “refurbish” the bow thruster nozzles, Langdon was required to tear apart 
each nozzle to its constituent parts, bead blast them to remove all the paint and expose 
any missing or damaged fiberglass, repair the fiberglass structure, and to reassemble 
the bow thruster nozzles with repaired or replaced components for at least 10 more 
years of service (61959 R4, tab 1 at 1-3; tr. 1/109-110; 2/13-15, 26 91; 3/64, 71-74 
134). 
 
28.  Mr. Steiner testified that the term refurbishment meant that “you’re going 
to tear it down, you’re going to clean it, [take] all the paint off, and then you’re going 
to, you know, rebuild all the damaged, missing components, repaint it to an as new 
like condition” (tr. 2/26). 
 
29.  According to Mr. Steiner, after completing the repairs, Langdon was 
required to attach the bow thruster bearings (tr. 2/14-15). 
 
V.  Contract Performance 
 
30.  On November 20, 2015, five days before the original contract delivery date 
of November 25, 2015, Langdon emailed the Navy requesting an extension of the 
delivery date.  Langdon stated that it had several conflicts with other existing contracts 
which delayed its ability to work on the bow thruster nozzles during the performance 
period, but it evaluated the eight bow thruster nozzles received and determined that 
specialized jigs and equipment were required to perform repairs.  Langdon proposed 
new delivery dates—February 5, 2016 for two bow thruster nozzles; February 26, 
2016 for another two bow thruster nozzles; March 11, 2016 for another two bow 
thruster nozzles; and March 25, 2016 for the last two bow thruster nozzles.  (61959 
R4, tab 26) 
 
31.  On December 3, 2015, Mr. Swank sent an email to Contract Specialist 
Mr. Charles Fletcher explaining that the extension request was due to “several factors 
to include the existing condition/repairs of the nozzles being beyond the scope of the 

10 
SOW and some contractor workload issues” (61959 R4, tab 28 at 708).  The Navy 
accepted Langdon’s revised delivery schedule (id.). 
 
32.  In an email dated February 23, 2016 to Messrs. Fletcher and Steiner, 
Mr. Swank requested the Navy to send drawings and additional information 
to “finalize/complete things” (61959 R4, tab 31 at 113).  In the email, Mr. Swank 
stated that he never received the drawings referenced in Section 4.0 of the statement 
of work (id.).  Mr. Steiner provided the requested drawings to Mr. Swank the next day 
via email and mailed the technical manual (id.). 
 
33.  On June 30, 2015, Mr. Swank emailed Mr. Steiner, stating that Langdon 
would pick up the bow thrusters between July 25 and August 25, and that Langdon 
anticipated a duration of 90 to 120 days to complete the work under the Contract 
(app. supp. R4, tab 19.078 at 176-77). 
 
34.  Langdon did not pick up the bow thruster nozzles by either date.  On 
October 8, 2016, the Navy emailed Langdon additional pictures of the bow thruster 
nozzles banded to crates which contained the bow thruster bearings.  (App. supp. R4, 
tabs 19.100-02; tr. 2/16)  Langdon arranged for a carrier to pick up the bow thruster 
nozzles on October 9, 2015 (app. supp. R4, tab 19.103).  Langdon provided 
no explanation for the delays (tr. 2/25). 
 
35.  Mr. O’Donnell issued Modification No. P00002 unilaterally on August 10, 
2017 (61959 R4, tab 3).  The modification revised the delivery dates to October 20, 
2017 for two bow thruster nozzles, January 11, 2018 for four bow thruster nozzles, and 
March 15, 2018 for two bow thruster nozzles (id.).  All other terms and conditions 
remained the same (id.).  Mr. O’Donnell issued the modification unilaterally because 
Mr. Swank had requested to deviate from the specifications or perform work outside 
of the SOW (tr. 1/117; see also Navy PFF ¶ 67). 
 
36.  Mr. O’Donnell reminded Mr. Swank that, as the CO, he has never 
authorized any changes to the original scope of work, that the Navy was looking for 
Langdon to repair and deliver the bow thruster nozzles at the stated contract price, and 
that costs incurred to develop designs to increase the operational life of the bow 
thruster nozzles was not a contractual requirement (61959 R4, tab 195 at 212).  He 
warned that failure to deliver 2 bow thruster nozzles by October 20, 2017, would result 
in a termination of the Contract (id. at 213). 
 
37.  Langdon did not deliver 2 bow thruster nozzles by October 20, 2017, in 
accordance with Modification No. P00002 of the Contract (tr. 1/93). 
 
38.  On December 11, 2017, Mr. O’Donnell issued a show cause notice 
to Langdon due to Langdon’s failure to deliver 2 bow thruster nozzles by October 20, 

11 
2017 (61959 R4, tab 4).  The notice provided Langdon 10 days from receipt of the 
letter to explain its non-performance or be subject to a termination for cause (R4, 
tab 5). 
 
39.  Between December 2017 and March 2018, Langdon submitted a number of 
email replies to the show cause notice with a number of attached drawings, photos, and 
other documents (61959 R4, tabs 207-43).  In an email dated December 26, 2017, 
Mr. Swank blamed Langdon’s failure to deliver on the alleged discovery of additional 
original manufacturing deficiencies during Langdon’s rebuilding processes (61959 R4, 
tab 214).  He further stated that these new discoveries would require an additional 
contract modification and that Langdon would need to perform “detailed 
destructive/disassembly failure analysis” of the eight bow thruster nozzles to 
determine all historical failures of the bow thruster nozzles (id.).  Mr. Swank stated 
that he would provide cost information for the additional out of scope repairs (id.). 
 
