U.S. GOVERNMENT PRINTING OFFICE
   BOARD OF CONTRACT APPEALS
   WASHINGTON, DC  20401

In the Matter of            )
                            )
the Appeal of               )
                            )
B & B REPRODUCTIONS         )    Docket No. GPO BCA 09-89
Program 1446-S              )
Purchase Order F-0869       )

   DECISION AND ORDER

   This appeal, timely filed by B & B Reproductions, 51 North
   Orlando Avenue, Cocoa Beach, Florida 32931 (hereinafter
   Appellant or Contractor), is from the final decision of
   Contracting Officer Douglas M. Faour, of the U.S. Government
   Printing Office's (Respondent or GPO or Government) Atlanta
   Regional Printing Procurement Office (ARPPO), 1888 Emery
   Street NW., Suite 110, Atlanta, Georgia 30318-2536,1 dated
   March 7, 1989, reaffirming the Government's position that it
   had overpaid the Appellant $16,380.00 for certain folding and
   stitching work on its contract identified as Program 1446-S,
   Purchase Order F-0869 (R4 File, Tab H).2  For the following
   reasons, the Contracting Officer's decision is hereby
   AFFIRMED.

    I. FINDINGS OF FACT3

   1. This dispute arises from a single-award term contract
   awarded to the Appellant on April 29, 1987, to print a
   biweekly newsletter entitled the "Spaceport News" for the
   National Aeronautics and Space Administration's (NASA),
   Kennedy Space Center, Florida (R4 File, Tab C).4  The contract
   ran for one year, from May 1, 1987, to April 30, 1988, and the
   estimated contract price was $52,342.00 (R4 File, Tabs A, pp.
   1 and C).

   2. As stated in the specifications, the work covered by the
   contract consisted of ". . . the production of a newsletter-
   type publication requiring such operations as composition,
   furnishing proofs, film-making, printing, binding and
   delivery."  See R4 File, Tab A, p. 4.  Among other provisions,
   the contract specified, in pertinent part:

      ORDERING: Items to be furnished under this contract shall
      be ordered by the issuance of print orders by [NASA].
      Orders may be issued under this contract from date of award
      through April 30, 1998.  All print orders issued hereunder
      are subject to the terms and conditions of this contract.
      This contract shall control in the event of conflict with
      any print order.  When mailed a print order shall be
      "issued" for the purposes of this contract at the time the
      Government deposits the order in the mail.5

      REQUIREMENTS:  This is a requirements contract for the
      items and for the period specified herein.
      Shipment/delivery of items or performance of work shall be
      made only as authorized by orders issued in accordance with
      the clause entitled "Ordering."  The quantities of items
      specified herein are estimates only, and are not purchased
      hereby.  Except as may be otherwise provided in this
      contract, if the Government's requirements for the items
      set forth herein do not result in orders in the amounts or
      quantities described as "estimated", it shall not
      constitute the basis for an equitable price adjustment
      under this contract.

               * * * * * * * * * *

      Subject to any limitations elsewhere in this contract, the
      contractor shall furnish to the Government all items set
      forth herein which are called for by print orders issued in
      accordance with the "Ordering" clause of this contract.

      The contractor is cautioned not to perform any operation(s)
      or produce any product(s) for which a price has not been
      quoted under this contract.

   * * * * * * * * * *

      FREQUENCY OF ORDERS: Bi-weekly (every two weeks), plus one
      special issue (27 orders).

      QUANTITY: Approximately 11,750 to 13,000 copies per order
      with an average of 12,000 copies per order.

      NUMBER OF PAGES: Approximately 20 issues of eight pages, 2
      issues of six pages, and 5 issues of 4 pages.

      TRIM SIZE: 9-1/2 x 12".

   * * * * * * * * * *

      PRINTING: Print head-to-head in black ink.  The contractor
      will be required to make on additional plate for the last
      page of each issue.  Approximately 1,250 copies will print
      with "Postage and Fees Paid" mailing indicia on the last
      page.

      MARGINS: Head 1/2", bind 1/2".

      BINDING: Fold, inset (as necessary), and trim three sides
      to 9-1/2 x 12".  Approximately 1,250 copies will fold again
      to 9-1/2" x 6" with mailing indicia out and stitch one time
      along the 9-1/2" edge.

   * * * * * * * * * *

   SECTION 3.-DETERMINATION OF AWARD

      The Government will determine the lowest bid by applying
      the prices offered in the "Schedule of Prices" to the
      following units of production which are the estimated
      requirements to produce one year's orders under this
      contract. . . .

      The following item designations correspond to those listed
      in the "Schedule of Prices".

       (1)                  (2)

         I. (a)             192               2,304

   * * * * * * * * * *

       III. (a)          34


   SECTION 4.-SCHEDULE OF PRICES

   * * * * * * * * * *

      I. COMPLETE PRODUCT: Prices shall include the cost of all
      required materials and operations necessary for the
      complete production and distribution of the product listed
      in accordance with these specifications.

   * * * * * * * * * *

      III. ADDITIONAL OPERATIONS: Prices quoted shall include the
      cost of all required materials and operations necessary for
      folding from 9-1/2 x 12" to 9-1/2 x 6" and stitching with
      one wire stitch.6

   * * * * * * * * * *

See R4 File, Tab A, pp. 3, 4, 6, 9, 12).7  [Emphasis added.]

   3. There is no dispute that the Appellant performed all
   aspects of the contract to the satisfaction of NASA.  Rather,
   this controversy concerns the Contractor's charges for
   additional folding and stitching work.

   4. The Appellant states that while preparing its bid, it
   noticed that the "Schedule of Prices" provision for additional
   work did not include pricing for the initial folding operation
   in the "BINDING" specification, namely "Fold, inset (as
   necessary), and trim three sides to 9-1/2 x 12," which was
   necessary on all newsletters.  See Complaint,  2; Draft
   Report, pp. 3-4.  Therefore, on or about April 14, 1987, the
   Contractor telephoned the ARPPO and spoke to someone regarding
   the omitted line item.8  See Complaint,  3; Draft Report, p.
   4.  The Appellant claims that during this conversation it was
   informed that the specifications could not be changed at that
   point, but if the Contractor's bid was accepted, the
   Respondent would modify the contract to include pricing for
   that folding operation.  Id.  Accordingly, the Appellant
   revised its offer for makeready and/or setup from $243.87 per
   page to $135.00 per page, its running charges from $10.92 per
   page for 1,000 copies to $10.50 per page, and the price for
   the additional folding and stitching work from $32.50 to
   $60.00 per 1,000 copies.9  Id.,  4.   See also R4 File, Tab
   B.

