GRANTED IN PART:  May 13, 2010 
CBCA 508 
SIGAL CONSTRUCTION CORPORATION, 
Appellant, 
v. 
GENERAL SERVICES ADMINISTRATION, 
Respondent. 
Hal J. Perloff of Husch Blackwell Sanders, LLP, Washington, DC, counsel for 
Appellant. 
Leonard E. Lucas III, Office of General Counsel, General Services Administration, 
Washington, DC, counsel for Respondent. 
Before Board Judges DANIELS  (Chairman), BORWICK, and DRUMMOND . 
DRUMMOND , Board Judge. 
This is an appeal from a General Service Administration (GSA) contracting officer’s 
(CO’s) final decision denying Sigal Construction Corporation’s (Sigal) certified claim on a 
contract for renovation and improvement work at the Harry S. Truman (Old State) Building 
in Washington, D.C.  Sigal is seeking $1,519,803 for the anticipatory profits lost on certain 
work that GSA precluded it from performing.  GSA denies that it owes the claimed amount, 
asserting that the work was never part of the contract, and even if were, the CO properly 
terminated the work from the contract for the convenience of the Government.  GSA alleges 
further that Sigal has been paid for all work it performed. 

  
  
   
  
       
  
 
 
  
  
 
  
2 CBCA 508 
The parties have filed cross-motions for summary relief.  In the alternative, GSA has 
moved to dismiss Sigal’s appeal, arguing that Sigal has failed to state a claim upon which 
relief may be granted. 1  In addition, Sigal moves to strike GSA’s opposition to Sigal’s motion 
for summary relief, asserting that it was untimely and ex parte. 
For the reasons stated below, we deny GSA’s motion for summary relief and grant in 
part Sigal’s motion for summary relief. The Board will schedule further proceedings on the 
issue of quantum.  We deny Sigal’s motion to strike. 
In July 2003, GSA issued a solicitation seeking a contractor capable of providing 
renovation and improvement work at the Old State Building.  Appeal File, Exhibit 1 at 4; 
Appellant’s Statement of Uncontested Facts (ASUF) ¶ 2; Respondent’s Statement of Genuine 
Issues (RSGI) ¶ 2. The solicitation required prospective offerors to submit two varieties of 
prices -- a firm fixed lump sum price for the base contract work and firm fixed unit prices 
for, inter alia , seventeen restoration work items.  Appeal File, Exhibit 1 at 28, 29; 
Supplemental Appeal File, Exhibit 23 at 0710-0732.  The solicitation described the 
restoration work in specification 01270, entitled “Unit Prices.”  Supplemental Appeal File, 
Exhibit 23 at 0710-0716.  In addition, offerors were required to submit prices for certain 
allowances and option years.  
The solicitation initially included specification 01210, entitled “Allowances.” 
Supplemental Appeal File, Exhibit 23 at 0664-0666.  This section described seventeen 
allowances relating to unit price restoration work items.  Id .; Respondent’s Statement of 
Uncontested Facts (RSUF) ¶ 2; Appellant’s Statement of Genuine Issues (ASGI) ¶ 2. 
Section 1.2.A.1 of this specification addressed the administrative and procedural 
requirements governing allowances.  It states: 
Certain materials and equipment are specified in the Contract Documents by 
allowances.  In some cases, these allowances include installation.  Allowances 
have been established in lieu of additional requirements and to defer selection 
1 Because the parties have submitted and the Board has considered materials 
outside the pleadings, the Board will consider Respondent’s motion to dismiss and/or for 
summary relief (Respondent’s Motion) as a motion for summary relief only. Rotec 
Industries, Inc. v. Mitsubishi Corp.  215 F.3d 1246, 1251 (Fed. Cir. 2000);  Hare v. United 
States , 35 Fed. Cl. 353, 354 (1996), aff’d , 108 F.3d 1391 (Fed. Cir. 1997) (table). 
2 The Board considers these facts to be undisputed. 
2 Background 

    
                                        
  
      
 
 
   
      
 
    
        
 
 
     
   
   
         
 
  
 
