DENIED: January 18, 2007 
CBCA 464 
BUSINESS MANAGEMENT RESEARCH ASSOCIATES, INC., 
Appellant, 
v. 
GENERAL SERVICES ADMINISTRATION, 
Respondent. 
John C. Lynch, President of Business Management Research Associates, Inc., 
Fairfax, VA, appearing for Appellant. 
Michael D. Tully, Office of Regional Counsel, General Services Administration, 
Atlanta, GA, counsel for Respondent. 
Before the Full Board. 
PER CURIAM. 
The Civilian Board of Contract Appeals was established on January 6, 2007, pursuant 
to section 847 of the  National Defense Authorization Act for Fiscal Year 2006, Pub. L. No. 
109-163, 119 Stat. 3391.  The Board hears and decides contract disputes involving executive 
agencies other than the Department of Defense, the Department of the Army, the Department 
of the Navy, the Department of the Air F orce, the National Aeronautics and Space 
Administration, the United States Postal Service , the Postal Rate Commission, and the 
Tennessee Valley Authority. 

 
      
 
 
2 CBCA 464 
The Board has jurisdiction over matters which  were previously heard and decided  by 
the boards of contra ct appeals  of the Departments of Agriculture, Energy, Housing and Urban 
Development,  Interior, Labor, Transpor tation, and Veterans Affairs, and the Genera l Services 
Administration.   The full board considers the case now before it, the first Contract Disputes 
Act appeal we decide, for the purpose of determining what case law,  if any,  may 
appropriately  serve as established  prec edent.  As with our predecessor boards of contract 
appeals,  the holdings of the Court of Appeals for the Federal Circuit are binding on us, of 
course.  In addition, we hold that the holdings of our  predecessor boards shall be binding as 
precedent in this Board. 
In this case, appellant challenges the agency ’s decision to terminate for cause 
appellant’s performance of part of a contract.  The parties agreed to submit the appeal for 
a decision based upon the written record.  Because the evidence establishe s the agency’s 
decision was justified, we deny the appeal.  
Findings of Fact 
On November 29, 2005, the General Services Administration (GSA) issued a 
solicitation with the stated purpose of awarding delivery orders under a Federal Supply 
Schedule commercial item contract (the contract) to provide t raining services.  The 
solicitation contained an attachment which listed the training courses and divided them into 
several lots.  For each lot, the attachment showed the title of each course co ntained in the 
lot and the dates and locations for each course.  The solicitation said GSA expected to issue 
one deliv ery order for each lot of courses.  The solicitation explained that GSA would 
advertise the courses and manage the registration process.  Exhibits 2, 47, 100. 1 
On January 10, 2006, Business Management  R esearch Associates, Inc. (BMRA) 
submitted a proposal in response to the solicitation.  BMRA identified the project manager 
as its vice president, Mary Ackerman, who had “full authority to act for BMRA in executing 
contract commitments.”  BMRA said it had a faculty of forty instructors available to teach 
the courses.  Exhibits 7 at 4, 100. After this appeal was filed, BMRA’s president explained 
that BMRA’s standard practice is to engage instructors on a course-by-course basis as either 
independent contractors or part-time employees.  Exhibit 101.  
GSA evaluated BMRA’s proposal and on February 17, GSA asked BMRA to clarify 
a few items.  This same date, GSA provided BMRA with a revised solicitation attachment, 
which listed the dates and locations for each course.  The revised attachment showed t hat 
All exhibits are contained in the appeal file. 1 

 
3 CBCA 464 
courses in intermediate contract pricing would be taught in Chicago, Illinois, and in 
Washington, D.C., from June 19 through June 30, 2006. Exhibit 9. When BMRA provided 
the clarifications requested by GSA, it also provided revised pricing which included the 
intermediate contract pricing courses.  Exhibit 10.  
On March 7, GSA issued a delivery order to BMRA under the contra ct for sever al 
courses, including the intermediate contract pricing courses to be held in Chicago and 
Washington, D.C.  Exhibits 11, 100.  
On June 7, Ms. Ackerman told GSA that it had been a challenge to bring on b oard 
enough instructors to teach the intermediate contract pricing courses.  She said BMRA had 
exhausted potential sources for instructors, and had been unable to find anyone to teach the 
courses scheduled for Chicago and Washington, D.C. , partially due to vacations, illness, and 
overlapping courses.  BMRA suggested either rescheduling the two courses or consolidating 
them with other intermediate contract pricing courses.  Exhibits 2 6, 100.  On June 8, in 
response to a question from GSA, Ms. Ackerman said BMRA definitely could not confirm 
or secure an instructor for the two courses.  Exhibits 27, 100.  She reiterated this position on 
June 14. Exhibit 30. 
BMRA did not provide the two training courses scheduled for Chicago and 
Washington, D.C., in June.  Exhibit 100. The contract contained a clause (48 CFR 52.212-4 
(May 1999)) which allowed GSA to terminate all or part of the contract for cause if BMRA 
defaulted on its contractual obligations, fail ed to com ply with any contract terms and 
conditions, or failed to provide GSA, upon request, wi th adequate assurance of future 
performance.  The contract also provided that BMRA would not be in  default if its 
nonperformance was caused by an occurrence beyond its reasonable control and without its 
fault or negligenc e, such as  acts of God, the public enemy, or the Government, or fires, 
floods, epidemics, quarantines, strikes, unusually severe weather, or delays of comm on 
carriers. Exhibit 47.  
On July 10, the GSA cont racting officer issued a unilateral contract modification 
which terminated for cause BMRA’s performance of the two training courses which BMRA 
should have conducted in Chicago and Washington, D.C., in June.  Exhibits 40, 100.  
BMRA appealed the contracting officer’s decision to the Board on July 20.  Exhibits 
41, 42.  The basis for BMRA’s appeal was that GSA had not followed the proper procedure 
when it terminated BMRA’s performance of the two training courses.  Specifically, BMRA 
contended that GSA was required to send a cure not ice before terminating part of the 
contract for cause.  BMRA explained it had been unable to provide instructors for the two 
courses because many of its instructors had other commitments during June, and b ecause 