   5. Over the life of the contract, the Appellant received and
   invoiced work for 27 print orders.  See Complaint,  5;
   Answer,  5.  See also Letter from Charles V. Kessel, Jr.,
   Appellant's Counsel, to the GPO Board of Contract Appeals
   (Board), dated June 16, 1989, enclosing "Appellant's Exhibits
   A-F" (hereinafter cited as "App. Exh." with an appropriate
   letter thereafter).  See Board Rules, Rule 4(b).  Each of the
   Contractor's voucher's charged the Government for folding and
   stitching all newsletters at the rate of $60.00 per 1,000.10
   See Complaint  5; Answer,  5.  See also Draft Report, p. 5.
   Furthermore, these invoices were paid in full by the
   Respondent as they were submitted.  See Complaint  6; Answer,
    6.

   6. Shortly after the end of the contract term, GPO's Office of
   the Comptroller, Financial Management Service (hereinafter
   FMS) reviewed all of the Appellant's invoices and determined
   that the Government had been overcharged for the folding and
   stitching operations under the contract, and had made excess
   payments in the amount of $16,380.00 (R4 File, Tab E).11  In
   that regard, the Respondent's calculations were as follows:

Purchase Order  Invoice12      Billed     Should have been
Overpaid

   60101         8889      $708.00      $96.00         $612.00
   60102         8986       708.00       96.00          612.00
   60103         9069       708.00       96.00          612.00
   60104         9188       708.00       96.00          612.00
   60105         9370       708.00       96.00          612.00
   60106         9470       708.00       96.00          612.00
   60107         9570       708.00       96.00          612.00

Purchase Order  Invoice         Billed     Should have been
Overpaid

   60108         9666       708.00       96.00          612.00
   60109         9774       708.00       96.00          612.00
   60111         9979       708.00       96.00          612.00
   60112        10092       780.00       96.00          684.00
   60113        10182       780.00       96.00          684.00
   60114        10268       780.00       96.00          684.00
   60115        10345       780.00       96.00          684.00
   60116        10461       780.00       96.00          684.00
   60117         1038       780.00       96.00          684.00
   60118         1081       780.00       96.00          684.00
   60119         1196       780.00       96.00          684.00
   60120         1297       780.00       96.00          684.00
   60121         1390       780.00       96.00          684.00
   60122         1510B      780.00       96.00          684.00
   60123         1619       780.00       96.00          684.00
   60124         1739B       780.00       96.00          684.00
   60125         1829       780.00       96.00          684.00
   60126         1941B       780.00       96.00          684.00

      Total Overcharges                          $16,380.00

See R4 File, Tab E; App. Exh. A-F.  Accordingly, on July 15,
1988, the Respondent sent a "Bill for Collection" to the
Appellant to recover $16,380.00 in alleged overpayments made
under the contract (R4 File, Tab E).13  See RTSC, p. 3; Draft
Report, p. 2.

   7. On July 28, 1988, after the Appellant received this
   collection notice, its President, Robert Hyman, telephoned the
   ARPPO and spoke to Ms. Pace about the matter (R4 File, Tab D).
   See Draft Report, p. 2.  The record indicates that when Mr.
   Hyman raised the subject of their April 14, 1987, conversation
   concerning the absence of a line item for pricing initial
   folding operations,  Ms. Pace claimed that she had "no
   recollection" of the telephone call (R4 File, Tab D).14  With
   respect to the substance of the parties dispute, the record
   memorandum of the telephone call prepared by Ms. Pace states:

      [Mr. Hyman] said who-ever [sic] he spoke with [& he isn't
      sure] lead [sic] him to believe "III" was where to charge
      for all the folding.  I explained that "I" was COMPLETE
      PRODUCT & should have included [initial] folding (all
      operations necessary . . . ) and there is no way that I
      would have told him otherwise.  Item "III" was just for
      [additional] fold as reflected on [page] 6 (Binding) of the
      contract.

See R4 File, Tab D.  [Original emphasis.]



   8. Thereafter, by letter dated August 4, 1988, Counsel for the
   Appellant wrote to the Respondent objecting to GPO's attempt
   to recoup the alleged overcharges.  See R4 File, Tab E (Letter
   from Charles V. Kessel, Jr. to U.S. Government Printing
   Office, dated August 4, 1988) (hereinafter Kessel Letter).  In
   the Contractor's view, the collection effort was unjustified
   because it had been given assurances by an ARPPO employee that
   the Government would modify the contract to allow billing for
   folding and stitching operations on all newsletters under
   "SECTION 4.-SCHEDULE OF PRICES; III. ADDITIONAL OPERATIONS"
   (hereinafter "ADDITIONAL OPERATIONS") (R4 File, Tab A, p. 12).
   See R4 File, Tab E (Kessel Letter, p. 1).  Counsel believed
   that the recoupment action was particularly unfair because:

      During the period of time the above referenced Program and
      Purchase Order were in effect, each invoice to the U.S.
      Government Printing Office itemized the cost for each run
      reflecting that folding and stitching for all newsletters
      were billed at $60.00 per 1,000 copies.

      My Client's would not have submitted this bid had it not
      been for the representation that it was understood that
      such bid would be followed by a clarification to the
      Contract reflecting that Paragraph III. ADDITIONAL
      OPERATIONS, pertained to all copies and not just those
      intended for mailing.

      Moreover the U.S. Government Printing Office had an
      obligation to inform my Client in a timely manner of the
      alleged ambiguity between the contract bid and the Invoices
      being submitted to the GPO.  To be informed of this matter
      after completion of the contract puts my client at a
      disadvantage.  Any such ambiguity should be resolved
      against the GPO.