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of actual materials and equipment to a later date when additional information 
is available for evaluation. If necessary, additional requirements will be issued 
by Change Order. 
Supplemental Appeal File, Exhibit 23 at 0709. 
After issuing the solicitation, GSA received inquiries from prospective offerors 
seeking clarification on various aspects of the solicitation provisions.  Several of the inquiries 
and responses focused on the distinction between the quantities stated for restoration work 
in the allowance and unit price provisions.  Request for information (RFI) 3-11 states: 
“[a]llowances 1 thru 17 . . . appear to be the same items of work as Unit Prices 1 thru 17 . . . 
however the quantities to be included differ between the two sections.  Please clarify the 
intent.”  GSA responded: 
Both sections will be combined into one section and revised to make the 
distinction between the unit price quantities to be used as the total bid amount, 
and the unit price quantities to be included in addition to the bid amounts 
indicated on the Construction [Drawings]. 
Appeal File, Exhibit 1 at 147; Supplemental Appeal File, Exhibit 24 at 0879.  
As promised in the response to RFI 3-11, GSA issued an amendment to the 
solicitation deleting the seventeen allowances for unit price restoration work and separating 
this work into two categories - total project quantity and additional quantity unit price work. 
Appeal File, Exhibit 1 at 20-26; Supplemental Appeal File, Exhibit 23 at 0710-0732. 
Estimated quantities were provided for the restoration work items. Supplemental Appeal 
File, Exhibit 23 at 0710-0716.  Offerors were informed that the estimated quantities were 
solely “For Bid Purposes, that is, for the purpose of evaluating offers.”  Id. The total project 
quantity unit price items involve repair or restoration work such as refinishing of ornamental 
metals, repair and refinishing of wood paneling and flooring, and interior stone restoration. 
Appeal File, Exhibit 1 at 46-52; Supplemental Appeal File, Exhibit 23 at 0710-0716.  This 
work was shown on the contract drawings. The additional quantity unit price work applied 
to different work from that listed as total project quantity work.  This work was in addition 
to work indicated on the drawings and was only to be performed at locations indicated by the 
CO. Supplemental Appeal File, Exhibit 23 at 0716-0732. The unit price work at issue here 
concerns only the total project quantity restoration work.  No changes were made to the 
drawings for this work. 
On October 23, 2003, GSA awarded to Sigal contract GS11P03MKC0047 (contract). 
Appeal File, Exhibit 1 at 1, 3.  The contract, in the amount of $36,892,500, required Sigal to 
perform, inter alia , the base contract work.  Id .  Following award, GSA determined that 

      
 
 
    
        
  
 
   
 
 
4 CBCA 508 
Sigal’s proposed unit prices were fair and reasonable. The agency then modified the contract 
to include the unit price items. Appeal File, Exhibit 6. The amount of the contract increased 
to $38,692,598.25. 
3 Id. 
The contract incorporated by reference the solicitation, unit price schedule, and 
drawings.  Appeal File, Exhibit 1.  Specification 01270 of the contract addressed the 
requirements for the restoration work, established the procedure for payment, and described 
a unit price as: 
an amount proposed by bidders, stated on the Bid Form, as a price per unit of 
measurement for materials or services added to or deducted from the Contract 
Sum by appropriate modification if estimated quantities of work required by 
the Contract Documents are increased or decreased above/below allowances. 
Id. at 45; RSUF ¶ 3. 
Relevant to this appeal, the contract prices for the total project quantity unit price 
restoration work items were:
4 
Unit Price Description Prices  00 
4 Repair and Refinish of Wood 
Paneling 
$75 per square foot (sf) 
5 Repair and Refinish of Wood 
Floors 
$15/sf 
6 Repair of Black Marble Floor 
Fill Missing Areas 
$300/sf 
7 Repair of Variegated Black 
Marble Wall – Broken Section 
w/ Missing Pieces 
$200/sf 
8 Repair of Variegated Black 
Marble Wall – Fractured 
Repair 
$300/sf 
3 While Sigal’s individual unit price multiplied by the corresponding listed 
quantities total twenty-five cents less than the total dollar amount added by this modification, 
the additional twenty-five cents appears to be attributable to a simple math error. 
4 Sigal’s claim does not include costs for unit price items 1, 2, 3 and 17. 
Therefore, those items are not included here. 

 
 
 
  
  
 
