not stand in clerks and really truly an outstanding person as well so i moved the admission of kid to a cio kim who is a member of the bar and is in good standing with the highest courts of the commonwealth of virginia i have knowledge  forty nine which is a form document that government agencies use as a cover sheet of countless government contracts specifically at issue here today is the legal significance of clock twenty nine on the s f fourteen forty nine that the consistently including the statement or work and the exercise size of options in the statements that there is no early termination fees that's correct and specifically to say we disagree with you because i think your reading on that is pretty implausible let's say that there's a direct conflict cause it's the same your offer is inconsistent with the statement of work attached to the solicitation where there where that you say they accepted your offer what do we do when we have to inconsistent documents i would say that that you could you read them as harmoniously as possible and what what happened here was me ok let me make this clear your offer says you get early termination fees tracked their response says we will not pay you terminations fees th clear that they would they would walk internally you were saying i mean internally the way i read it you were saying if we can't put this over on the army we're not going to do it but leaving aside my characterization where did you tell the sorry to the army understand that what you were sending was inconsistent because the army's position is we just saw the pricing and that was good enough for us had the army ready offer would have seen that what rico was posing was inconsistent with th solicitation on the other hand work inconsistent with early termination fees why you submitted a offer in the first place is sort of just accepting that solicitation which now when you're in the tradition includes early termination fee and it tops the same solicitation so why didn't why did your understanding of that solicitation change from when it was first issued to when it was signed after you submitted an offer because glock twenty nine accepted the terms of the contract situation page with all the included attachments including the statement of work and so the fact that it says accepted here means accepted based upon the terms of this entire document but it's not just the papers are physically affects th continue the option but perfectly reduce something you can early termination fee they exercise that's not the way the options are determination for you generally work in that industry we record legal record as high that they were get the funding whereas in a commercial space they could just discontinue whenever and they may well please but here there was a full option your exercise option your one is exercise in full and then a partial discontinuation after that so this concept that there is no may please the court the decision of the board in this matter should be affirmed because the board correctly determined that the army did not assent to the proposed noncompliance early termination provisions of the weekend or you're not arguing that the words this is a little difficult of both sides i mean it pretty much seems that the army didn't read the terms of rico's offer fully and just accepted the prices and then read code and read this elicitation they got back and realize you were actually accepting their offer you were going back to the terms of the recent original solicitation if they're what would we do if we find there was no meeting of the minds so if there's no mean of the there can be no contract either expressed or implied and that doesn't make a difference to be quite honest to the resolution of this matter if there is no contract whatsoever and there is no basis for rico to claim that the army was not contemplating the submission of any terms other than price is and was not looking for proposed alternative terms and it is also true that it is not are specified in the attached sheets and yet as we acknowledge it is a purported acceptance but as a matter of well established blackwater contract law acceptance is not effective where it includes terms that are not the same as the ones that were offered and the interview with the praise including any additions or changes which are set forth here in needing that is what establishes your counteroffer because you say we're offer had been accepted in total and that it had no reason to look at the rest of contract document but i don't think that language standing alone is essential even if that language hadn't been included the you yes your honor um i wish i had experienced the same sentiment while i was preparing the briefing in this matter but i believe that that is the most the best logic that can be made and applied to the situation  mean if we look just at the extreme will manifestation of the parties which is what we are to do the army gave rico a contract document that plainly did not include the proposed non compliant terms  contains conflicting terms regarding what the initial order is supposed to say when it's issued and no one could have looked at those provisions and thought it would be ok to enter those wholesale into a contract without amending them to make them make sense frank the simple fact of the matter is that the block twenty line use of the word acceptance is all that rico has to cling to to attempt to demonstrate that there is a contract that includes the provision that it's depending on and frankly that's simply not a tenable position in light of the rest of the the contents of the contract or documents or there are any material differences were a few solicitation the visions related to the bidding process that were not included because that was over but otherwise it's the same and just as one last point although i don't think it actually makes a difference but rico has repeatedly made assertions of fact on appeal that were not found as a factual matter by the or the or didn't find that rico was unaware that its provisions hadn't been included in  the final contract document the board didn't find that rico would have walked away if it had known that the proposed early termination for reasons or included and of course those are factual findings that can be made in the first instance on appeal so  i just like to turn back now to the the language of black twenty nine and specifically says award of contract this is your offer if you think any additions or changes which are set forth here and so to the extent that there were any addition  if we accept the government's position here that this were a counter offer then practically speaking rico could refuse to perform and once the first delivery order was issued rico could have said no we reject this we're not going to perform and in that case certainly the said correct i mean it sounds like you would have had a pretty good affirmative defense if they would have tried to sue the original contract when you raise said there is no contract because they didn't accept our offer they i said to you the government understood you had a contract under its terms and you said correct to me and i said you just gave away the case do you want to respond to that or just leave it alone i'm sorry i meant to say that the government understood a contract had been formed that rico was obligated to