   * * * * * * * * * *

See R4 File, Tab E (Kessel Letter, p. 2).  [Original emphasis.]

   9. The record discloses no further communication, either oral
   or written, between the parties regarding this dispute for
   seven months.  Then, on February 10. 1989, the Respondent
   wrote a "dunning" letter to the Appellant, which stated, in
   pertinent part:

      . . . [Y]our debt of $16,380.00, according to our records,
      has never been liquidated. . . .

      Due to the time period involved, it is imperative that
      immediate action be taken to settle this matter.  Please
      forward to us within 15 days of the date of this letter,
      the amount due, or if you have previously paid this debt,
      please send a copy of the front and back of the canceled
      check.  Otherwise, this debt will be referred to the
      Department of Justice for legal action. . . .

See R4 File, Tab E Letter (Letter from Joseph F. Johnson,
Operating Accountant to Mr. Robert Hyman, dated February 10,
1989).

   10. By letter dated February 21, 1989, Counsel for the
   Appellant responded to the above request by the Respondent for
   payment by referring to his letter of August 4, 1988, and
   indicating that the Contractor's position remained unchanged
   (R4 File, Tab G).

   11. On March 7, 1989, the Contracting Officer wrote a letter,
   expressly designated his "final decision," to the Appellant,
   which stated, in pertinent part:

      Our records do not indicate that there was any conversation
      with you and Dorothy Proctor, or any other employee of the
      Atlanta Printing Procurement Office prior to bid opening of
      Program 1446-s concerning any question on the
      specifications.

      Our specifications were explicit and required no
      clarification.  Therefore, I must conclude that B & B
      Reproductions has been overpaid on Program 1446-S by the
      amount of $16,380.00.

      Immediately upon receipt of this notice you must reimburse
      the Government in the amount of $16,380.00. . . .

See R4 File, Tab H.

   12. By letter dated March 23, 1989, the Appellant filed its
   timely appeal from the Contracting Officer's decision with the
   Board.

   II. ISSUES PRESENTED


      1. Do the terms of the Program 1446-S, taken as a whole,
      support the Contracting Officer's interpretation that the
      contract specifications were unambiguous and did not allow
      the Appellant to charge for folding and stitching
      operations on all newsletters at the additional rate?  Or,
      to the contrary, has the Contractor shown that the disputed
      specifications are ambiguous by advancing an interpretation
      falling within the "zone of reasonableness," thus entitling
      it to the benefit of the doctrine of contra proferentem,
      which construes ambiguous language against the drafter?

      2. Assuming that the contract unambiguously told potential
      bidders that the rate for additional folding and stitching
      would only apply to approximately 10 percent of the
      newsletters ordered, under the circumstances present in
      this case is the Respondent nonetheless estopped from
      recovering the overpayments made to the Appellant for
      folding and stitching operations on all publications?

   III. POSITIONS OF THE PARTIES15

   The Appellant opposes the Respondent's recoupment claim
   basically on two grounds.  First, the Contractor argues that
   the key contract provision in dispute-"ADDITIONAL OPERATIONS"-
   is ambiguous, and under settled principles the ambiguity must
   be resolved against GPO.  App. Brf., p. 4 (citing, American
   Agronomics Corp. v. Ross, 309 So.2d 582 (Fla.3d DCA 1975);
   Shaw v. Bankers Life Co., 213 So.2d 514 (Fla.3d DCA 1968)).
   Contending that the pricing specification at issue was not
   clear as to whether it included all folding and stitching
   operations, the Appellant believes that its interpretation
   that all folding operations were encompassed therein, and its
   bid conforming to that view, were reasonable under the
   circumstances.  App. Brf., pp. 4, 5; App. R. Brf., p. 2; RTSC,
   p. 4.  In that regard, the Contractor relies on the "TRIM
   SIZE" and "BINDING" specifications (R4 File, Tab A, pp. 4, 6),
   to support its position that the language of the "ADDITIONAL
   OPERATIONS" clause was intended to provide bidders with a
   compensation mechanism not only for the extra folding step
   required for the approximately 1,250 mailing copies per order,
   but for all folding and trimming operations involved in
   producing the newsletter as well.  App. R. Brf., p. 1.
   Furthermore, the Appellant states that since the Respondent
   withdrew its challenge to the charges for folding all
   newsletters on revised Invoice No. 8889, and thereafter paid
   the Contractor's vouchers billing for folding operations in
   the same way, the Government's conduct is tantamount to an
   admission that the Appellant's interpretation of the contract
   language is correct.16  App. Brf., pp. 4-5 (citing, Vans Agnew
   v. Ft. Myers Drainage District, 69 F.2d 244 (5th Cir. 1934),
   cert. denied, 292 U.S. 643 (1934); Fauld & Coleman
   Construction Co. v. B.B. McCormick & Sons, 151 F.Supp. 206
   (D.C. Fla. 1957)).

   Second, the Contractor contends that because it developed its
   bid on the advice of an ARPPO employee who said that the
   Appellant's interpretation of the contract would be confirmed
   by a subsequent contract modification, the Respondent should
   now be estopped from recovering the alleged overcharges which
   were billed with that understanding in mind.  RTSC, pp. 3, 4;
   Draft Report, p. 7.  The Appellant states that while, in
   retrospect, it should have not changed its bid structure,
   nonetheless it substantially rearranged its offer based on
   this conversation by shifting the cost of folding in the
   pricing schedule from "COMPLETE PRODUCT" to "ADDITIONAL
   OPERATIONS."  Draft Report, p. 12.  Accordingly, since the
   Respondent paid the folding and stitching charges billed by
   the Contractor pursuant to its successful offer, the Appellant
   believes that it is appropriate to apply the principles of
   equitable estoppel here, and deny the Government's recoupment
   claim.  Draft Report, p. 13.