40.  In a March 7, 2018 email, designated as one of seven emails in response to 
the show cause notice, Mr. Swank reiterated that Langdon’s inspection had discovered 
new “covered and hidden” structural defects with respect to the central turning vane 
and associated connections to the inner walls of the bow thruster nozzles resulting 
from alleged OEM design defects and substandard prior repairs by others (61959 R4, 
tab 236).  Mr. Swank stated that, if Langdon had performed repairs in accordance with 
the SOW and its own Mod. No. 1 design and methods, the “repairs would have failed” 
due to the “covered and hidden” defects in the central turning vane structure (id. at 9).  
He contended that Langdon’s proposed repairs were necessary to bring the bow 
thruster nozzles in compliance with the design specifications and that Langdon could 
not knowingly perform repairs in accordance with the SOW without violating laws and 
professional standards due to risk to life and safety (id. at 10).  He also complained 
that the Navy had repeatedly refused to negotiate a mutually acceptable contract 
modification addressing the outstanding issues (id.).  None of the responses to the 
show cause notice indicated whether Langdon would complete performance, nor did 
the responses provide a delivery date for the 8 bow thruster nozzles. 
 
41.  Langdon did not deliver refurbished bow thruster nozzles to the Navy by 
the March 15, 2018 deadline (61959 R4, tab 9 at 44). 
 
VI.  Procedural History 
 
42.  In a letter dated September 27, 2018, the CO, Mr. O’Donnell, issued a 
termination for cause pursuant to FAR 52.212-4(m) (61959 R4, tab 9).  The 
termination decision stated that Langdon was in default due to its failure to refurbish 
and deliver the bow thruster nozzles by the dates established in the contract.  The 
decision acknowledged Langdon’s responses to the show cause notice, but stated that 
the government had the right to insist on strict and timely compliance with contract 

12 
specifications and Langdon’s claims of OEM manufacturing and design deficiencies 
based on the OEM’s own design drawings were not an adequate excuse for its non-
performance.  (Id. at 42-43)  Mr. O’Donnell stated that the contract SOW required a 
complete refurbishment that included any damaged, deteriorated or missing fiberglass 
(id. at 43).  Lastly, the termination decision requested that Langdon return the bow 
thruster nozzles to the Navy by October 26, 2018, or the Navy would seek 
reimbursement for the costs of the bow thruster nozzles (id. at 44). 
 
43.  On February 5, 2019, the Board docketed Langdon’s appeal from the 
termination decision as ASBCA No. 61959. 
 
44.  After Langdon failed to return the bow thruster nozzles post-termination, 
by letter dated April 16, 2019, Mr. O’Donnell requested reimbursement in the total 
amount of $192,000 for the eight bow thruster nozzles.  The letter instructed Langdon 
to remit payment to the U.S. Treasury.  (App. supp. R4, tab 19.749) 
 
45.  On November 10, 2022, during the pendency of ASBCA No. 61959, 
Langdon filed a monetary claim addressed to CO Jose Gomez. (ASBCA No. 63501 
R4, tab 1).  The 13-page claim document sought damages for a sum total of $730,000 
alleging breach of contract and constructive change under the defective specifications 
and superior knowledge theories of recovery (id.). The total was broken into primarily 
two categories, pre-termination costs totaling $288,000 and post-termination costs 
totaling $442,000, which were further itemized into 44 separate elements for alleged 
labor and materials costs for repair materials, storage of the bow thrusters, legal 
expenses, engineering reports, and travel costs. 
 
DECISION  
 
I.  Whether the Navy’s Termination for Cause Was Justified 
 
 The principles governing a termination for default apply to a termination for 
cause.  Bulova Techs. Ordnance Sys. LLC, ASBCA No. 59089, 18-1 BCA ¶ 37,183 
at 180,981.  A termination for default “is a drastic sanction which should be imposed 
(or sustained) only for good grounds and on solid evidence.”  Lisbon Contractors, Inc. 
v. United States, 828 F.2d 759, 765 (Fed. Cir. 1987) (quoting J.D. Hedin Constr. Co. v. 
United States, 408 F.2d 424, 431 (Ct. Cl. 1969)).  Although Langdon brought the 
appeal, because a termination for default is essentially a government claim, the 
government bears the initial burden of proving, by a preponderance of the evidence, 
that a termination for default was justified.  Lisbon Contractors, 828 F.2d at 764-65; 
DayDanyon Corp., ASBCA No. 57681, 15-1 BCA ¶ 36,073 at 176,151. 
 
 Once the government establishes its prima facie case that the termination for 
cause was proper, the burden shifts to the contractor to prove that its failure to perform 

13 
was beyond its control and without its fault or negligence.  Bulova, 18-1 BCA ¶ 37,183 
at 180,987.  The contractor must show that that its nonperformance was excusable or 
due to the government’s material breach, or that the CO’s decision was arbitrary, 
capricious, or an abuse of discretion.  Id.  
 
 Here, the Navy has satisfied its initial burden of demonstrating that the 
termination for cause was justified.  It is undisputed that Langdon failed to deliver any 
of the bow thrusters, despite the Navy granting two significant schedule extensions—
the first for one year, and the second for another two years beyond the original 
delivery date of November 25, 2015 (findings 14-15, 32-41).  Moreover, Langdon 
failed to adequately respond to the Navy’s show cause order.  Although Langdon made 
various assertions regarding the condition of the bow thrusters and alleged that the 
thrusters were plagued with OEM defects, Langdon failed to provide a new delivery 
date or any assurances that it would complete the work.  Instead, Langdon insisted that 
it could not complete the work without violating laws and professional standards.  
(Findings 38-41)  Accordingly, the Navy has met its initial burden. 
 