  
5 CBCA 508 
9 Repair of Variegated Black 
Marble Wall – Scratch 
Removal 
$40/sf 
10 Repair of Variegated Black 
Marble Wall – Adhesive 
Removal 
$20/sf 
11 Repair of Variegated Black 
Marble Wall – Paint Removal 
$30/sf 
12 Repair of Travertine Wall – 
Fill Broken and Missing Areas 
$100/sf 
13 Repair of Travertine Wall – 
Fill Drilled Holes 
$75 each (ea) 
14 Repair of Travertine Wall – 
Fill Worm Holes 
$75 ea 
15 Repair of Travertine Wall – 
Re-Point Joints 
$10 per linear foot (lf) 
16 Repair of Travertine Wall ­
Cleaning 
$5/sf 
Appeal File, Exhibit 1 at 5-6. 
The contract also incorporated by reference standard Federal Acquisition Regulation 
(FAR) clauses, including FAR clause 52.249-2 (Alt.1), Termination for Convenience of the 
Government (Alt. 1) (Sept. 1996); and FAR clause 52.211-18, Variation in Estimated 
Quantity (April 1984).  Appeal File, Exhibit 1 at 196-98. 
After award, Sigal began to a survey the quantities for the total project quantity unit 
price restoration work required by the contract.  Appeal File, Exhibits 7, 10, 27.  On 
February 11, 2004, Sigal submitted an e-mail message to GSA’s construction manager, 
Jacobs Facilities, Inc., which included updated quantities for unit price items 4 through 16. 
Id., Exhibit 7; Declaration of Kerric T. Baird (Aug. 31, 2007) ¶ 7.  The message included as 
an attachment a unit cost work sheet which contained revised quantity calculations and costs 
to complete, inter alia , unit price items 4 through 16.  The solicitation and bid form had 
identified the estimated quantities for bid purposes for unit price items 4 and 5 as 3750 sf and 
1500 sf, respectively.  Appeal File, Exhibit 1 at 5, 27.  Sigal’s submission to Jacobs, inter 
alia, showed per the survey 21,500 sf of unit price 4 work (at a cost of $1,612,500) and 8000 
sf of unit price 5 work (at a cost of $120,000).  Supplemental Appeal File, Exhibit 27. 

 
      
  
 
   
    
 
    
   
    
     
 
  
 
  
 
   
 
 
 
6 CBCA 508 
At various times in 2004, Sigal attempted to get Jacobs to verify the surveyed 
quantities of the restoration work. Appeal File, Exhibit 35; Baird Declaration ¶ 7.  On March 
31, 2004, Jacobs sent an e-mail message to Sigal directing it to refinish, inter alia,  23,335 
sf of historic wood paneling under unit price 4.  Sigal’s Motion, Exhibit 7. 
On August 25, 2004, GSA’s project manager wrote to another contractor requesting 
a cost proposal to perform wood paneling restoration and interior stone restoration required 
by the contract awarded to Sigal.  Appeal File, Exhibit 33.  The project manager’s letter 
included the construction drawings and specifications for Sigal’s contract.  Id.  The project 
manager later forwarded the contractor’s proposal to employees of Jacobs with the message: 
“Please review cost proposal and let’s meet to develop strategy to deal with Sigal contract 
and schedule . . . to do the restoration.”  Sigal’s Motion, Exhibit 6.  
On October 6, 2004, Jacobs wrote to Sigal, suspending the restoration work under this 
contract for unit price items 4 and 6 through 16. Appeal File, Exhibit 17; ASUF ¶ 39.  The 
work associated with unit prices 1 through 3 and 5 was unaffected, and Sigal continued to 
perform that work.  Id . 
GSA took no action to reinstate the suspended unit price work. On January 4, 2006, 
Sigal submitted to the CO a certified claim, asserting that GSA had breached Sigal’s contract 
by “improperly eliminating unit price restoration work.”  Appeal File, Exhibit 20 at 1.  Sigal 
asserted that GSA intended to have the unit price work performed by another contractor at 
lower prices.  Id .; ASGI ¶ 38.  Sigal sought breach damages totaling $1,519,803, comprising 
$1,143,340 in lost profits for itself and $376,463 for its subcontractor.  Id. 
 The CO denied the claim, stating that:  
Sigal’s argument assumes the unit-priced work at issue is part of the scope of 
the Contract.  Assuming for the sake of argument that Sigal is correct, which 
GSA does not admit, GSA’s position is that it, through the contracting officers, 
has broad rights to delete or terminate work through the Changes Clause or 
Termination for Convenience Clause, respectively. In either case, a contractor 
is not entitled to recover lost profits on work not yet performed.  Sigal did not 
perform the work in question and anticipatory or lost profits are not available. 
Appeal File, Exhibit 21 at 2.  Sigal timely appealed the CO’s decision.  Id ., Exhibit 22. 
It is undisputed that Sigal, through its subcontractors, performed 4954 sf of repair and 
refinishing of wood paneling pursuant to unit price 4, whereas the quantity for bid purposes 
listed in the solicitation was 3750 sf.  Appeal File, Exhibit 2 at 3; Baird Declaration ¶ 16; 
ASUF ¶ 45.  Similarly, it is undisputed that Sigal, through its subcontractors, performed 7738 

      
    
  
 
     
  
       
  
 
  
        
  
    
  
    
  
    
 
 
  
  
   