   The Respondent, on the other hand, believes that there is
   nothing ambiguous about the disputed language of the contract.
   Contrary to the Appellant, GPO asserts that the contract's
   provisions are clear and susceptible of only one meaning.
   RTSC, p. 4.  In that regard, the Government contends that the
   "ADDITIONAL OPERATIONS" provision is intended to cover the
   extra costs for the folding and stitching of the approximately
   1,250 copies of the newsletters which were to be mailed.
   Draft Report, pp. 12-13.  The Respondent argues that its
   position is consonant with the "BINDING" specification of the
   contract which speaks in terms of folding all newsletters to
   9-1/2 x 12" and then folding the mailing copies, amounting to
   about 10 percent of the average order, a second time to 9-1/2
   x 6".  Draft Report, pp. 14, 17.  GP0 also contends that the
   cost of the folding operation which was common to all
   newsletters (9-1/2 x 12") should have been included in the
   pricing for "COMPLETE PRODUCT."  Draft Report, pp. 12-13, 17.

   As for the Appellant's estoppel argument, the Respondent first
   observes that there is no credible evidence to support the
   Contractor's assertion that it had a conversation with any
   ARPPO employee prior to bid opening about including all
   folding costs under "ADDITIONAL OPERATIONS," or that it was
   promised a contract modification if it won the contract.  Res.
   Brf., p. 5.  Indeed, the only two employees identified by the
   Appellant-Pace and Proctor-have expressly denied talking to
   the Contractor at any time about the matter, and indicated
   that they lacked authority to do anything about the
   Appellant's concerns in any event.17  Id.  See also, RTSC, pp.
   3-4; R4 File, Tabs D and F.  Secondly, GPO says that even if
   the pre-bid conversation took place, the Appellant cannot rely
   on any purported statements or commitments because neither
   Pace nor Proctor possessed the requisite authority to bind the
   Respondent.  Res. Brf. p. 6.  In that regard, GPO relies on
   "black letter" principles of Federal procurement law which
   hold that in order to bind the Government, the employees who
   act as its agents must have actual authority; apparent
   authority is insufficient.  Id. (citing, Robert P. Lewis, Sr.
   v. United States, 231 Ct.Cl. 799 (1982); Jackson v. United
   States, 216 Ct.Cl. 25, 41, n. 2, 573 F.2d 1189, 1197, n. 2
   (1978); Johnson, Drake & Piper, Inc., ASBCA Nos. 9824 and
   10199, 65-2 BCA  4,868).  As the Respondent observes, one of
   the essential elements of equitable estoppel is that the
   Government representative must be shown to have been acting
   within the scope of his or her authority specifically with
   regard to the matter in question.18  Id. (citing, Alabama
   Rural Fire Insurance Co. v. United States, 215 Ct.Cl. 442,
   458-59, 572 F.2d 727, 736 (1978); United States v. Fox Lake
   State Bank, 225 F.Supp. 723, 724 (N.D.Ill 1963), aff'd in part
   and rev'd in part, 366 F.2d 962 (7th Cir. 1966)).  Finally,
   the Respondent asserts that the doctrine of estoppel does not
   bar the Government from recovering erroneous overpayments.19
   Res. Brf., p. 7.  GPO contends that the Appellant is mistaken
   when it argues that estoppel prevents the Respondent from
   recouping overpayments on this contract once the contract was
   completed and all payments were made to Appellant, because the
   Government has an inherent common law right to set off any
   claim it has against a contractor.  Res. Brf., pp. 7-8
   (citing, United States v. Munsey Trust Co., 332 U.S. 234
   (1947); Gratiot v. United States, 40 U.S. 336 (1841); Taggert
   v. United States, 17 Ct.Cl. 322 (1881)).  This is particularly
   true in the case of illegal or erroneous payments.  Res. Brf.,
   p. 8 (citing, United States v. Wurts, 303 U.S. 414 (1938);
   Chorpenning v. United States, 94 U.S. 397 (1876); Stone v.
   United States, 286 F.2d 56 (8th Cir. 1961)).  Consequently,
   where, as here, a contractor receives erroneous payments, a
   contracting officer has a duty to recover the monies, even if
   final payment has already been made.  Res. Brf., p. 8.
   Accordingly, the Respondent asks the Board to deny the appeal
   and affirm the decision of the Contracting Officer.  Res.
   Brf., p. 9.

   IV. DISCUSSION20

   It is "black letter" law that the Government has an inherent
   right to recover erroneous or illegal overpayments.  See
   United States v. Wurts, supra, 303 U.S. at 415; Aetna Casualty
   & Surety Co. v. United States, 208 Ct. Cl. 515, 526 F.2d 1127
   (1975); Fansteel Metallurgical Corp. v. United States, 145 Ct.
   Cl. 496, 172 F.Supp. 268 (1959).  See also California
   Inflatables Co., ASBCA Nos. 45859, 45987, 94-2 BCA  26,877;
   Decision Science Consortium, Inc., IBCA No. 1651-2-83, 85-3
   BCA  18,350.  Indeed, because of the strong Government
   interest in recovering overpayments of public funds, a
   contracting officer has an affirmative duty to seek recoupment
   of such disbursements and those receiving the erroneous
   payments have a corresponding obligation to refund the money.
   See Merrick Business Forms, Inc., GPOCAB 6-81 (June 30, 1981),
   Sl. op. at 11, 1981 WL 95446 (where the contractor was
   erroneously paid more than it was entitled to under the
   contract, the appeals panel held that the contract was bound
   ex aequo et bono to pay reimburse the Government for the
   incorrect billing, and for it not to do so would have been
   unjust enrichment).21  See also Fansteel Metallurgical Corp.
   v. United States, supra, 145 Ct. Cl. at 500, 172 F.Supp. at
   270; Joan C. Morningstar et al., ASBCA Nos. 41820, 41821,
   41973-41990, 42031-42039, 42048, 42087, 42088, 42183, 42265,
   92-3 BCA  25,120, at 125,230 (citing DiSilvestro v. United
   States, 405 F.2d 150 (2d Cir. 1968); International Harvester
   Co., a Corporation v. United States, 169 Ct. Cl. 821, 342 F.2d
   432 (1965); Connecticut Reliance, Inc., ASBCA No. 33281, 89-2
   BCA  21,627; Burnett Electronics Laboratory, Inc., ASBCA No.
   23938, 80-2 BCA  14,619; ).  See also Affiliated Building
   Maintenance, ASBCA No. 28436, 85-1 BCA  17,863 (citing
   Foreman, Industries, Inc., ASBCA No. 23948, 80-2 BCA  14,501;
   A. Padilla Lighterage, Inc., ASBCA No. 17288, 75-1 BCA 
   11,406); Oakland Janitorial Services, ASBCA No. 30199, 85-2
   BCA  18,078 (citing Space Age Engineering, Inc., ASBCA No.
   22981, 80-2 BCA  14,701).  Furthermore, if unjust enrichment
   is to be avoided, it is no hinderance to recovery of payments
   by the Government that these were made pursuant to a
   contractual provision.  See Fansteel Metallurgical Corp. v.
   United States, supra, 145 Ct. Cl. at 501, 172 F.Supp. at 271;
   Joan C. Morningstar et al., supra, 92-3 BCA  25,120, at
   125,230 (citing Heidt v. United States, 56 F.2d 559 (5th Cir.
   1932), cert. denied, 287 U.S. 601, 53 S.Ct. 8, 77 L.Ed. 523
   (1933); J.W. Bateson Co., Inc. v. United States, 308 F.2d 510
   (5th Cir. 1962); Coral Petroleum, Inc., ASBCA No. 27888, 86-1
   BCA  18,533, at 93,106-07; Affiliated Building Maintenance,
   supra. 85-1 BCA  17,863, at 89,423.  Also cf. United States
   v. Systron-Donner Corp., 486 F.2d 249, 252 (9th Cir. 1973)
   (Government cannot recover in restitution if the contractor is
   not unjustly enriched).  These fundamental principles are
   unchallenged in this proceeding.