A.  Langdon Has Not Demonstrated That Its Failure to Perform Was 
Excusable 
 
 Once the Navy has demonstrated that the termination for cause is justified, the 
burden shifts to the appellant to demonstrate that its failure to perform was excusable.  
Bulova Technologies Ordnance Systems, LLC, ASBCA No. 59089, 18-1 BCA ¶ 
37,183 at 180,987.  
 
 Langdon contends that the CO blocked it from performing by refusing to 
modify the contract in order to address the alleged manufacturing defects in the bow 
thrusters (app. br. at 6).  According to Langdon, refurbishing the bow thrusters would 
cause it to “violate the contract documents and specifications” by having OEM 
manufacturing defects (id.). 
 
 As we discuss below, Langdon has failed to demonstrate that the bow thrusters 
had manufacturing defects or non-compliant prior repairs that prevented Langdon from 
performing according to the statement of work.  Because the Navy had no reason to 
modify the contract to address the alleged issues, Langdon has not demonstrated that 
its failure to perform was excusable.   
1.  Whether The Statement of Work Was Defective 
 Determining what the contract requires is a matter of contract interpretation and 
begins with the plain language of the contract.  Generally, this process begins and ends 
with the language of the contract.  H2LI-CSC, JV, ASBCA No. 62086, 21-1 BCA 
¶ 37,956 at 184,338-39 (citing TEG-Paradigm Env’t, Inc. v. United States, 465 F.3d 

14 
1329, 1338 (Fed. Cir. 2006)).  In reviewing the language, the Board should read the 
contract “as a whole and [interpret it] to harmonize and give reasonable meaning to all 
its parts,” if possible, leaving no words “useless, inexplicable, inoperative, 
insignificant, void, meaningless or superfluous.”  Precision Dynamics, Inc., ASBCA 
No. 50519, 05-2 BCA ¶ 33,071 at 163,922 (citations omitted); see also 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”).  However, if a contract provision is “susceptible to more than one 
reasonable interpretation, it is ambiguous.”  TEG-Paradigm, 465 F.3d at 1338 (citing 
Edward R. Marden Corp. v. United States, 803 F.2d 701, 705 (Fed. Cir. 1986)). 
 
 According to Langdon, the language of the SOW “clearly did limit a portion of 
Langdon’s performance obligations to only damage resulting from 
saltwater/ultraviolet/sandblast exposure” (app. br. at 9) (emphasis added).  Langdon 
interprets the SOW to “limit repairs to ‘minor’ structural damage or fiberglass surface 
wear and tear,” rather than the repair and replacement of “any” damaged or missing 
fiberglass components (id. at 9-10) (emphasis included).  Specifically, Langdon 
contends that the replacement of damaged and missing fiberglass components—such 
as the central turning vanes—fell outside the scope of work (id. at 9). 
 
 Langdon’s interpretation of the SOW is unreasonable and inconsistent with the 
plain language of the SOW.  First, Langdon’s interpretation places undue emphasis on 
the sentence in Section 2.0 of the SOW stating that “[d]ue to the cumulative effects of 
saltwater/ultraviolet/sandblast exposure, the Bow Thruster Nozzles have reached the 
end of their intended service life.”  (Finding 7)  This statement in no way restricts the 
work to repairing only damage resulting exclusively from exposure to saltwater, 
ultraviolet radiation, and sandblast.  Rather, it provides an explanation of the various 
types of damage encountered during the service life of the bow thrusters and does not 
limit or restrict the repair work in any way.  
 
 Next, Section 3.0 of the SOW provides more explicit instructions regarding the 
actual work that must be accomplished, stating that each bow thruster nozzle must be 
“completely disassembled with all mechanically fastened components removed and 
glass bead blasted clean then visually inspected for damage.”  In addition, Section 3.2 
requires the contractor to repair or replace “any damaged components,” while section 
3.3 requires that “[a]ll existing paint on the fiberglass structure will be removed” and 
that “[a]ny damaged, deteriorated or missing fiberglass will be 
repaired/renewed/installed ensuring all reference [drawing] dimensions are 
maintained.”  (Finding 8)  These requirements expressly exceed Langdon’s narrow 
interpretation of the SOW as being restricted to the repair of “‘minor’ structural 
damage or fiberglass surface wear and tear” (app. br. at 9).  Moreover, contrary 
to Langdon’s narrow interpretation (id.), these requirements specifically contemplate 
the replacement of missing fiberglass components, such as the internal turning vanes. 

15 
 Moreover, it is important to read the Background Section 2.0 together with the 
General Requirements of Section 3.0 so as to give full meaning to both provisions.  
H2LI-CSC, JV, 21-1 BCA ¶37,956 at 184,339.  Langdon’s interpretation is 
unreasonable, because it ignores the express instructions in Section 3.0 to “remove,” 
“repair,” “renew,” or “replace” “damaged, deteriorated or missing fiberglass 
components.”  Reading the two sections together plainly requires the contractor 
to repair or replace any fiberglass structures (such as the turning vanes) if they were 
damaged for any reason, including because of sandblast, ultraviolet radiation, or 
saltwater exposure. 
 
