GRANTED AS TO ENTITLEMENT:  March 31, 2020
CBCA 6093
HPI/GSA-4C, L.P.,
Appellant,
v.
GENERAL SERVICES ADMINISTRATION,
Respondent.
Maureen C. McDonald, Scott M. Heimberg, and Elise A. Farrell of Akin Gump
Strauss Hauer & Feld, LLP, Washington, DC, counsel for Appellant.
Alexander C. Vincent, Office of General Counsel, General Services Administration,
Washington, DC, counsel for Respondent.
Before Judges VERGILIO, KULLBERG and RUSSELL.
RUSSELL, Board Judge.
Appellant, HPI/GSA-4C, L.P. (HPI), appeals the contracting officer’s decision to deny
its claim for unpaid rent under a lease agreement between appellant and respondent, the
General Services Administration (GSA, Government, or agency).  HPI contends that GSA
did not provide proper notice to terminate the lease agreement and seeks rental payment of
$821,943.20 for the period of August 20, 2016 through March 6, 2017, and other costs.
The parties filed cross-motions for summary judgment.  Based upon the plain
language of the lease, we find that GSA failed to provide proper notice as required under the


CBCA 6093 2
termination provision of the lease and remained obligated to pay rent.  Therefore, we grant
HPI’s motion for summary judgment as to entitlement and deny GSA’s motion.
Background
On May 2, 2002, GSA awarded a lease (lease) to HPI’s predecessor in interest,
Aardex Properties IV, LLC (Aardex), for a property at 1950 G Street, Fresno, California (the
property).  On May 22, 2003, those parties entered into supplemental lease agreement (SLA)
number 5.  The SLA added two pertinent provisions.  The first provided that GSA would
“have” and “hold” the property through April 30, 2018, subject to termination rights of the
lease.  The second enacted the following termination provision:
4.  The Government may terminate this lease after April 30, 2013, in whole or
in part, at any time, by giving at least 180 days notice in writing to the Lessor
and no rent[] shall accrue after the effective date of termination.  Said notice
shall be computed after the date of mailing.
HPI acquired the property from Aardex in 2006.
In October 2015, California filed a condemnation action in state court against GSA
and other parties with an interest in the property.  GSA and California entered into a
stipulation dated February 9, 2016, pursuant to GSA’s decision not to oppose California’s
use of the property.  HPI opposed the condemnation action separately and did not sign the
stipulation, but received a copy of it by mail.
GSA’s tenant agency, the Internal Revenue Service (IRS), vacated the property on
August 19, 2016.  GSA ceased making rental payments after that date.
Pursuant to a settlement agreement between California, HPI, and the owner of the land
on which the property sat, California took possession of the property on March 7, 2017.
On October 9, 2017, HPI submitted a certified claim to GSA’s contracting officer,
seeking rent of $821,943.20 for the period August 20, 2016, through March 6, 2017, and
other costs.  The contracting officer denied the claim.  HPI filed a notice of appeal with the
Civilian Board of Contract Appeals on April 6, 2018, and filed its complaint on May 7, 2018.

CBCA 6093 3
Discussion
A. Standard of Review
 Rule 56(a) of the Federal Rules of Civil Procedure mandates the entry of summary
judgment upon motion after there has been adequate time for discovery “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 of law.”  Fed. R. Civ. P. 56(a); see also P&C Placement Services, Inc. v. Social
Security Administration, CBCA 391, 07-1 BCA ¶ 33,492, at 166,010 (citing Celotex Corp.
v. Catrett, 477 U.S. 317, 322 (1986)).  Any doubt on whether summary judgment is
appropriate is to be resolved against the moving party.  Celotex Corp., 477 U.S. at 325.
“The fact that both parties have moved for summary judgment does not mean that the
[Board] must grant judgment as a matter of law for one side or the other. . . .”  Mingus
Constructors, Inc. v. United States, 812 F.2d 1387, 1391 (Fed. Cir. 1987).  Rather, “each
motion is evaluated on its own merits and reasonable inferences are resolved against the party
whose motion is being considered.”  Marriott International Resorts, L.P. v. United States,
586 F.3d 962, 968-69 (Fed. Cir. 2009); see also Turner Construction Co. v. Smithsonian
Institution, CBCA 2862, et al., 15-1 BCA ¶ 36,139, at 176,392.
B. Contract Interpretation
The issue presented involves the interpretation of the termination provision in the
SLA.  “Pure contract interpretation is a question of law that may be resolved on summary
[judgment].”  Portillo v. General Services Administration, CBCA 2516, 12-1 BCA ¶ 34,925,
at 171,737 (citing Electronic Data Systems, LLC v. General Services Administration, CBCA
1552, 10-1 BCA ¶ 34,316 (2009)).
“The primary objective of contract interpretation is to determine the intent of the
parties at the time an agreement is created.”  600 Second Street Holdings LLC v. Securities
& Exchange Commission, CBCA 3228, 13-1 BCA ¶ 35,396, at 173,666 (citing Alvin, Ltd.
v. United States Postal Service, 816 F.2d 1562, 1565 (Fed. Cir. 1987)).  Contract language
must be read in accordance with its express terms, C. Sanchez & Son, Inc. v. United States,
6 F.3d 1539, 1543 (Fed. Cir. 1993), and should be given the plain meaning that a reasonably
intelligent person, acquainted with the circumstances, would derive from that language. 
Portillo, 12-1 BCA at 171,737.
 