   Recoupment is a Government claim, however, and thus in this
   case the Respondent has the burden of proving that it is
   entitled to a refund of the money it says was erroneously paid
   to the Contractor.  See Bruce Krick, AGBCA No. 89-110-1, 93-1
   BCA  25,502, at 127,026; Leal Petroleum Corp., ASBCA No.
   36047, 92-1 BCA  24,719, at 123,380.  Indeed, the question of
   entitlement frames all of the issues in dispute.  In that
   regard, the parties are divided over: (1) whether the
   Appellant's charges for folding and stitching all newsletters
   and the Government's payment of the amounts so invoiced, is
   supported by general principles of contract interpretation;
   and (2) in any event, whether the Government should be
   estopped from recouping the alleged overpayments because its
   agents had misled the Contractor in the preparation of its
   bid.  Given this posture of the case, the Board's first task
   is to determine if the Respondent's voucher payments were, in
   fact, erroneous, and that depends on the meaning of the
   disputed contract language.  Clearly, if the Appellant's
   interpretation of the contract is correct, or at least within
   the "zone of reasonableness," then the payments were proper,
   and the Government's attempt to recover the alleged
   overcharges was unwarranted.  On the other hand, if the
   meaning ascribed to the specifications at issue by the
   Contractor is incorrect or unreasonable, then GPO could recoup
   the erroneous payments.

   From its careful review of the documentary record and the
   parties' briefs, the Board has reached the following
   conclusions:

      A. Contrary to the Appellant's belief, the disputed
      "ADDITIONAL OPERATIONS" provision is not ambiguous, and
      when properly interpreted does not authorize charges for
      folding and stitching all of the newsletters produced under
      the contract.

   From the outset, this dispute has centered on the "ADDITIONAL
   OPERATIONS" specification in the contract.  In a nutshell, the
   Appellant's position has been that the contract provision is
   vague and ambiguous, while the Respondent has insisted
   throughout that the language in the specification is "as clear
   as a bell."  See RTSC, p. 4; Draft Report, pp. 12-13, 14, 77;
   App. Brf., pp. 4, 5; App. R. Brf., p. 2.  The ambiguity issue
   arises because the Appellant says that the "ADDITIONAL
   OPERATIONS" provision, when read in conjunction with the "TRIM
   SIZE" and "BINDING" specifications, allows it to charge for
   the extra folding step on all newsletters produced, not just
   the approximately 1,250 mailing copies.  See RTSC, p. 4;  App.
   R. Brf., pp. 1, 4; App. R. Brf., p. 2.  The Respondent, on the
   other hand, believes that the contract language is not
   ambiguous, but rather has only one meaning, namely, that when
   the "BINDING" specification is taken into consideration, the
   "ADDITIONAL OPERATIONS" clause merely covers the extra costs
   for the folding and stitching of the approximately 1,250
   mailing copies of the newsletters; i.e., about 10 percent of
   the average order.  See RTSC, p. 4; Draft Report, pp. 12-13,
   14, 17.  Since the parties have drawn different meanings from
   the disputed specification, the Board's task is simple-it must
   decide which of the two conflicting interpretations is
   correct, or whether both readings may be reasonably derived
   from the contract terms; in other words, is the contract
   ambiguous?  As the parties recognize, the answer to that
   question  essentially involves an interpretation of the
   contract by the Board.22  See Professional Printing of Kansas,
   Inc., GPO BCA 02-93 (May 19, 1995), Sl. op. at 46; Web I,
   supra, Sl. op. at 16-17; McDonald & Eudy Printers, Inc., GPO
   BCA 25-92 (April 11, 1994), Sl. op. at 13, 1994 WL 275093;
   Shepard Printing, GPO BCA 37-92 (January 28, 1994), Sl. op. at
   15-16, 1994 WL 275098.

