GRANTED IN PART: May 7, 2018   
CBCA 5543
PJP BUILDING SIX, LC,
Appellant,
v.
DEPARTMENT OF VETERANS AFFAIRS,
Respondent.
S. Sadiq Gill of DurretteCrump, PLC, Richmond, VA, counsel for Appellant.
Jennifer L. Hedge, Office of General Counsel, Department of Veterans Affairs,
Pittsburgh, PA, counsel for Respondent.
Before Board Judges SOMERS (Chair), BEARDSLEY, and VERGILIO.
BEARDSLEY, Board Judge. 
Appellant, PJP Building Six, LC (PJP), appeals the denial of its certified claim for
damages resulting from the early termination of a lease by the Department of Veterans
Affairs (VA).  The parties disagree as to the interpretation of the lease termination provision.
The parties submitted this appeal for a decision on the written record pursuant to CBCA Rule
19 (48 CFR 6101.19 (2017)) on the question of entitlement only.  Determination of the
amount of any recovery will be decided, if necessary, in further proceedings.  
Background
On January 27, 2007, the VA solicited for 4100 net usable square feet in
Charlottesville, Virginia, to be used for a community-based outpatient clinic for veterans. 

CBCA 5543 2
The parties executed lease agreement no. VA 246-R-0019 on November 13, 2007.1  The
lease term commenced on February 1, 2008, and continued “through the end of 120 months
[ten years] after the commencement date inclusive,” or until January 31, 2018.  The lease
stated that the “Government may terminate this lease effective on the last day of the month
that is 60 months after the commencement date by giving at least 180 days notice in writing
to the Lessor.  No rental shall accrue after the effective date of termination.”  The typed
words  “effective on the last day of the month that is” replaced the words “at any time on or
after” that had been crossed out with typed xxx.2  The lease also included a table with a
breakdown of rent per rentable square foot, monthly installments, and annual fixed rent in
twelve-month increments for a total of ten years.  
The VA did not terminate the lease after five years.  Instead, more than seven years
into the lease, on September 18, 2015, the VA notified PJP of its intent to vacate the
premises.  The VA terminated the lease and vacated the space on March 18, 2016.  The VA
referenced section 1.3 of the lease and Federal Acquisition Regulation (FAR) 52.217-9 (48
CFR 52.217-9) as its basis for vacating the premises and terminating the lease.  The lease,
however, did not include or even reference section 1.3 or FAR 52.217-9.  PJP responded that
the VA was “precluded from terminating the lease prior to its expiration on January 31,
2018.”3   
PJP filed a certified claim for damages in the amount of $348,956.34 for breach of the
lease, arguing that the VA did not understand the lease and missed its opportunity for early
termination.  The contracting officer denied  PJP’s claim, concluding that the “VA properly
1 The lease consisted of four typed pages without handwritten notations, including 
“(a) this GSA Form 3626, (b) Representations and Certifications, (c) the Government’s
General Clauses, and (d) the following changes or additions made or agreed to by you: See
Attachment A.”  The lease and the record fail to identify the representations, certifications, 
or Government’s general clauses.  The lease did not include a document identified as
“Exhibit B, Confirmation of Lease Terms,” which was dated almost three months after the
lease was executed and was not signed by PJP.  
2 The VA lease provision, some of which was crossed out, read in full, “The
Government may terminate this lease at any time on or after _____ by giving at least _____
days notice in writing to the Lessor.” 
3 The VA suggests that the lease became an option contract after the first five years
and that it decided not to exercise the remaining options.  However, there is nothing in the
lease to suggest that it was or became an option contract.   

