VLOX, LLC
Docket: ASBCA 59305, ASBCA 59306, ASBCA 59307
Decision date: 2015-07-23

ARMED SERVICES BOARD OF CONTRACT APPEALS 
Appeals of -- ) 
) 
VLOX, LLC ) 
) 
) 
Under Contract No. W91B4N-09-D-5005 ) 
APPEARANCES FOR THE APPELLANT: 
APPEARANCES FOR THE GOVERNMENT: 
ASBCA Nos. 59305, 59306, 59307 
59308,59309,59310 
Joseph A. Artabane, Esq. 
Artabane & Belden, 
P.C. 
Washington, DC 
Frank Smith, Esq. 
FMS Lawyer PL 
Cooper City, FL 
Billy B. Ruhling, II, Esq. 
DiMuroGinsberg, P.C. 
Alexandria, VA 
Raymond M. Saunders, Esq. 
Army Chief Trial Attorney 
Frank A. March, Esq. 
Trial Attorney 
OPINION BY ADMNISTRATIVE JUDGE MCILMAIL ON TIIE PARTIES' 
CROSS-MOTIONS FOR PARTIAL SUMMARY JUDGMENT 
INTRODUCTION 
The parties request that the Board interpret trucking contract clauses addressing 
when the contractor becomes entitled to "demurrage" payments. We have jurisdiction 
pursuant to the Contract Disputes Act, 41 U.S. C. § § 7101-7109. We agree with 
appellant's interpretation. 
STATEMENT OF FACT FOR PURPOSES OF THE MOTIONS 
The following facts are undisputed: 
1. On 15 March 2009, the Department of the Army's Bagram Regional 
Contracting Center (the government) and appellant, now known as VLOX, Inc. 

(VLOX) 1 entered into Contract No. W91B4N-09-D-5005, an indefinite delivery, 
indefinite quantity contract, for trucking services throughout Afghanistan (app. mot. at 
1, , 1; gov't cross-mot. at 1, ,, 1-2). 
2. The contract provides, at the following sections: 
1.3 Compliance .... The Contractor may encounter delays 
of up to three days at the origin or destination entry control 
points (ECPs). 
4.14 ECP Laytime is the time period that Contractors 
experience with trucking assets at the loading point ECP 
waiting for the [United States Government (USG)] to load, 
and at the unloading point ECP waiting for the USG to 
unload.... The USG has determined that reasonable ECP 
laytime, 
for both loading and unloading, to be three 
(3) days. 
4.15 ECP Demurrage. After three days ofECP laytime, 
contractors are entitled to receive payment of a daily 
demurrage rate as established in Appendix A-Price 
Schedule of the Contract. The determination of 
demurrage, and payment thereof, is at the discretion of the 
USG. ECP demurrage shall not be paid until after three 
(3) days ECP Laytime which may be tolled at either the 
origination point and/or the point of delivery. 
(App. mot. at 2-3, ,, 7-8; gov't cross-mot. at 2-3,, 5) 
3. On 12 May 2014, VLOX filed these appeals. 
4. On 3 September 2014, the Board ruled that the six requests for demurrage 
payment that VLOX presented to the contracting officer pursuant to the contract 
(claims upon which, ultimately, the contracting officer did not issue final decisions) 
were proper "claims." VLOX, Inc., ASBCA No. 59305 et al., 14-1BCA,35,740 
at 174,922. 
1 At the time of contract, VLOX was operating under the name "NLC Construction, 
LLC" (app. mot. at 1,, l; gov't cross-mot. at 1,, 1). 
2 