   The focus of inquiry in this case is confined to the contract
   itself.  See Professional Printing of Kansas, Inc., supra, Sl.
   op. at 46; Web I, supra, Sl. op. at 17; Universal Printing
   Co., supra, Sl. op. at 26, fn. 27, 1994 WL 377586; RD Printing
   Associates, Inc., supra, Sl. op. at 9, 13, fns. 9 and 15; B.
   P. Printing and Office Supplies, GPO BCA 14-91 (August 10,
   1992), Sl. op. at 15, 1992 WL 382917.  Therefore, certain
   legal principles should be kept in mind at the outset.  First,
   when the parties confront the Board with two different
   interpretations of the same contract language they raise the
   possibility that the specifications may be ambiguous.  See
   Professional Printing of Kansas, Inc., supra, Sl. op. at 47;
   McDonald & Eudy Printers, Inc., supra, Sl. op. at 13; R.C.
   Swanson Printing and Typesetting Co., supra, Sl. op. at 41.
   Second, contractual language is ambiguous if it will sustain
   more than one reasonable interpretation.23  See Professional
   Printing of Kansas, Inc., supra, Sl. op. at 47; Web I, supra,
   Sl. op. at 17; R.C. Swanson Printing and Typesetting Co.,
   supra, Sl. op. at 41, fn. 22; General Business Forms, Inc.,
   supra, Sl. op. at 16.  See also Neal & Co. v. United States,
   19 Cl. Ct. 463, 471 and fn. 4 (1990), aff'd 945 F.2d 385 (Fed.
   Cir. 1991); Edward R. Marden Corp. v. United States, 803 F.2d
   701, 705 (Fed. Cir. 1986); Sun Shipbuilding & Drydock Co. v.
   United States, 183 Ct. Cl. 358, 372 (1968).  Third, in
   analyzing disputed contract language, the courts and contract
   appeals boards place themselves in the shoes of a reasonably
   prudent and intelligent contractor, and give the language of
   the contract that meaning which such a person acquainted with
   the circumstances surrounding the contract would give it.  See
   Professional Printing of Kansas, Inc., supra, Sl. op. at 47;
   McDonald & Eudy Printers, Inc., supra, Sl. op. at 14; General
   Business Forms, Inc., supra, Sl. op. at 18 (citing, Salem
   Engineering and Construction Corp. v. United States, 2 Cl. Ct.
   803, 806 (1983)).  See also Norcoast Constructors, Inc. v.
   United States, 196 Ct. Cl. 1, 9, 448 F.2d 1400, 1404 (1971);
   Firestone Tire and Rubber Co. v. United States, 195 Ct. Cl.
   21, 30, 444 F.2d 547, 551 (1971).

   A dispute over contract language is not resolved simply by a
   decision that an ambiguity exists-it is also necessary to
   determine whether the ambiguity is latent or patent.  Courts
   will find a latent ambiguity where the disputed language,
   without more, admits of two different reasonable
   interpretations.24  See Professional Printing of Kansas, Inc.,
   supra, Sl. op. at 48; Web I, supra, Sl. op. at 18; Fry
   Communications, Inc./InfoConversion Joint Venture v. United
   States, supra, 22 Cl.Ct. at 503 (citing, Edward R. Marden
   Corp. v. United States, supra, 803 F.2d at 705); R.C. Swanson
   Printing and Typesetting Co., supra, Sl. op. at 41, fn. 22.
   On the other hand, a patent ambiguity would exist if the
   contract language contained a gross discrepancy, an obvious
   error in drafting, or a glaring gap, as seen through the eyes
   of a "reasonable man" on an ad hoc basis.25  See Professional
   Printing of Kansas, Inc., supra, Sl. op. at 48; Web I, supra,
   Sl. op. at 19; Fry Communications, Inc./ InfoConversion Joint
   Venture v. United States, supra, 22 Cl. Ct. at 504 (citing,
   Max Drill, Inc. v. United States, 192 Ct. Cl. 608, 626, 427
   F.2d 1233, 1244 (1970); WPC Enterprises, Inc. v. United
   States, 163 Ct. Cl. 1, 6 (1963)); General Business Forms,
   Inc., supra, Sl. op. at 17 (citing, Enrico Roman, Inc. v.
   United States, supra, 2 Cl. Ct. at 106).

   However, the rules governing ambiguous contract language come
   into play only if the meaning of the disputed terms are not
   susceptible to interpretation through the usual rules of
   contract construction.  See Professional Printing of Kansas,
   Inc., supra, Sl. op. at 48; Web I, supra, Sl. op. at 19;
   McDonald & Eudy Printers, Inc., supra, Sl. op. at 16; Shepard
   Printing, supra, Sl. op. at 19; R.C. Swanson Printing and
   Typesetting Co., supra, Sl. op. at 42.  The most basic
   principle of contract construction is that the document should
   be interpreted as a whole.26  See Professional Printing of
   Kansas, Inc., supra, Sl. op. at 49; Web I, supra, Sl. op. at
   19-20; General Business Forms, Inc., supra, Sl. op. at 16.
   See also Hol-Gar Manufacturing Corp. v. United States, supra,
   169 Ct. Cl. at 388, 351 F.2d at 975.  Hence, all provisions of
   a contract should be given effect and no provision is to be
   rendered meaningless.  See Professional Printing of Kansas,
   Inc., supra, Sl. op. at 49-50; Web I, supra, Sl. op. at 20;
   General Business Forms, Inc., supra, Sl. op. at 16 (citing,
   Raytheon Co. v. United States, 2 Cl. Ct. 763 (1983)).  See
   also, Pacificorp Capital, Inc. v. United States, supra, 25 Cl.
   Ct. at 716; Fortec Constructors v. United States, supra, 760
   F.2d at 1292; United States v. Johnson Controls, Inc., 713
   F.2d 1541, 1555 (Fed. Cir. 1983); Jamsar, Inc. v. United
   States, 442 F.2d 930 (Ct.Cl. 1971); Grace Industries, Inc.,
   ASBCA No. 33553, 87-3 BCA  20,171;  In other words, a
   contract should be interpreted in a manner which gives meaning
   to all of its parts and in such a fashion that the provisions
   do not conflict with each other, if this is reasonably
   possible.  See Professional Printing of Kansas, Inc., supra,
   Sl. op. at 50; Web I, supra, Sl. op. at 20.  Accord, Granite
   Construction Co. v. United States, 962 F.2d 998 (Fed. Cir.
   1992); B. D. Click Co. v. United States, 614 F.2d 748 (Ct.Cl.
   1980).  An interpretation which gives a reasonable meaning to
   all parts of a contract will be preferred to one which leaves
   a portion of it "useless, inexplicable, inoperative, void,
   insignificant, meaningless, superfluous, or achieves a weird
   and whimsical result."27  See Gould, Inc. v. United States,
   935 F.2d 1271, 1274 (Fed. Cir. 1991) (quoting, Arizona v.
   United States, 216 Ct. Cl. 221, 235-36, 575 F.2d 855, 863
   (1978)).  See also, ITT Arctic Service, Inc. v. United States,
   207 Ct. Cl. 743, 752, 524 F.2d 680, 684 (1975) (contract
   interpretation should be "without twisted or strained out of
   context analysis [and without] regard to the subjective
   unexpressed intent of one of the parties. . .").