CBCA 5543 3
exercised its right to terminate the Lease because it provided PJP 180 days’ notice.”  PJP
timely submitted its appeal to this Board.
Discussion
I. Standard of Review 
The parties have elected to submit this case for a decision on the written record
without a hearing pursuant to Rule 19 of the Board’s rules.  The parties are entitled, under
Board Rule 19, to include in the written record “(1) any relevant documents or other tangible
things they want the Board to admit into evidence; (2) affidavits, depositions, and other
discovery materials that set forth relevant evidence; and (3) briefs or memoranda of law that
explain each party’s positions and defenses.”  1-A Construction & Fire, LLP v. Department
of Agriculture, CBCA 2693, 15-1 BCA ¶ 35,913, at 175,551 (citing 48 CFR 6101.19).  Based
on the parties’ submissions, the Board is authorized to make findings of fact, even if such
findings require “credibility determinations on a cold [paper] record, without the benefit of
questioning the persons involved,” and can decide issues of law based on those factual
findings.  Bryant Co., GSBCA 6299, 83-1 BCA ¶ 16,487, at 81,967. 
II. Contract Interpretation
The issue before the Board is one of contract interpretation.  “[C]ontracts are not
necessarily rendered ambiguous by the mere fact that the parties disagree as to the meaning
of their provisions.”  Community Heating & Plumbing Co. v. Kelso, 987 F.2d 1575, 1578
(Fed. Cir. 1993) (citing Brunswick Corp. v. United States, 951 F.2d 334, 337 (Fed. Cir.
1991)).  “A contract is ambiguous if it is susceptible of two different and reasonable
interpretations, each of which is found to be consistent with the contract language.”  Id. at
1579.  
The VA contends that it properly terminated the lease because the lease allowed it to
terminate at any time after the five-year “base term” as long as it provided at least 180 days
notice.  By contrast, PJP argues that the termination language only provided for an
opportunity to terminate the lease after the first five years (or at the end of sixty months from
the commencement date); otherwise, the VA was locked into the lease for the entire ten
years.  We find that the VA’s interpretation of the lease’s termination provision is not
reasonable.  Instead, we agree with PJP that the plain and unambiguous meaning of the
termination provision is that the VA could terminate the lease only at the end of five years
with proper notice, and if it did not take advantage of this early termination option, the lease
term lasted for ten years.  

CBCA 5543 4
The primary goal of contract interpretation is to “determine the intent of the parties
at the time an agreement is created.”  Belle Isle Investment Co. v. General Services
Administration, CBCA 4734, 16-1 BCA ¶ 36,416, at 177,555.  In order to understand the
parties’ intent, the contract must be read as a whole and in a way that gives reasonable
meaning to all of its parts.  Gould, Inc. v. United States, 935 F.2d 1271, 1274 (Fed. Cir.
1991).  In this case, the parties’ intention to limit the ability to terminate was clear when they
crossed out termination language that would have allowed the VA to terminate the lease “at
any time on or after” a certain date.  The inserted termination language entitled the VA to
terminate the lease “effective on” not “effective on or after” a given date.  The VA’s
interpretation of the termination provision is not reasonable because it would read back in
the deleted language and render the inserted termination language meaningless. 
Asserting that the term “effective date” is defined as the date on which a lease
provision “becomes enforceable or otherwise takes effect,” the VA argues that the plain
meaning of the lease termination provision is that the agency’s termination rights began after
the first five years and continued to the end of the lease.  We reject the VA’s argument and
find that the effective date was the day on which the lease termination would have taken
effect had the VA provided the requisite notice, not the day on which the right to terminate
began. 
 We disagree with the VA’s contention that PJP’s interpretation is nonsensical and,
therefore, unreasonable, because it results in “only one day – one day out of a total possible
3,650 – within which the VA could terminate.”  The VA had a window of over four
years—not just one day—in which to decide to terminate the lease.  PJP’s interpretation that
termination could only take effect at the end of the first five years of the lease is reasonable. 
The VA relies on “external documents,” including Exhibit B, handwritten notes found
on copies of the lease, four earlier versions of the lease with different lease terms, and a
declaration of the contracting officer, to support its interpretation of the contract.  We
generally examine extrinsic evidence only if the lease language is ambiguous.  “[T]he rule
of contra proferentem applies only when a contract is susceptible of two different
interpretations, each of which is consistent with the contract language, and only when the two
different interpretations were not obvious and glaring at the time of contracting.”  Grunley 
Construction Co. v. General Services Administration,  GSBCA 13476, 98-2 BCA ¶ 29,950,
at 148,179 (citing Community Heating & Plumbing Co.).  Having found that the termination
provision of the lease is not ambiguous, we decline to consider extrinsic evidence in
interpreting the lease provision.

CBCA 5543 5
Decision
For the reasons discussed above, the appeal is GRANTED IN PART, and, if
necessary, the Board will decide the amount of any damages owed PJP after further
proceedings.
    Erica S. Beardsley          
ERICA S. BEARDSLEY
Board Judge
We concur:
    Jeri Kaylene Somers            Joseph A. Vergilio          
JERI KAYLENE SOMERS JOSEPH A. VERGILIO
Board Judge Board Judge