The parties do not dispute that they agreed to the terms of the SLA, nor that the SLA
requires “at least 180 days notice in writing to the Lessor” to terminate the lease.  GSA
argues that a stipulation between itself and California, which HPI did not sign, filed in a

CBCA 6093 4
California state court case in February 2016, constituted written notice of termination under
the provisions of the lease because it was mailed to HPI and, thus, HPI “should have been
aware . . . given the context of the Eminent Domain Action” that “the Stipulation expressed
GSA’s intent to terminate the Lease.”  The stipulation does not list HPI as a party to the
stipulation, nor does it discuss termination of the lease.
The terms used in the SLA provision track with commonly used GSA lease language. 
E.g., Prete v. General Services Administration, GSBCA 15724, et al., 03-1 BCA ¶ 32,163
(“The Government may terminate this lease at any time after eight months with 60 days’
notice in writing to the lessor and no rental shall accrue after the effective date of
termination.  Said notice shall be computed commencing with the day after the date of
mailing”).  This Board’s predecessor held that “the specific words of the termination
provision ‘are clear, unremarkable, everyday, short, common English words, none of which
are individually or collectively susceptible to other than their everyday meaning.’”  Id. (citing
Gustafson Partnership, GSBCA 6701-COM, 84-1 BCA ¶ 17,086, at 85,065).  GSA’s Lease
Management Guide instructs GSA employees to “[s]end a termination letter to the lessor in
accordance with lease terms.”
Here, the plain meaning of “written notice to terminate” does not include a court
stipulation which makes no mention of “termination” of any lease and is absent of any
indication that GSA’s intent to terminate is being conveyed to and served on the lessor
consistent with lease terms.  We find GSA’s interpretation unduly strained and contrary to
the plain and unambiguous terms of the lease, even drawing justifiable inferences in favor
of the agency.  See Celotex Corp.
Further, GSA’s assertions that a July 28, 2014, email; April 2, 2015, email and letter;
April 6, 2015, email and phone call; and July 19, 2016, email constitute notice to terminate
also fail to persuade.  None of these indicate that the lease will be terminated on a given date.
Finally, we are unpersuaded by GSA’s argument that vacating the property served as
notice to terminate.  The lease requires more than vacating space and relinquishing keys.  See
MLJ Brookside, LLC, v. General Services Administration, CBCA 301, 15-1 BCA ¶ 35,935
(holding that vacating property and returning keys did not constitute notice to terminate when
the lease required “written notice sent by certified or registered mail”).
In summary, because GSA never terminated the lease, and therefore remained
obligated to pay rent under the lease until March 6, 2017, the date before California took over
the property, we grant HPI’s motion for summary judgment.

CBCA 6093 5
C. GSA’s Obligation to Pay Rent
GSA contends further that it has no duty to pay rent to HPI because HPI was
compensated for its interests in the property when it sold its interest to California on March 7,
2017.  While the sale of the property to California relinquished HPI’s rights as a property
owner as of the effective date of the sale, there is no language in the settlement agreement
that indicates HPI forfeited any interest it had in the Government’s unpaid rent accrued prior
to the date of sale.  Notably, GSA was not even a party to the settlement agreement.   We
give contract language “the plain meaning that would be derived by a reasonably intelligent
person acquainted with the contemporaneous circumstances.”  Portillo, 12-1 BCA at
171,737.  The plain meaning of “claims . . . arising out of the condemnation of [the
property]” does not encompass past rent that may be due to HPI from GSA, even with all
inferences construed in favor of the Government.
Decision
HPI’s motion for summary judgment is GRANTED AS TO ENTITLEMENT.1 
GSA’s motion for summary judgment is denied.
 
Beverly M. Russell                  
BEVERLY M. RUSSELL
Board Judge
We concur:
Joseph A. Vergilio                  H. Chuck Kullberg             
JOSEPH A. VERGILIO H. CHUCK KULLBERG
Board Judge Board Judge
1 HPI seeks damages for  rental amounts adjusted by the Consumer Price Index,
and reimbursement for real estate taxes on the property paid for by HPI.  Additionally, HPI
is seeking interest under the Prompt Payment Act, 31 U.S.C. §§ 3901-3907, and the Contract
Disputes Act, 41 U.S.C. § 7109. The specific damages due will be ascertained in further
proceedings.