DENIED:  January 26, 2022
CBCA 6644
IEYADA M. AHRIR,
Appellant,
v.
DEPARTMENT OF STATE,
Respondent.
Simon Croft Sigler of MDK Business Law, Ottowa, ON, counsel for Appellant.
Kevin M. Gleeson and Erin M. Kriynovich, Office of the Legal Adviser, Buildings
and Acquisitions, Department of State, Arlington, VA, counsel for Respondent.
Before Board Judges GOODMAN, DRUMMOND, and SHERIDAN.
DRUMMOND, Board Judge.
This case, between Ieyada M. Ahrir (appellant/landlord) and the Department of State
(respondent/tenant), concerns appellant’s claim for damage to leased property.  The parties
submitted this appeal on the written record pursuant to Board Rule 19 (48 CFR 6101.19
(2020)).
Background
In 2009, respondent and Bashir Bashir Ahrir entered into a lease for property to be
used by respondent’s diplomatic mission in Tripoli, Libya.  The lease term was a fixed nine
years, ending on August 31, 2018.  With an effective date of April 25, 2012, a lease


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amendment formally recognized Ieyada M. Ahrir as the contractor/lessor, following the death
of her husband.
Article eight of the lease, titled “Tenant Rights and Responsibilities,” states in part: 
A. . . . The Tenant, if required by the Landlord, shall restore the
premises to the same condition as that existing at the time of entering
upon the same under this Lease, except for reasonable and ordinary
wear and tear, damage by elements, or by circumstances over which the
Tenant has no control. . . .
B.  The Tenant shall, unless specified to the contrary, maintain the said
premises in good repair and tenantable condition . . . during the
continuance of this lease, except for reasonable and ordinary wear and
tear, damage by the elements, or other circumstances not under the
Tenant’s control.
Article eleven, titled “Insurance,” states, in part:
A.  The Landlord shall bear responsibility for all risks of loss of or
damage to the Premises, for the entire term of this Lease, arising from
any causes whatsoever, other than Tenant fault, including but not
limited to fire; lightning; storm; tempest; explosion; riot; civil
commotion; malicious or criminal acts of destruction . . . . 
B.  The Landlord shall adequately insure the property against fire and
all other risks enumerated above and normally insured under standard
coverage . . . .
Article fourteen of the lease, “Termination,” states, in part, “The tenant may, for its
convenience, terminate this Lease in whole or in part at any time, if it determines that such
termination is in the best interests of the Tenant . . . .”
The lease included no language requiring respondent to occupy the property
continuously nor did it require respondent to notify appellant if it was not occupying the
property.
In July 2014, due to escalating civil unrest, respondent ceased all operations and
evacuated all personnel, including security personnel, from the property in Tripoli.  It is
undisputed that respondent’s withdrawal from Libya was a highly publicized event. 
Following the evacuation in July 2014, global news outlets reported that U.S. diplomatic sites

CBCA 6644 3
in Tripoli were overtaken and looted by militia groups in what was referred to as the Libyan
Civil War.  It is also undisputed that, although respondent did not directly provide notice of
its withdrawal to appellant either before or after evacuating the property, it continued to pay
rent after it left, and appellant has been paid all rent owed under the lease. 
Respondent did not return to the property, and in June 2018, the parties executed a
Termination and Acquittance agreement (termination agreement), which expressly states that
“the Lease . . . is considered cancelled and terminated effective 31st August, 2018, and the
Landlord hereby acknowledges that the Premises (and furnishings) were returned by the
Tenant to the Landlord on 12 June 2018, in a condition acceptable to the Landlord, free of
any and all claims against [respondent].”  Neither party inspected the property before
executing the termination agreement.
Subsequently, on May 8, 2019, appellant submitted a certified claim to the contracting
officer (CO) alleging that appellant discovered, after the termination of the lease, that the
property had fallen into a state of disrepair, which appellant attributed to respondent. 
Appellant claimed $1,150,000 for damage to the property and its contents.  Appellant
provided photographic and video evidence of the alleged damage. 
It is undisputed that damage to the property and its contents occurred after the
Government vacated the premises and was caused by those engaged in civil unrest and
rioting in Libya.  There is no evidence that any damage occurred during the pre-war
occupancy.
The CO denied the claim by decision dated August 15, 2019.  Appellant timely
appealed to the Civilian Board of Contract Appeals on October 28, 2019.  After filing the
appeal, appellant decreased the amount of her claim to $999,500.
On appeal, appellant argues that respondent breached the lease agreement as well as
the implied duty of good faith and fair dealing.  Appellant asserts that respondent failed to
notify her that it was vacating the property, failed to notify her of the property’s condition
prior to sending her the termination agreement, and failed to mitigate the damage.
Discussion 
Standard of Review
We review this appeal de novo.  Vet4U, LLC v. Department of Veterans Affairs,
CBCA 5387, 19-1 BCA ¶ 37,336.  No presumption of correctness or deference is given to
the CO’s final decision.  Id.  Appellant must prove entitlement by a preponderance of the
evidence and must prove damages “with sufficient certainty so that the determination of the