4 CBCA 464 
two of its instructors had fallen ill.  Despite its best efforts, BMRA says, it could not obtain 
the instructors it needed.  Exhibit 42.  On August 7, BMRA designated its July 20 app eal 
submission as its complaint.  Letter from John Lynch to the Board of Contract Appeals 
(Aug. 7, 2006). 
On August 2, BMRA wrote to GSA about the two courses which were supposed to 
have been conducted in June.  BMRA said it believed the termination of its performance for 
the two courses was “nugatory” and that it remained under contract to provide the courses 
at some future time.  Exhibits 45, 100. 
Discussion 
The question presented by this appeal is whether GSA properly terminated BMRA’s 
performance of part of the contract for cause.2  A termination for cause is the equivalent of 
a termination for default, so we apply the same legal standards to both types of cases.  Geo-
Marine, Inc. v. General Services Administration, GSBCA 16247, 05-2 BCA ¶ 33,048.  A 
termination for cause is a drastic sanction and should only be undertaken upon good grounds 
and solid evidence.  GSA bears the burden of proving by a preponderance of the evidence 
that the termination for cause was proper.  If GSA establishes a prima facie case that its 
termination was proper, th e burde n shifts to BMRA to rebut GSA’s case.  Integrated 
Systems Group, Inc v. Social Security Administration , GSBCA 1 4054-SSA , 98-2 BCA 
¶ 29,848. 
The contract permitted GSA to terminate all or part of the contract for cause if 
BMRA defaulted on its contractual obligations or if it failed t o comply with any contract 
terms and conditions, and GSA had a right to demand strict compliance with  the schedule 
established in the contract.  National Printing and Copying , VABCA 7211, 06-1 BCA 
¶ 33,183; Sierra Tahoe Manufacturing., Inc. v.  General Services Administration, GSBCA 
12679, 94-2 BCA ¶ 26,771.  The contract required BMRA to conduct two training courses, 
one in Chicago and one in Washington, D.C., from June 19 through 30, 2006.  BMRA failed 
to conduct the two courses.  This evidence establishes a prima facie case that GSA’s 
GSA asked the Board to strike paragraph 10 of Exhibit 101 to the extent it was 
meant to suppo rt a claim for money damages.  GSA correctly asserted that we lack 
jurisdiction to consider a monetary claim because BMRA has presented no such claim to the 
contracting officer.  41 U.S.C. § 607 (2000).  In its resp onse to GSA ’s motion, BMRA 
explained that it makes no claim for money damages and did not intend to use the paragraph 
in support of such a claim.  Because BMRA makes no monetary claim, there is no need to 
strike the paragraph.  
2 

 
  
    
  