DECISION 
Summary judgment shall be granted if the movant shows that there is no 
genuine dispute as to any material fact and the movant is entitled to judgment as a 
matter oflaw. Delfasco LLC, ASBCA No. 59153, 15-1BCA~35,853. The parties 
dispute when the contract provides for demurrage payments. The government 
contends that the contract provides for demurrage payments beginning on the fourth 
day of laytime at the loading point, and beginning on the fourth day of laytime at the 
unloading point, but not before. That is, the government disagrees with VLOX that 
upon the fourth day of laytime (counting loading point laytime and unloading point 
laytime in the aggregate) the contract provides for demurrage payments if fewer than 
three days of laytime have elapsed at either point. In other words, the government 
disagrees with VLOX that, for example, ifthe contractor experience only two days of 
laytime at the loading point, and only two days of laytime at the unloading point, the 
contractor is entitled to a demurrage payment. Rather, the government contends that 
"demurrage should be totaled 
separately at each location, origin[] and destination" 
(that is, at loading and unloading), and that only ifthe contractor experiences more 
than three days of demurrage at the loading point, or more than three days of 
demurrage at the unloading point, would the contractor be entitled to any payment for 
demurrage. 
We agree with VLOX's interpretation. Contract interpretation begins with the 
language of the written agreement. Coast Federal Bank, FSB v. United States, 
323 F.3d 1035, 1038 (Fed. Cir. 2003). The parties agree that the contract language is 
unambiguous; where the provisions of the agreement are unambiguous, they must be 
given their plain and ordinary language, and we may not resort to extrinsic evidence to 
interpret them. Id. The contract (a) provides that "[l]aytime is the time period that 
Contractors experience with trucking assets at the loading point ECP waiting for the 
USG to load, and at the unloading point ECP waiting for the USG to unload"; 
(b) defines "reasonable ECP laytime, for both loading and unloading, to be three (3) 
days"; and (c) provides that "[a]fter three days ofECP laytime, contractors are entitled 
to receive payment of a daily demurrage rate." That language is plain and 
unambiguous; it means that if a contractor's truck waits more than three days to be 
loaded and unloaded, the contractor is owed a demurrage payment for any additional 
days, regardless of whether those first three days were spent waiting for loading, 
waiting for unloading, or a combination of the two. After all, if a person offers to pay 
three dollars for an apple and an orange he is not commonly understood to be offering 
to pay six dollars for the two pieces of fruit. Indeed, the plain and ordinary meaning of 
the term "both" is "[t]he one and the other; the two without the exception of either." 
BLACK'S LAW DICTIONARY 128 (abr. 6th ed. 1991). 
Our interpretation is consistent with section 1.3 of the contract. That section's 
statement that "[t]he Contractor may encounter delays of up to three days at the origin 
3 

or destination entry control points (ECPs)" indicates that the contractor should expect 
that a 
truck's trip will be delayed by the loading and unloading process by at least 
three days, not that the contractor should expect six days of such delay, three at each of 
the origin and destination entry points. Nor do we find that the contract language that 
laytime 
"may be tolled at either the origination point and/or the point of delivery" 
means that a contractor is not entitled to a demurrage payment until after having 
waited more than three days for loading or more than three days for unloading; the 
same section in which that "tolling" language appears states, unequivocally and 
without any such qualification, that "[a]fter three days ofECP laytime, contractors are 
entitled to receive payment of a daily demurrage rate." The government's 
interpretation impermissibly rewrites that language to read 
"[a]fter three days of ECP 
laytime at the loading point, or after three days of ECP laytime at the unloading point, 
contractors are entitled to receive payment of a daily demurrage rate." 
CONCLUSION 
For the reasons stated, we conclude that there are no material facts in dispute 
and appellant is entitled to partial judgment as a matter oflaw. VLOX's motion for 
partial summary judgment is granted, and the government's motion for partial 
summary judgment is denied. 
Dated: 23 July 2015 
I concur 
g::jf~/#•• 
MARK N. STEMPLE 
Administrative Judge 
Acting Chairman 
Armed Services Board 
of Contract Appeals 
4 
Administrati e Judge 
Armed Services Board 
of Contract Appeals 
I concur 
RICHARD SHACKLEFORD 
Administrative Judge 
Vice Chairman 
Armed Services Board 
of Contract Appeals 

I certify that the foregoing is a true copy of the Opinion and Decision of the 
Armed Services Board of Contract Appeals in ASBCA Nos. 59305, 59306, 59307, 
59308, 59309 and 59310, 
Appeals ofVLOX, LLC, rendered in conformance with the 
Board's Charter. 
Dated: 
5 
JEFFREY D. GARDIN 
Recorder, Armed Services 
Board of Contract Appeals