        
7 CBCA 508 
sf of repair and refinishing of wood flooring pursuant to unit price 5, whereas the quantity 
for bid purposes was 1500 sf.  Appeal File, Exhibit 2 at 3; Baird Declaration ¶ 15; ASUF 
¶ 44.  
Discussion 
Sigal’s claim is for the profits it and its subcontractors would have received on certain 
work it was precluded from performing. The parties have cross-moved for summary relief. 
Summary relief is appropriate when the moving party is entitled to judgment as a matter of 
law, based on undisputed material facts.  The moving party bears the burden of 
demonstrating the absence of genuine issues of material fact. All justiciable inferences must 
be drawn in favor of the non-movant.  Celotex Corp. v. Catrett , 477 U.S. 317, 325 (1986); 
Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 247 (1986). The mere fact that both parties 
have moved for summary relief does not impel a grant of one of the motions.  California v. 
United States , 271 F.3d 1377, 1380 (Fed. Cir. 2001). 
Pure contract interpretation is a question of law that may be resolved on summary 
relief.  P.J. Maffei Building Wrecking Corp. v. United States , 732 F.2d 913, 916 (Fed. Cir. 
1984).  The parties are in agreement that there are no genuine issues of material fact for trial. 
Their differences are confined to the law and its application to the contract in this appeal; 
therefore, summary relief as to entitlement is appropriate in this case. 
In interpreting the language of a contract, reasonable meaning must be given all parts 
of the agreement so as not to render any portion meaningless.  McAbee Construction, Inc. v. 
United States , 97 F.3d 1431, 1434-35 (Fed. Cir. 1996).  An interpretation that gives a 
reasonable meaning to all parts will be preferred to one which leaves a portion of the contract 
meaningless. Alliant Techsystems, Inc. v. United States , 178 F.3d 1260 (Fed. Cir. 1999); 
Gould, Inc. v. United States , 935 F.2d 1271, 1274 (Fed. Cir. 1991).  Additionally, contract 
language should be given the plain meaning that would be derived by a reasonably intelligent 
person acquainted with the contemporaneous circumstances.  McAbee Construction, 97 F.3d 
at 1435. 
Sigal alleges that the specifications and drawings, as a whole, required it to perform 
all the ornamental metal restoration, wood paneling restoration, wood flooring restoration, 
and interior stone restoration work, regardless of the for-bid-purpose estimates.  Sigal asserts 
that the for-bid estimates were just that, and did not limit the amount of work for which it 
was responsible under the contract. It argues further that because the unit price work at issue 
was for total project quantity, it was required to perform every part of that work at the unit 
prices specified.  As support, Sigal refers to the definition of a unit price in the contract. 

 
      
 
       
  
 
   
   
     
   
  
      
         
    
    
    
        
 
 
    
8 CBCA 508 
Sigal asserts that the definition provides that the contract sum would change based on the 
number of units of work the contractor performed.   
GSA, while relying of the definition of a unit price in specification 01270, argues that 
Sigal’s claim fails because the work was not in the contract.  Based on the use of the word 
“allowances” in the definition, GSA contends that any unit price work in excess of that 
specified in the solicitation for the purpose of evaluating offers required a contract 
modification. 
A fundamental problem with GSA’s argument is it runs contrary to the plain wording 
of the unit price definition and the solicitation amendment which contemplated the successful 
offeror performing all of the total project quantity work unit price work as specified on the 
drawings. Although initially the unit prices were to cover work additional to certain work 
described as “allowances,” after the solicitation was modified, there were no allowances for 
any of that work, so the unit prices covered all such work.  GSA’s contention that the 
retention of the word “allowances” in the contract was a mistake, and that the contract should 
have been phrased differently, is irrelevant -- we must interpret the contract as it is written, 
not as one party wishes in retrospect that it should have been written.  
The quantities stated in the solicitation for unit price work were estimates for the sole 
purpose of evaluating offers.  The unit price work at issue here was for total project quantity. 
The quantities do not limit the amount of such work for which Sigal was responsible under 
the contract. 
GSA recognized this in that it did not modify the contract to cover unit price work 
above the estimated quantities which Sigal performed; it simply paid Sigal at the unit prices 
for all the work it performed. GSA’s assertion that Sigal could only perform the unit price 
work by contract modification is thus not only wrong, but also inconsistent with the agency’s 
actions during contract performance.  The modification which obligated a specific amount 
of money to cover unit price work did not change the requirement that Sigal perform all unit 
price work shown on the contract drawings. 
GSA cites Fire Security Systems, Inc. v. General Services Administration, GSBCA 
12267, et al., 97-2 BCA ¶ 28,992, as support for its interpretation.  In that case, the contractor 
argued that it should be reimbursed for the removal of ceiling tiles under a unit price 
schedule.  The unit prices were to be applied to items that might be added to or subtracted 
from base contract work, and the base contract work included the work for which the 
contractor sought additional compensation.  The board concluded that the contractor was not 
entitled to additional costs under the unit price schedule because it was obligated to perform 
the work as part of its base bid under the fixed price contract.  