5 CBCA 464 
termination action was justified, which means the burden shifts to BMRA to come forward 
with sufficient evidence to rebut GSA’s case.  
BMRA challenges the termination for cause because GSA did not pr ovide BMR A 
with a cure notice prior to terminating B MRA’s performance of the two training courses. 
The regulations governing commercial item con tracts require GSA to send a cure notice 
before terminating for any reason other than late delivery.  In the event of a late delivery, no 
cure notice is requ ired.  48 CFR 12.403(c) (2005).  BMRA did not timely deliver the 
training services it was contractually obligated to provide be tween June 19 and 30, 2006. 
According to the regulations governing the cont ract between the parties, because BMRA 
failed to deliver its services on time, GSA was not obligated to provide BMRA with a cure 
notice.  Thus, a cure notice was not a legal prerequisite to the partial termination of BMRA’s 
performance of the contract. 
GSA asks the Board not to consider th e remain ing arguments raised by BMRA 
because, says GSA, it did not realize until it received BMRA’s opening brief that BMRA 
intended to make any argument other than the one related to the lack of a cure notice.3  GSA 
initially suggested it had been somewhat prejudiced  by no t realizing BMRA intended to 
make any additional arguments.  However, BMRA’s additional arguments are based upon 
facts known t o GSA when it terminated part of BMRA’s performance and GSA had no 
difficulty addressing the arguments in its reply brief.  Because the new theories of relief are 
based upon facts known to GSA and because GSA will not be prejudiced  if we consider 
BMRA’s additional arguments, we proceed to do so.  
BMRA contends the termination for cause was not valid because GSA used a contract 
modification to effect the  terminat ion.  BMRA says the modification did not effect a 
termination because BMRA never agreed to any such modification.  Not all contra ct 
modifications, however, must be agreed to by both parties.  Some modifications, such as the 
one GSA issued here, are unilateral.  That is, they are signed only by the contracting officer. 
Accordingto the regulations governing unilateral contract modifications, such modifications 
can be used to issue termination notices.  48 CFR 43.103(b)(4).  GSA’s issuanc e of  a 
unilateral contract modification was an acceptable method for notifying BMRA of the partial 
termination of its performance and does not render the termination invalid. 
BMRA asked to include its opening brief as Exhibit 105.  This is not 
appropriate because although the brief is part of the record, it is not part of the evidentiary 
record.  The parties should remove Exhibit 105 from the appeal file and the Board will do 
the same. 
3 

  
6 CBCA 464 
BMRA says GSA should not have terminated its performance of part of the contract 
because, it says, its nonperformance was caused by its inability to secure instructors, which 
was an occurrence beyond its reasonable control and without its fault or negligence.  BMRA 
says it diligently sough t instruct ors, but found none who were available.  A contractor is 
responsible for providing the labor needed in order to perform a contract, and its failure to 
do so is not an occurrence beyond its reasonable control and without its fault or negligence 
except in the most unusual circumstances, such as where the Government contributes to the 
unavailability of the labor or where abnormal circumstances exist which could not have been 
anticipated. KSC-TRI Systems, USA, Inc. , ASBCA 54639, 06-1 BCA ¶ 33,145 ( 2005). 
There is no evidence to su ggest the Government contributed to the unavailability of 
instructors for the two courses BMRA was supposed to teach.  In addition, there is no 
evidence to establish that BMRA’s inability to secure the necessary instructors was due to 
abnormal circumstances.  BMRA entered into  the con tract without ensuring that it had 
instructors available for two lengthy courses scheduled for June 19 through 30.  It is not an 
abnormal occurrence that many people take vaca tions during the summer months, and it 
should have been foreseeable that it might be difficult to obtain instructors for the courses 
scheduled in June.  Neither was it unforeseeable that course schedules overlapped, because 
the schedules were known to BMRA when it entered into the contract.  The circumstances 
BMRA encountered were “general difficulties  in obtaining the required labor,” for which 
the contractor is held responsible.  Robert McMullan & Son, Inc., ASBCA 11998, 68-1 BCA 
¶ 7068. 
Finally, BMRA says the termination for cause was an abuse of discretion because 
when the contracting officer decided to terminate BMRA’s performance of the two courses, 
she considered facts not directly related to BMRA’s failure to teach the two courses.  BMRA 
also says it could have taught the courses on dates other than those set out in the  contract, 
and it complains because GSA never responded to its suggestions that GSA reschedule the 
courses.  GSA’s lack of re sponse, s ays BMRA, misled BMRA into thinking GSA would 
schedule th e courses at  some later date.  BMRA’s arguments do not convince us the 
termination was unjustified.  The contracting offi cer might have considered a great many 
facts when deciding whether to terminate, in part, BMRA’s right to perform.  Whatever else 
she considered, however she certainly considered BMRA’s failure to teach the two courses 
in June, and this f act alo ne justifies the termination decision.  As for rescheduling the 
courses, the contract set out the dates when the training courses would be held and did not 
obligate GSA to reschedule the courses at BMRA’s convenience.  In addition, GSA’s lack 
of response to BMRA’s suggestions about rescheduling could not have led BMRA to 
conclude reasonably that GSA would reschedule th e courses.  If anything, the reasonable 
conclusion to draw from GS A’s s ilence was that it was not interested in BMRA’s 
suggestion. 

7 CBCA 464 
GSA has established that its decision to terminate BMRA’s performance of part of 
the contract was justified.  BMRA has not established that GSA’s termination action was 
procedurally defective or an abuse of discretion, or that its inability to perform was due to 
an occurrence beyond its reasonable control and without its fault or negligence. 
Decision 
The appeal is DENIED.