CBCA 6644 4
amount of damages will be more than mere speculation.”  Id. (citing Douglas P. Fleming,
LLC v. Department of Veterans Affairs, CBCA 3655, et al., 16-1 BCA ¶ 36,509). 
Lease Interpretation 
The parties do not dispute that they agreed to the terms of the lease.  The dispute
before us involves a question of contract interpretation.  “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
BCA ¶ 35,396 (citing Alvin, Ltd. v. United States Postal Service, 816 F.2d 1562, 1565 (Fed.
Cir. 1987)).  To resolve this issue of interpretation, we look first to the plain language of the
contract.  LAI Services, Inc. v. Gates, 573 F.3d 1306, 1314 (Fed. Cir. 2009) (citing M.A.
Mortenson Co. v. Brownlee, 363 F.3d 1203, 1206 (Fed. Cir. 2004)).  Contracts are read in
accordance with their 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.”  HPI/GSA-4C,
L.P. v. General Services Administration, CBCA 6093, 20-1 BCA ¶ 37,567 (citing Portillo
v. General Services Administration, CBCA 2516, 12-1 BCA ¶ 34,925).
We need not go beyond the four corners of the agreement to decide this dispute. 
While article eight of the lease requires the tenant to restore the premises to the same
condition that existed at the time of entering them, the provision clearly excepts damage
caused by circumstances over which the tenant has no control.  And while article eight also
requires the tenant to maintain the premises in good repair and tenantable condition, it clearly
excepts damage caused by circumstances not under the tenant’s control.  The damage to the
landlord’s property and furniture was caused by the destruction associated with the Libyan
Civil War.  Since respondent had no control over the war, it is not responsible for the damage
caused.
Further, article eleven of the lease specifies that the landlord is responsible “for all
risks of loss of or damage to the Premises, for the entire term of this Lease, arising from any
causes whatsoever, other than Tenant fault.”  (Emphasis added.)  While the provision does
not provide an exhaustive list of potential causes of damage for which respondent would be
exempt, it includes “riot,” “civil commotion,” and “malicious or criminal acts of
destruction.”  The Libyan Civil War would fit squarely within that list.  Since the damage to
the landlord’s property was not caused by tenant fault, article eleven explicitly assigns
responsibility for it to the landlord.  In addition, article eleven requires that the landlord
adequately insure the property against the enumerated risks.  The landlord alleges the
insurance required by the lease does not exist in Libya.  The landlord’s argument is not
persuasive.  The landlord’s failure to obtain insurance, regardless of whether it was available
in Libya, does not make respondent liable for the damage.

CBCA 6644 5
Here, the plain meaning of the lease supports respondent’s argument that the lease
terms allocated the risk of the damage and loss that occurred to the landlord.  We find
appellant’s interpretation contrary to the plain and unambiguous terms of the lease.  The
landlord alleges that respondent caused—or at least exacerbated—the damage.  Again, the
lease explicitly allocated the risk of damage caused by civil unrest to the landlord.  The
landlord also argues that had respondent notified her of the damage sooner, she could have
mitigated it.  While the lease required the tenant to provide the landlord notice prior to
terminating the lease—which respondent did—the lease did not require the tenant to provide
similar notice prior to vacating the property.
Good Faith and Fair Dealing 
Appellant alleges that respondent violated the duty of good faith and fair dealing by
failing to notify appellant of the condition of the property.  “The [duty] of good faith and fair
dealing . . . include[s] the duty not to interfere with the other party’s performance and not to
act so as to destroy the reasonable expectations of the other party regarding the fruits of the
contract.”  Metcalf Construction Co. v. United States, 742 F.3d 984, 991 (Fed. Cir. 2014)
(quoting Centex Corp. v. United States, 395 F.3d 1283, 1304 (Fed. Cir. 2005)) .  The duty
is implied in every contract.  Future Forest, LLC v. Secretary of Agriculture, 849 F. App’x
922, 926 (Fed. Cir. 2021).  The implied duty of good faith and fair dealing is limited by the
contract; it “cannot expand a party’s contractual duties beyond those that are expressly set
forth in the contract, nor can it . . . create new duties inconsistent with the contract’s
provisions.”  Id. (citing Precision Pine & Timber, Inc. v. United States, 596 F.3d 817, 831
(Fed. Cir. 2010); see Century Exploration New Orleans, LLC v. United States, 745 F.3d
1168, 1179 (Fed. Cir. 2014).  A party “will not be found to violate the duty ‘if such a finding
would . . . alter[] the contract’s discernable allocation of risks and benefits or . . . conflict[]
with a contract provision.’”  Future Forest, 849 F. App’x at 926 (quoting Metcalf, 742 F.3d
at 991). 
Regardless of whether respondent was aware of property damage prior to the
termination of the lease, the contract does not require respondent to notify the landlord upon
discovery of any damage.  To hold that respondent violated the implied duty of good faith
and fair dealing by failing to notify appellant of the property damage would be to expand its
contractual duties beyond those expressly set forth in the contract.  Further, the contract
allocates the responsibility for damage arising from causes other than tenant fault to the
landlord.  To hold that respondent violated the duty by failing to notify appellant of the
property damage would alter the contract’s allocation of risk by transferring the
responsibility for such damage from the landlord to the tenant based on the tenant’s failure
to do something it was not contractually obligated to do.  Respondent did not violate the
implied duty of good faith and fair dealing. 