 
 
       
     
  
 
 
 
  
       
      
   
 
  
  
    
       
9 CBCA 508 
As Sigal maintains, the facts in this appeal are distinguishable from those in Fire 
Security .  Unlike the language in this contract, the definition of unit price in Fire Security 
explicitly only applied to work added or deducted by change order.  97-2 BCA at 144,362. 
The work in question here was to be bid on a unit price basis and not as part of base contract 
work.  
Luther L. Essary Construction Co. , IBCA 1556-2-82, 83-2 BCA ¶ 16,631, cited by 
Sigal, involved another variant of the relationship between estimated quantities and base 
contract work. There, estimated quantities were included in the base work and unit prices 
were paid for all quantities greater than those estimated.  Essary , too, is different from our 
case in that here, the base work did not include any of the unit price work. 
Considering all specifications and drawings together, we find that the contract 
unambiguously required Sigal to perform all the total project quantity restoration work at the 
applicable rates specified on the unit price bid schedule. 
The parties agree that by precluding Sigal from performing some of the unit price 
work, GSA constructively terminated for convenience a portion of the contract.  One of the 
few limitations on the Government’s right to terminate for convenience is that the 
Government may not terminate simply to get a better price for performing needed work. 
Krygoski Construction Co. v. United States , 94 F.3d 1537, 1541 (Fed. Cir. 1996) (“A 
contracting officer may not terminate for convenience in bad faith, for example, simply to 
acquire a better bargain from another source. When tainted by bad faith or an abuse of 
contracting discretion, a termination for convenience causes a contract breach.”).  That is 
what GSA did here.  It was a breach of the contract. 
GSA’s assertions that the actions suspending Sigal’s right to proceed were 
unauthorized because they were not taken by the CO are not on point. The CO has ratified 
all of these actions -- if not earlier, certainly in issuing his final decision on the claim.  
Accordingly, we find that Sigal prevails as to entitlement. We stop there, however, 
in granting the contractor’s motion. While Sigal is correct in asserting that its breach 
damages should be the profit it would have received if it had performed the work it was 
improperly precluded from performing, it has not demonstrated what that profit would have 
been.  Sigal says that it is entitled to the difference between a contract unit price and the price 
Sigal would have paid a subcontractor for performing the work.  There are two problems 
here: (1) We have no evidence as to the price Sigal would have paid the subcontractor; and 
(2) To find the profit, we must subtract from the difference various costs Sigal would have 
incurred in having the work performed.  This may include job site overhead, home office 
overhead, and other costs. Additionally, the claim includes lost subcontractor profit, which 

 
         
     
 
             
   
 
     
     
 
                                                      
                                                                                                        
10 CBCA 508 
is calculated as subcontractor price less cost to perform.  We have no evidence as to either 
of these factors. 
Finally, we address Sigal’s motion to strike GSA’s opposition to Sigal’s motion for 
summary relief. Sigal’s motion challenges a two-day extension the Board granted to GSA 
pursuant to Rule 3 of the Board’s Rules of Procedure, 48 CFR 6101.3 (2009).  Sigal asserts 
that it was unaware of GSA’s oral request for an extension to file its opposition.  Sigal, while 
acknowledging that it was not prejudiced by the brief extension afforded to GSA, contends 
that GSA’s oral request was ex parte in violation of Rule 33(b) of the Board’s Rules of 
Procedure.  GSA opposes this motion, asserting that its actions were appropriate and 
reasonable.  While the record documents that GSA’s oral request was followed by a written 
request to the Board, copied to Sigal, GSA acknowledges that it may have inadvertently 
neglected to forward to Sigal this written request.  GSA, however, asserts that any errors it 
made in seeking the enlargement of time were harmless and unintentional.  We agree with 
GSA on this matter.  The motion to strike is denied. 
Decision 
We deny GSA’s motion for summary relief and GRANT IN PART Sigal’s motion for 
summary relief.  The presiding judge will schedule further proceedings to determine the 
amount of Sigal’s recovery. 
JEROME M. DRUMMOND 
Board Judge 
We concur: 
STEPHEN M. DANIELS ANTHONY S. BORWICK 
Board Judge Board Judge