 Langdon next argues that the design specifications referenced in the SOW were 
defective, because the bow thrusters it received were not consistent with the original 
equipment manufacturer (OEM) drawings.  According to Langdon, Section 4.0 of the 
SOW is controlling and requires that “all specifications, tolerances, details and 
references on the [OEM] drawings must be followed in the performance of this 
contract” (app. br. at 11).  Langdon argues that extensive damage arising from pre-
existing OEM manufacturing defects and non-compliant prior repairs prevented it 
from adhering to the SOW.  According to Langdon, correcting the alleged defects 
would violate the design drawings and specifications, placing Langdon in a “Catch 22” 
situation.  (App. br. at 12)   
 
 We see no contradiction between the General requirements of Section 3.0 and 
the Performance requirements of Section 4.0, which states that the repairs must be 
conducted in accordance with the reference drawings (finding 9).  The testimony 
of Mr. Garza, the owner of Fat Boy Fiberglass and Welding, a witness offered by 
Langdon, demonstrates that refurbishment can be conducted in a manner consistent 
with the OEM reference drawings and specifications (findings, 19, 20).  As Mr. Garza 
testified, it was not unusual to repair or replace the inner baffles, or turning vanes, on 
the bow thruster nozzles.  He explained that, when he repairs or replaces the baffles, he 
follows the specifications but sometimes adds additional material to make the 
fiberglass joints stronger.  He also testified that his repairs sometimes would involve 
cutting or grinding out damaged portions of the interior baffles and replacing them by 
filling the gaps with epoxy and layering fiberglass over them.  According to him, this 
would make the joint stronger than the original.  (Finding 20)  We conclude that such 
an approach is entirely reasonable and fully consistent with the contract. 
 
 Taking its argument further, Langdon contends that performance in accordance 
with the SOW would subject the bow thrusters to operational failure and expose 
Langdon to civil and criminal liability (app. supp. R4, tab 39.001 at 5-10).  We 
previously rejected this argument in our summary judgment decision.  Langdon Eng’g 
& Mgt.,  21-1 BCA ¶ 37,810 at 183,621 (rejecting as irrelevant Langdon’s contention 
that performance would have violated unnamed laws). 

16 
2.  The Bow Thrusters Did Not Differ Materially From the OEM 
Drawings 
 In our previous ruling on the Navy’s motion for summary judgment, the Board 
concluded that Langdon had established a dispute as to a single material fact: whether 
or not the bow thrusters provided by the Navy differed materially from the OEM 
drawings and, therefore, could not be refurbished as required by the contract.  Langdon 
Eng’g & Mgt., 21-1 BCA ¶ 37,810 at 183,623.  
 
 The contemporaneous correspondence demonstrates that Mr. Swank was 
convinced that the bow thrusters he received contained “major structural/mechanical 
engineering deficiencies” that were only exposed when he began working on them, 
and that the “basic design of the units . . . are faulty with regards to the original 
manufacturer.”  He further believed that, if he completed the repairs pursuant to the 
SOW, the “units will fail again and we can’t allow such under our professional 
liability requirements.”  (R4, tab 65 at 486-88)  He claimed that “these major 
deficiencies were not physically obvious and some had been covered over by 
superficial prior repairs that were not performed as they should have been” (id. at 486). 
 
 Despite Mr. Swank’s insistence, he has not satisfactorily demonstrated that the 
bow thrusters contained OEM manufacturing defects that prevented him from 
completing the refurbishment consistent with the SOW.  For example, Mr. Swank 
argues that the previous repairs to the bow thrusters were defective, because the 
repaired central turning vane was 0.75” thick, rather than the OEM specification of 
0.25” thickness (app. resp. to Navy PFF ¶ 18).  He further argued that the bow 
thrusters were defective because some of them had a gap between the interior wall and 
the turning vanes (tr. 2/67-68).  On certain units, the gap had been filled with epoxy 
and covered over with fiberglass (id.).   
 
In our view, the purported out-of-specification measurements on certain bow 
thrusters are consistent with prevailing techniques of fiberglass repair, as evidenced by 
the owner of Fat Boy Fiberglass and Welding, Mr. Garza.  Mr. Garza testified that it 
was not unusual to repair or replace the turning vanes and that sometimes he must add 
additional material to make the fiberglass joints stronger.  In particular, he would cut 
or grind out damaged portions and replace them by filling the gaps with epoxy and 
layering fiberglass over them.  (Findings 19-20)  The fact that another contractor had 
previously repaired the bow thrusters does not demonstrate that the thrusters had OEM 
defects.  Moreover, the fact that portions of some thrusters had out-of-specification 
measurements does not establish that the previous repairs were faulty or otherwise 
non-compliant.  Indeed, evidence of previous repairs is entirely consistent with the fact 
that the bow thruster nozzles have been used on LCACs since they were first 
manufactured in the 1980’s (findings 21-23).  We conclude that Langdon has not 

17 
demonstrated that the bow thrusters it received contained pre-existing OEM 
manufacturing defects.   
 
 Moreover, Langdon’s arguments fail to establish that non-compliant prior 
repairs prevented Langdon from fulfilling its contractual duty to refurbish the bow 
thrusters consistent with the SOW.  The fact that previously repaired bow thrusters 
may not have complied with the OEM specifications for wall thickness should not 
have prevented Langdon from refurbishing them.  Mr. Swank introduced no evidence 
that this alleged defect prevented Langdon from making the repairs.  Instead, Langdon 
relied entirely upon Mr. Swank’s opinion that repairing the bow thrusters to comply 
with the OEM specifications would cause Langdon to violate its professional liability 
requirements.  We did not find Mr. Swank’s opinion to be persuasive. 
  
