United States v. Utah Construction &amp; Mining Co.United States v. Utah Construction &amp; Mining Co. United States v. Utah Construction & Mining Co. United States v. Utah Construction & Mining Company, 384 U.S. 394 (1966), is a United States Supreme Court case in which the Court held that "(w)hen an administrative agency is acting in a judicial capacity and resolves disputed issues of fact properly before it which the parties have had an adequate opportunity to litigate, the courts have not hesitated to apply "res judicata" to enforce repose." Utah Construction established a two-part test to determine whether res judicata effect should be given to an administrative determination. First, the agency proceeding must be examined to  determine whether the agency was "acting in a judicial capacity" and whether the parties had "an adequate opportunity to litigate" the issues before the agency. Second, the general rules of res judicata must be applied to the case. Not all administrative adjudications, and not all judicial determinations, are entitled to res judicata effect. For the principles of res judicata to apply, administrative determinations, like court judgments, must be valid, final and on the merits. Background. The typical construction contract between the Government and a private contractor provides for an equitable adjustments if the government orders certain changes in the work  or if the contractor encounters changed conditions differing materially from those ordinarily anticipated. It also provides that the contract shall not be terminated nor the contractor charged with liquidated damages if he is delayed in completing the work by unforeseeable conditions beyond his control. A disputes clause will provide that "all disputes concerning questions of fact arising under this contract" shall be decided by the contracting officer subject to written appeal to the head of the department, "whose decision shall be final and conclusive upon the parties thereto." Appeals from the decision of the contracting officer are characteristically heard by  a board or committee designated by the head of the contracting department or agency. Should the contractor be dissatisfied with the administrative decision and bring a Tucker Act suit for breach of contract in the Court of Claims or the District Court, 28 U. S. C. § 1346 (a)(2) (1964 ed.), the finality accorded administrative fact finding by the disputes clause is limited by the provisions of the Wunderlich Act of 1954 which directs that such a decision "shall be final and conclusive unless the same is fra[u]dulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad  faith, or is not supported by substantial evidence." With respect to this statutory provision [*400] we held in United [**1549] "States v. Carlo Bianchi & Co.", 373 U.S. 709, that where the evidentiary basis for the administrative decision is challenged in a breach of contract suit, Congress did not intend a de novo determination of the facts by the court, which must confine its review to the administrative record made at the time of the administrative appeal. A contract between a construction company and a Federal agency contained such equitable adjustment clauses determining how the parties would handle unexpected contingencies. The  contract also contained such a "Disputes" clause (Article 15), which provided that a designated administrative agency (in this case, the Advisory Board of Contract Appeals) would be the "final and conclusive" arbiter of "all disputes concerning questions of fact arising under this contract" . Id at 396. When the contractor sought several adjustments under the "changed conditions" clause, the Advisory Board of Contract Appeals made the following factual determinations: The contractor brought a breach of contract action (pursuant to the Tucker Act, 28 U.S.C. §1346(a)(2) to the Court of Claims. This court held that: Subsequent developments. Under the Contract Disputes  Act: Section 6(a) of the act, 41 U.S.C. § 605(a), provides that ""all" claims by a contractor against the government relating to a contract" (emphasis supplied) are to be first submitted to the contracting officer for decision. Furthermore, under section 8(d), 41 U.S.C. § 607(d), a board of contract appeals can "decide "any" appeal from a decision of a contracting officer" (emphasis supplied), with limited review by this court, pursuant to section 10 of the act, 41 U.S.C. § 609. Hence, only by election to proceed under the act can a contractor have a breach of contract claim heard by a contracting officer  or board of contract appeals. United States v. Utah Construction & Mining Co. United States v. Utah Construction & Mining Company, 384 U.S. 394 (1966), is a United States Supreme Court case in which the Court held that "(w)hen an administrative agency is acting in a judicial capacity and resolves disputed issues of fact properly before it which the parties have had an adequate opportunity to litigate, the courts have not hesitated to apply "res judicata" to enforce repose." Utah Construction established a two-part test to determine whether res judicata effect should be given to an administrative determination. First, the agency