   In interpreting the disputed language here, the parties have
   staked out positions for all practical purposes at opposite
   ends of the spectrum-from the Appellant's "all newsletters"
   theory to the Respondent's view that "just the mailing copies"
   (10 percent of each production run at most), are encompassed
   by the "ADDITIONAL OPERATIONS" language.  As emphasized above,
   however, for an ambiguity to exist the differing
   interpretations of the contract language must be reasonable.
   See Professional Printing of Kansas, Inc., supra, Sl. op. at
   47; Web I, supra, Sl. op. at 17; R.C. Swanson Printing and
   Typesetting Co., supra, Sl. op. at 41, fn. 22; General
   Business Forms, Inc., supra, Sl. op. at 16.  Against that
   standard, the Appellant's "all newsletters" interpretation is
   so tortured and unreasonable that the Board cannot imagine any
   self-respecting contracting officer agreeing to such an absurd
   proposition.  See Professional Printing of Kansas, Inc.,
   supra, Sl. op. at 51.  Consequently, if for no other reason,
   it must be rejected on that basis alone.  See, Gould, Inc. v.
   United States, supra, 935 F.2d at 1274; Arizona v. United
   States, supra, 216 Ct. Cl. at 235-36, 575 F.2d at 863 (1978).

   An examination of all the provisions of this contract reveals
   a very clear and specific production scheme.  In that regard,
   the specifications which are relevant to this appeal tell us
   that: (1) each NASA order will require production of 12,000
   newsletters, on average ("QUANTITY" specification); (2) all
   newsletters will be 9-1/2" x 12" ("TRIM SIZE" and "BINDING"
   specifications); (3) approximately 1,250 copies will be
   specially prepared for mailing and have a "Postage and Fees
   Paid" mailing indicia printed on the last page ("PRINTING"
   specification); and (4) while all newsletters will be folded
   and trimmed to 9-1/2" x 12", the approximately 1,250 mailing
   copies will receive a second fold to 9-1/2" x 6" and stitched
   one time along the 9-1/2" edge ("BINDING" specification) (R4
   File, Tab A, pp. 4, 6).  Against these provisions, potential
   bidders were asked to submit, inter alia, one price covering
   all production costs for the complete production and
   distribution of the newsletters ("COMPLETE PRODUCT"), and
   another for the extra folding and stitching operation
   ("ADDITIONAL OPERATIONS") (R4 File, Tab A, p. 11, 12).

   It seems to the Board that the entire framework of the
   parties' contract shows that the disputed "ADDITIONAL
   OPERATIONS" provision is narrowly tailored and of limited
   effect.  Thus, when properly read, the contract says that of
   the 12,000 copies of the newsletter comprising the typical
   NASA order, about 10 percent (1,250 newsletters) will be
   produced for mailing, which will require an extra fold and a
   stitch on those copies only.  Consequently, in submitting
   their offers, potential bidders were expected to provide the
   Government with an overall price for the cost of producing and
   distributing the newsletters, but to submit a separate price
   for the cost of preparing 10 percent of the orders for
   mailing.  Indeed, there is no hidden meaning in the
   "ADDITIONAL OPERATIONS" pricing instructions-it plainly says
   that "[p]rices quoted shall include the cost of all required
   materials and operations necessary for folding from 9-1/2 x
   12" to 9-1/2 x 6" and stitching with one wire stitch."  Thus,
   for the Appellant to say that the language in "ADDITIONAL
   OPERATIONS" provision is ambiguous, and that it can be
   interpreted to include that all folding and trimming
   operations involved in producing the newsletter, is to "twist
   or strain" the plain meaning of the words "out of context" and
   achieve a result which is "weird and whimsical."  See Gould,
   Inc. v. United States, supra, 935 F.2d at 1274; Arizona v.
   United States, supra, 216 Ct. Cl. at 235-36, 575 F.2d at 863;
   ITT Arctic Service, Inc. v. United States, supra, 207 Ct. Cl.
   at 752, 524 F.2d at 684.  In effect, the Contractor's
   interpretation of "ADDITIONAL OPERATIONS" saps that pricing
   instruction of all meaning in the context of the contract, and
   reminds the Board of an old sports maxim which states that:
   "If everyone is an all-star, no one is an all-star."
   Translating that adage to this case, if, as the Appellant
   suggests, all folding, trimming and stitching is encompassed
   by the "ADDITIONAL OPERATIONS" provision, then there are no
   "additional" operations for those tasks, and the disputed
   language becomes mere surplusage as a pricing mechanism.  In
   short, the Contractor's interpretation effectively and
   impermissibly reads the "ADDITIONAL OPERATIONS" pricing
   instruction out of the contract.  See Professional Printing of
   Kansas, Inc., supra, Sl. op. at 53 (citing DWS, Inc., Debtor-
   in-Possession, ASBCA No. 29743, 93-1 BCA  25,404, at 126,540;
   Falcon Jet Corp., DOT CAB No. 78-32, 82-1 BCA  15,477, at
   76,693).