 As the testimony of other contractors established, it was possible to refurbish 
the bow thrusters consistent with the OEM drawings (finding 20).  For example, 
during the hearing, the Navy presented a series of photos of the bow thrusters that the 
Navy had sent to Langdon at Langdon’s request (finding 25).  The photos depicted 
various states of disrepair, including missing and damaged components such as 
missing vanes (tr. 2/22-23; 3/71, 137).  On one unit, the entire central turning vane 
was “blown out” (tr. 2/41).  During the hearing, Mr. Garza, the owner of Fat Boy 
Fiberglass and Welding, testified that repairing the missing piece of the upper turning 
vane was “a walk in the park” and that, after the repair, the fiberglass structure would 
be stronger than before (tr. 3/82-85).  Moreover, Langdon was aware that other 
contractors had successfully refurbished other LCAC bow thrusters, because 
Mr. Swank sought a quote from L-3 Unidyne, Inc., who represented that it recently 
had completed refurbishment on a similar landing craft (finding 2).  Although 
Mr. Swank asserts that Mr. Garza’s repairs were not consistent with the OEM 
drawings or specifications, he provided no evidence to support this assertion (app. br. 
at 13), other than his personal opinion. 
  
 Finally, if Langdon believed the SOW was ambiguous, Langdon had a duty 
to inquire to clarify the ambiguity.  Indeed, if the ambiguity is obvious and a 
contractor fails to inquire with regard to the provision, its interpretation will fail.  NVT 
Techs., Inc. v. United States, 370 F.3d 1153, 1162 (Fed. Cir. 2004) (citing Triax Pac., 
Inc. v. West, 130 F.3d 1469, 1475 (Fed.Cir.1997)).  Here, if Langdon believed that the 
OEM drawings and specifications were ambiguous, it should have raised this issue 
at the outset of the contract, rather than waiting until after the original delivery date 
(findings 32, 39).  Community Heating & Plumbing Co. v. Kelso, 987 F.2d 1575, 
1579-80 (Fed. Cir. 1993) (holding that where a contractor alleges a discrepancy in the 
contract drawings, the contractor may be required to seek clarification) (citing 
Jefferson Constr. Co. v. United States, 364 F.2d 420 (1966), cert. denied, 386 U.S. 914 
(1967)).  Langdon admits that it did not take any exceptions or ask questions regarding 
the SOW prior to contract award (app. br. at 10).  

18 
3.  Whether Performance Was Commercially Impracticable 
 Langdon’s next argument is that it was commercially impracticable to perform, 
because doing so would cause extreme and unreasonable difficulty.  Langdon claims 
that it has suffered a cost overrun of 400 percent, demonstrating the unreasonable 
nature of completing the SOW.  (App. br. at 14-15) 
 
 Because this was a firm fixed-price contract (finding 1), Langdon bears the risk 
of cost overruns.  Dalton v. Cessna Aircraft Co., 98 F.3d 1298, 1305 (Fed. Cir. 1996); 
Parsons Gov’t Servs., Inc., ASBCA No. 61630, 20-1 BCA ¶ 37,655 at 182,815.  To 
establish commercial impracticability in the context of a firm fixed-price contract, a 
contractor must show that a supervening event, after it entered into the contract, made 
performance impracticable.  The contractor also must show that the event’s non-
occurrence was a basic assumption upon which the contract was based and that the 
occurrence of the event was not the contractor’s fault.  Finally, the contractor must 
show that it did not assume the risk of occurrence.  In firm fixed-price contracts, the 
contractor typically assumes the risk of unexpected costs and performance difficulties.  
Spindler Constr. Corp., ASBCA No. 55007, 06-2 ¶ 33,376 at 165,463 (citing 
Seaboard Lumber Co. v. United States, 308 F.3d 1283, 1294-95 (Fed. Cir. 2002) 
(setting forth the elements of commercial impracticability in the context of a firm 
fixed-price contract)). 
 
 Here, Langdon argues that “the appearance of the OEM defects and the 
governments [sic] unwillingness to negotiate a resolution of any type by changing the 
specifications” was a supervening event that made performance impracticable (app. br. 
at 15).  This contention, even if true, is insufficient to establish commercial 
impracticability.  Even if Langdon could establish that the bow thrusters were 
defective (which we’ve concluded it has not), Langdon has not demonstrated that the 
alleged defects made performance impracticable.  Indeed, as we’ve previously 
discussed, other contractors were able to refurbish the bow thrusters consistent with 
OEM drawings, including replacing missing and blown out turning vanes (findings 19-
20). 
 
 Langdon further argues that, based on the costs it was incurring, the work that it 
was doing was more akin to remanufacturing rather than refurbishing the bow 
thrusters.  According to Langdon, the only way it could proceed without violating the 
contract specification would have been to demolish and remove all eight turning vanes 
and central splitters and then remanufacture and install new ones (app. reply at 8).  
However, this is precisely what Fat Boy did (finding 20) and Langdon did not 
demonstrate at the hearing that doing so would have been necessary for every bow 
thruster, nor did it establish that doing so would have been commercially 
impracticable. 
 

19 
 For example, Langdon’s claim that it cost 400% more than it expected 
to perform is unsubstantiated (app. br. at 14-15).  Langdon attempts to use its cost 
accounting submission attached to its post-hearing brief as evidence to support its 
purported cost overruns (finding 48).  We will not re-open the record to accept new 
evidence, particularly when the Navy has not had an opportunity to review the 
evidence prior to the hearing.  See Board Rule 13(c); T&M Distributors, Inc., ASBCA 
No. 51279, 01-2 BCA ¶ 31,442 at 155,276.  Indeed, appellant’s submission after the 
hearing does not represent newly discovered evidence.  Langdon was on notice and 
had an opportunity to introduce this evidence prior to or at the hearing but did not 
do so.  
 