CBCA 6644 6
Release Interpretation 
Even if the terms of the lease agreement did not clearly allocate the risk of damage
not caused by the tenant to the landlord, the landlord would still be without remedy since she
signed a release.  Releases are contractual in nature and are interpreted in the same way as
any other contract.  Team Hall Venture, LLC v. Army & Air Force Exchange Service, 797
F. App’x 539, 540 (Fed. Cir. 2020).  “In order to find a release, clear, manifest intent to
waive future claims is required.”  Au’ Authum Ki, Inc. v. Department of Energy, 14-1 BCA
¶ 35,727 (citing Washington Development Group–JWB, LLC v. General Services
Administration, GSBCA 15137, et al., 03-2 BCA ¶ 32,319).  An otherwise effective release
will only be vitiated in “special and limited circumstances,” including “economic duress,
fraud, or mutual mistake.”  IMS Engineers–Architects, P.C. v. United States, 92 Fed. Cl. 52,
64 (2010), aff’d, 418 F. App’x 920 (Fed. Cir. 2011); see Mingus Constructors, Inc. v. United
States, 812 F.2d 1387, 1395 (Fed. Cir. 1987) (citing J.G. Watts Construction Co. v. United
States, 161 Ct. Cl. 801, 806–07 (1963)). 
The release unambiguously states that the premises were returned “free of any and all
claims against the United States Government or any agency, agent, or employee thereof.” 
By signing the termination agreement, the landlord agreed to release any potential claims it
may have had against respondent related to the lease. 
The landlord has alleged that the signed release is invalid because respondent obtained
it through duress.  There is no allegation, however, that rent was withheld until the release
was signed.  To show economic duress, appellant must prove that “(1) it involuntarily
accepted [the other party’s] terms, (2) circumstances permitted no other alternative, and
(3) such circumstances were the result [of the other party’s] coercive acts.”  IMS Engineers,
92 Fed. Cl. at 66 (citing Rumsfeld v. Freedom NY, Inc., 329 F.3d 1320, 1329 (Fed. Cir.
2003)).  To demonstrate coercion, appellant must show that the Government’s act was
wrongful because it was “(1) illegal, (2) a breach of an express provision of the contract
without a good-faith belief that the action was permissible under the contract, or (3) a breach
of the implied covenant of good faith and fair dealing.”  Id. (citing Rumsfeld, 329 F.3d at
1330). 
The landlord alleges that her acceptance of the release was involuntary because she
was deprived of any meaningful ability to review or negotiate the release.  The landlord
claims she decided to return the release immediately because an agent of respondent asked
her to return it “as soon as possible.”  But neither the terms of the release itself, nor the
government agent, required the landlord to sign and return the release the same day.  The
landlord could have waited to sign and return the release until she had taken the time to
review it and/or negotiate it.  The landlord’s choice instead to return the release immediately
does not make her acceptance involuntary. 

CBCA 6644 7
The landlord also alleges that the circumstances permitted no alternative because she
could not have inspected the property herself in the time frame between her receipt and her
return of the release.  Again, the landlord could have waited until she had taken the time to
have her own agent inspect the property.  The landlord has failed to demonstrate that the
circumstances permitted no alternative. 
The landlord further alleges that respondent’s failure to notify her about the property’s
condition was coercive.  However, for the reasons previously articulated, respondent was not
required to provide notice of damage to the property.  The landlord has failed to show that
respondent’s behavior was coercive.
The termination agreement contained unambiguous release language, and the landlord
has failed to prove that any of the special and limited circumstances for vitiating an otherwise
valid release apply.  The termination agreement therefore serves as a valid release of the
landlord’s claims against respondent in this dispute.
Decision
The appeal is DENIED.
  Jerome M. Drummond    
JEROME M. DRUMMOND
Board Judge
We concur:
    Allan H. Goodman             Patricia J. Sheridan     
ALLAN H. GOODMAN PATRICIA J. SHERIDAN
Board Judge Board Judge