 However, even if we accept Langdon’s proffered evidence, it does not change 
our conclusion that completing the contract was not commercially impracticable.  
Langdon relies upon Raytheon v. White, 305 F.3d 1354, 1367 (Fed. Cir. 2002), 
to support its conclusion that a cost overrun of 400 percent in refurbishing the bow 
thrusters was commercially impracticable (app. br. at 14-15).  Langdon’s reliance upon 
Raytheon is misplaced, because Raytheon does not hold that a cost overrun, by itself, 
means that a contract is commercially impracticable.  Instead, Raytheon holds that a 
contract is commercially impracticable if its performance would cause “extreme and 
unreasonable difficulty, expense, injury or loss to one of the parties.”  Raytheon, 
305 F.3d at 1367.  A cost overrun of 400%, even if substantiated, is not itself sufficient 
to establish commercial impracticability.  See also Spindler, 06-02 ¶ 33,376 
at 165,462-63 (holding that cost overruns alone are insufficient to establish 
commercial impracticability in a firm fixed-price contract). 
4.  Whether the Navy Failed to Disclose Superior Knowledge 
 Langdon next argues that the Navy breached the contract by failing to disclose 
superior knowledge of the condition of the bow thruster nozzles (app. br. at 15-18). 
 
 As we stated above, the contractor in a fixed price contract bears the risk of 
unexpected costs.  Dalton, 98 F.3d at 1305.  However, under the superior knowledge 
doctrine, contracting agencies have an implied duty to disclose otherwise unavailable 
information that is vital to the contract performance.  The doctrine of superior 
knowledge is premised upon the notion that where “the government has knowledge of 
vital information that will affect a contractor’s performance, the government is 
obligated to share that information.”  Relyant, LLC, ASBCA No. 59809, 18-1 BCA ¶ 
37,085 at 180,538 (citing Helene Curtis Indus., Inc. v. United States, 312 F.2d 774 (Ct. 
Cl. 1963)); see also Hercules, Inc. v. United States, 24 F.3d 188, 196-97 (Fed. Cir. 
1994).  The elements of the cause of action, as set forth in Hercules, are that (1) the 
contractor undertook to perform without vital knowledge of a fact that affects 
performance costs or duration; (2) the government was aware that the contractor 
lacked the knowledge and would not have reason to obtain it; (3) any contract 

20 
specification provided either misled the contractor or did not put it on notice 
to inquire; and (4) the government failed to provide the relevant information.  24 F.3d 
at 196. 
 
 Langdon argues that it satisfies all four elements set forth in Hercules.  With 
respect to element one, Langdon argues that it undertook performance without 
knowledge of OEM defects and non-compliant prior repairs to the bow thrusters (app. 
br. at 16).   
 
Langdon asserts that the government was aware that Langdon had not 
previously refurbished bow thrusters for the Navy (id.).  Langdon further asserts that 
the contract specifications failed to indicate the OEM defects and that the Navy failed 
to inform Langdon that previous repair work had been performed out of specifications.  
(App. br. at 16-17). 
 
 Langdon’s assertions fail to satisfy the elements of the superior knowledge 
doctrine.  First, the record demonstrates that Langdon should have been aware of the 
condition of bow thrusters at the outset of the contract.  The SOW of the contract 
expressly stated that the bow thrusters had reached or exceeded their intended service 
life and that the bow thrusters had been damaged from the cumulative effects of 
exposure to saltwater, ultraviolet radiation, and sandblast (finding 7).  The SOW 
further required Langdon to repair or install any damaged, deteriorated, or missing 
fiberglass, as well as damaged or missing components (finding 8.  Thus, Langdon 
should have been aware of the condition of the bow thruster nozzles from the 
beginning of the contract.  Indeed, the condition of the bow thrusters as depicted in the 
pictures that Langdon received (finding 25) is fully consistent with the contract SOW, 
which required Langdon to repair and replace missing and damaged components 
(finding 8).   
 
 Langdon presented no evidence that the Navy was aware of the alleged OEM 
defects before entering into the contract with Langdon, nor has Langdon demonstrated 
that the Navy was aware that the previous repairs performed by Fat Boy were non-
compliant.  With respect to the final element set forth in Hercules, the Navy made no 
effort to hide the condition of the bow thrusters or otherwise fail to inform Langdon of 
their condition, as evidenced by its willingness to send photos.  
  

21 
B.  Whether the Navy Breached the Implied Duty of Good Faith and Fair 
Dealing 
 
 “The duty of good faith and fair dealing is inherent in every contract.”  
Precision Pine & Timber, Inc. v. United States, 596 F.3d 817, 828 (Fed. Cir. 2010).  
The duty prohibits a party to a contract from interfering with another party’s rights 
under the contract.  Id.  But not all misbehavior breaches the implied duty of good 
faith and fair dealing.  Id. at 829.  Specifically, the implied duty of good faith and fair 
dealing cannot expand a party’s contractual duties beyond those that are expressly set 
forth in the contract, nor can it be used to create new duties inconsistent with the 
contract’s provisions.  Id. at 831; Century Expl. New Orleans, LLC v. United States, 
745 F.3d 1168, 1179 (Fed. Cir. 2014).  With respect to the duty of good faith and fair 
dealing, breach requires interference with performance or failure to cooperate that 
deprives the other party of the benefits for which the party bargained.  See Metcalf 
Constr. Co., Inc. v. United States, 742 F.3d 984, 991 (Fed. Cir. 2014) (“an act will not 
be found to violate the duty (which is implicit in the contract) if such a finding would 
be at odds with the terms of the original bargain, whether by altering the contract’s 
discernible allocation of risks and benefits or by conflicting with a contract 
provision.”) 
 
 Langdon has produced no evidence that the Navy acted wrongfully in its 
management of the contract.  Langdon’s argument on this point merely repeats its 
earlier arguments that the Navy should have agreed to a change order to accommodate 
the alleged OEM defects.  
 
Instead, we conclude that the Navy reasonably cooperated with Langdon.  
For example, when Mr. Swank requested that the Navy send drawings and additional 
information, the Navy promptly responded by sending the requested information the 
next day (finding 32).  The Navy also sent pictures of the bow thrusters in response to 
Mr. Swank’s request (finding 34).  
 
 In our view, the Navy exhibited remarkable forbearance, offering multiple 
extensions of the contract deadline, including agreeing to an extension when Langdon 
made the request only five days before the original deadline (findings 30, 31).  Indeed, 
the Navy did not issue its show cause order until more than two years past the original 
delivery date; again, showing considerable forbearance (finding 38). 
 
C.  Whether the Termination Decision Was Arbitrary, Capricious, or an 
Abuse of Discretion 
 
 Langdon contends that the CO’s decision to terminate the contract for cause 
was not reasonable.  Langdon contends that the bow thrusters had OEM manufacturing 
defects that prevented Langdon from finishing the repairs (app. br. at 3).  According to 

22 
Langdon, the only way it could have finished the repairs would have been to violate 
the contract documents and specifications, which the contract prohibited it from doing 
(id.).  Langdon asked the Navy for a modification to resolve the issue, but the CO 
refused, putting Langdon into “a catch 22 position” (id.).   
 
Regarding the revised schedule set forth in Modification No. 002, Langdon 
contends that it refused to  sign the modification because it did not address the alleged 
OEM manufacturing defects (app. br. at 4). 
 
This is a re-iteration of Langdon’s earlier argument and does not persuade us 
that the CO acted unreasonably when he terminated the contract for cause.  Instead, the 
record demonstrates that the CO acted reasonably when confronted with Langdon’s 
failure to deliver any of the bow thrusters within the extended delivery schedule. 
 
The consequences of “violating the contract documents and specifications” by 
replacing or replacing alleged OEM manufacturing defects simply do not rise to the 
level of concern that Langdon alleges.  Langdon argues that extensive damage arising 
from pre-existing OEM manufacturing defects and non-compliant prior repairs 
prevented it from adhering to the SOW.  Taking its argument further, Langdon 
contends that performance in accordance with the SOW would subject the bow 
thrusters to operational failure and expose Langdon to civil and criminal liability 
(app. supp. R4, tab 39.001 at 5-10).  
 
As the Board previously held, Langdon’s speculative concerns about 
operational failure and civil and criminal liability are not relevant to whether the Navy 
acted reasonably in terminating the contract for cause.  Langdon Eng’g & Mgt., 21-1 
BCA ¶ 37,810 at 183,621-22.  Moreover, Langdon has failed to convince us that the 
bow thrusters contained significant manufacturing defects or evidence of previous 
repairs that were materially inconsistent with OEM drawings.  While it is entirely 
possible that previous repairs resulted in fiberglass thicknesses for certain components 
that differed from the OEM specs, there is no evidence that the previous repairs were 
defective.  Indeed, the owner of Fat Boy Fiberglass and Welding, Victor Garza, 
testified that sometimes his repairs would involve cutting or grinding out damaged 
portions of the interior baffles and replacing them by filling the gaps with epoxy and 
layering fiberglass over them.  According to him, this would make the joint stronger 
than the original.  (Finding 20) 
 
Finally, Langdon’s consistent failure to meet the delivery deadlines, even when 
given significant leeway, coupled with its failure to provide assurances that it would 
complete performance upon receipt of a show cause order, supports the reasonableness 
of the CO’s decision to terminate the contract.  For example, On June 30, 2015, 
Langdon stated that it would pick up the bow thrusters between July 25 and August 25 
and that it would take between 90 to 120 days to complete the work under the Contract 

23 
(finding 33).  However, Langdon did not pick up the bow thruster nozzles by either 
date and did not provide an explanation for its delay (finding 34).  Langdon finally 
picked up the bow thrusters on October 9, 2017 (id.). 
 
On August 10, 2017, in light of Langdon’s failure to meet the initial delivery 
deadline, the CO unilaterally revised the delivery dates until October 2017 for the first 
two thrusters, January 2018 for four thrusters, and March 2018 for the remaining two 
thrusters (finding 35).  Langdon did not deliver two bow thruster nozzles by 
October 20, 2017 in accordance with the modified delivery schedule (finding 37).   
 
We conclude that the CO’s new delivery schedule was reasonable.  In setting a 
new delivery date, the government must either agree with appellant as to a new 
delivery schedule or give appellant notice of a new delivery schedule which would be 
reasonable under the circumstances.  Thunderstruck Signs, ASBCA No. 61027, 17-1 
BCA ¶ 36,835 at 179,505-06) (citing Oklahoma Aerotronics, Inc., ASBCA No. 25605 
et al., 87-2 BCA ¶ 19,917 at 100,775).  In particular, when the government acts 
unilaterally to notify a contractor of a new delivery schedule, that schedule must be 
reasonable “from the standpoint of the performance capabilities of the contractor at the 
time the notice is given.”  Int’l Tel. & Tel. Corp., ITT Defense Communications 
Division v. United States, 509 F .2d 541, 548 (1975).  Here, the new schedule was 
consistent with Langdon’s original delivery schedule, which contemplated completing 
all eight bow thrusters within a six-month period (finding 10).  By spacing the 
deliveries out roughly every three months, with the final thrusters due within five 
months, the new schedule was reasonable and consistent with the original schedule.  
Moreover, the new schedule was more relaxed than the 90-120-day schedule that 
Langdon represented it could meet (finding 33).  We conclude that the Navy’s 
unilateral delivery schedule was reasonable and within Langdon’s performance 
capabilities at the time.  See McDonnell Douglas Corp. v. United States, 323 F.3d 
1006, 1019 (Fed. Cir. 2003) (holding that reasonableness of unilateral schedule is 
based upon what the government “knew or should have known” at the time).   
 
Langdon failed to meet the new schedule (finding 37).  On December 11, 2017, 
the CO issued a show cause notice to Langdon.  The notice provided Langdon 10 days 
from receipt of the letter to explain its non-performance or be subject to a termination 
for cause (finding 38).  Langdon’s responses to the show cause order served up a 
variety of excuses without providing a reasonable explanation for why it could not 
meet the new delivery schedule.  Langdon’s principal excuse was that it discovered 
hidden defects and alleged original manufacturing deficiencies during the rebuilding 
process (finding 39).  As we previously have held, Langdon has not satisfactorily 
demonstrated that the bow thrusters contained original manufacturing defects that 
prevented Langdon from completing the refurbishment consistent with the statement 
of work.  In further response to the show cause notice, Langdon asserted that it 
discovered new defects that would require it to perform a “detailed 

24 
destructive/disassembly failure analysis” of the eight bow thruster nozzles to 
determine all historical failures of the bow thruster nozzles (finding 39).  As we 
previously found, Langdon provided no evidence that the alleged defects prevented it 
from making the repairs.  Moreover, the testimony of another experienced contractor 
established that it was able to refurbish bow thrusters in a similar condition, 
demonstrating that Langdon should have been able to accomplish the refurbishment 
(finding 20). 
 
Tellingly, none of Langdon’s responses to the show cause notice indicated 
whether Langdon would complete performance or provide a delivery date for the eight 
bow thruster nozzles (finding 40).  Ultimately, Langdon did not deliver refurbished 
bow thruster nozzles to the Navy by the March 15, 2018 deadline (finding 41).  For 
these reasons, the Navy’s decision to terminate was reasonable. 
 
II. Langdon Has Failed to Establish Entitlement to any Costs 
 
We have found that Langdon is not entitled to recover for its claims of breach 
of contract and, therefore, cannot receive monetary compensation for breach of 
contract.  In addition, we have found that the Navy’s decision to terminate the contract 
for cause was reasonable and that Langdon has not demonstrated that its failure to 
complete the work was excusable.   
 
Pursuant to FAR 52.212-4(m), “[i]n the event of termination for cause, the 
Government shall not be liable to the Contractor for any amount for supplies or 
services not accepted, and the Contractor shall be liable to the Government for any and 
all rights and remedies provided by law.”  Accordingly, because Langdon was in 
default and because it never delivered any refurbished bow thrusters, the Navy is not 
liable for Langdon’s costs. 
 
 In addition, Langdon is not entitled to recover its increased costs for what it 
alleges are “out-of-scope” repairs.  Pursuant to FAR 16.202-1, a firm-fixed-price 
contract is not subject to any adjustment on the basis of the contractor’s cost 
experience in performing the contract.  FAR 16.202-1.  As a factual matter, the record 
demonstrates that the CO did not authorize any changes to the scope of work of the 
contract (finding 36).  The CO is the only official with actual authority to enter into 
and modify contracts.  Sauer, Inc., ASBCA No. 61847, 21-1 BCA ¶ 37,939 (“When a 
contract expressly provides that only the CO has the authority to change a contract (or 
task order), other government employees do not possess actual express or implied 
authority to change the contract (or task order).”).  Consequently, Langdon cannot 
recover its alleged out of scope costs, because the CO did not authorize it to incur 
those costs. 
 

25 
 Finally, we hold that Langdon is not entitled to recover its litigation expenses or 
the expenses related to the defense of these appeals.  FAR 31.205-47(f)(1) provides 
that costs are unallowable if they are incurred in “defense against Federal Government 
claims or appeals or the prosecution of claims or appeals against the Federal 
Government.”  Because these appeals involve claims against the government, 
professional and consulting fees are not recoverable.  See Creative Times Dayschool, 
Inc., ASBCA Nos. 59507, 59779, 16-1 BCA ¶ 36,535 at 177,983-84 (holding that 
appellant may not recover legal and consulting fees incurred in the preparation of a 
claim against the government). 
 
CONCLUSION  
 
 For the foregoing reasons, we deny the appeals. 
 
 Dated:  June 3, 2025 
 
 
 
 
 
 
 
 
 
 
 
KENNETH D. WOODROW 
Administrative Judge 
Armed Services Board 
of Contract Appeals 
I concur 
 
 
 
OWEN C. WILSON 
Administrative Judge 
Acting Chairman 
Armed Services Board 
of Contract Appeals 
 I concur 
 
 
 
 MICHAEL N. O’CONNELL 
Administrative Judge 
Vice Chairman 
Armed Services Board 
of Contract Appeals 
 

 
26 
 
 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. 61959, Appeal of Langdon 
Engineering  & Mgt, rendered in conformance with the Board’s Charter. 
 
 Dated:  June 3, 2025 
 
 
 
 
 
 
 
 
 
PAULLA K. GATES-LEWIS 
Recorder, Armed Services 
Board of Contract Appeals