   The Respondent's interpretation of the contract, on the other
   hand, relies on the "BINDING" specification exclusively to
   anchor its view that the charge for the 9-1/12" x 12" fold
   (which was common to all newsletters) should have been
   included in the "COMPLETE PRODUCT" price, while only the cost
   of the extra 9-1/2" x 6" fold and stitch required for mailing
   approximately 10 percent of the average order should have been
   figured under "ADDITIONAL OPERATIONS."  GPO's reading is in
   complete harmony with the basic principle that an agreement
   should be interpreted as a whole, without negating the
   language of any part of the contract.  Accordingly, the Board
   finds that the Government's interpretation of the contract is
   the only reasonable interpretation of the contract read as a
   whole, and the only one which the disputed language will
   support.  When a contract admits to only one construction, it
   is not ambiguous.  See Professional Printing of Kansas, Inc.,
   supra, Sl. op. at 54; Web I, supra, Sl. op. at 21; R.C.
   Swanson Printing and Typesetting Co., supra, Sl. op. at 43-48.
   See also, Rainbow Construction Co., Inc., AGBCA No. 87-370-1,
   92-3 BCA  25,130 at 125,287 (citing International Business
   Investments, Inc. v. United States, 17 Cl.Ct. 122 (1989),
   aff'd, 895 F.2d 1421 (Fed. Cir. 1990); G.M. Shupe, Inc. v.
   United States, 5 Cl.Ct. 662, 704 (1984)); Falcon Jet Corp.,
   supra, 82-1 BCA at 76,693 (citing Martin Lane Co. v. United
   States, 193 Ct. Cl. 203 (1970); General Dynamics Corp., DOT
   CAB 76-29, 79-1 BCA  13,858).
         B. Under the circumstances of this case, the Respondent
         is not estopped from recovering the overpayments
         erroneously made to the Appellant.

   The Appellant's estoppel defense relies on two primary
   contentions: (1) its bid structure, which shifted the cost of
   folding from "COMPLETE PRODUCT" to "ADDITIONAL OPERATIONS,"
   was based on the pre-award advice of an ARPPO employee who
   agreed with the Contractor's interpretation of the contract
   and promised to modify the agreement after award; and (2) GPO
   withdrew its initial objection to the Appellant's billing for
   folding and stitching as "ADDITIONAL OPERATIONS" on Print
   Order 60110,28 and continued to pay for those operations at
   the higher rate over the rest of the contract term.  See RTSC,
   pp. 3, 4; Draft Report, pp. 7, 12-13.  The Respondent, on the
   other hand, resists estoppel in this case by essentially
   interposing two "black letter" principles of Government
   contract law: (1) in order to estop the Government it must be
   shown that its agent was acting within the scope of his or her
   actual authority on the matter at issue; and (2) in any event,
   estoppel cannot be asserted against the Government's inherent
   right to recoup illegal or erroneous overpayments either by
   set off or otherwise.  Res. Brf., pp. 5-8.  It was apparent to
   the Board at the prehearing conference on June 26, 1990, that
   the Appellant's understanding of estoppel is derived from
   private sector commercial practice.  However, as the Board
   indicated at that meeting, the law of estoppel is different
   where a contractor is dealing with the Government.  Draft
   Report, pp. 7, 14-15.  See Office of Personnel Management v.
   Richmond, 496 U.S. 414, 419-20, 110 S.Ct. 2465, 2469, 100
   L.Ed.2d 387 (1990) ("From our earliest cases, we have
   recognized that equitable estoppel will not lie against the
   Government as it lies against private litigants."  Citing Lee
   v. Munroe & Thornton, 7 Cranch 366, 3 L.Ed. 373 (1813); The
   Floyd Acceptances, 7 Wall. 666, 19 L.Ed. 169 (1869); Utah
   Power & Light Co. v. United States, 243 U.S. 389, 408-409, 37
   S.Ct. 387, 391, 61 L.Ed. 791 (1947); Federal Crop Insurance
   Corp. v. Merrill, 332 U.S. 380, 68 S.Ct. 1, 92 L.Ed. 10
   (1947)); Heckler v. Community Health Services of Crawford
   County, 467 U.S. 51, 60-61, 104 S.Ct. 2218, 2224, 81 L.Ed.2d
   42 (1984) ("When the Government is unable to enforce the law
   because the conduct of its agents has given rise to an
   estoppel, the interest of the citizenry as a whole in
   obedience to the rule of law is undermined.  It is for this
   reason that it is well settled that the Government may not be
   estopped on the same terms as any other litigant."  Citing
   Immigration and Naturalization Service v. Hibi, 414 U.S. 5, 8,
   94 S.Ct. 19, 21, 38 L.Ed.2d 7 (1973) (per curiam); Federal
   Crop Insurance Corp. v. Merrill, 332 U.S. 380, 383, 68 S.Ct.
   1, 2, 92 L.Ed. 10 (1947)).  In this case, the Respondent has
   correctly stated the principles relating to Government
   estoppel, and when applied to the facts of this case they
   support its position.29

   Estoppel is an equitable doctrine invoked to avoid injustice
   in particular cases, and the party claiming its benefit must
   have relied on its adversary's conduct "in such manner as to
   change his position for the worse."  Heckler v. Community
   Health Services of Crawford County, 467 U.S. 51, 59, 104 S.Ct.
   2218, 2223, 81 L.Ed.2d 42 (1984); USA Petroleum Corp. v.
   United States, 821 F.2d 622, 625 (Fed. Cir. 1987); Flag Real
   Estate, Inc., HUD BCA No. 84-899-C14, 88-3 BCA  20,866, at
   105,517.  See also John Cibinic, Jr. & Ralph C. Nash, Jr.,
   Administration of Government Contracts, 3d Ed. (1995), The
   George Washington University, Washington, DC, p. 69 ("Estoppel
   is a concept that prohibits a party from escaping liability
   for statements, actions, or inactions if they have been relied
   on by the other party.") (hereinafter Cibinic & Nash).30
   Estoppel arises when the following four conditions are met:
   (a) the Government knows or has reason to know the facts; (b)
   the Government either intends that its conduct or statements
   be acted upon or acts in such a manner as to give the
   contractor that impression; (c) the contractor must not have
   knowledge of the true facts known by the Government; and (d)
   the contractor detrimentally relies on the Government's
   conduct or statements.  See Castillo Printing Co., GPO BCA
   10-90 (May 7, 1991), Sl. op. at 46, fn. 30, reconsid. denied,
   GPO BCA 10-90 (March 30, 1992) (citing, American Electronic
   Laboratories, Inc. v. United States, 774 F.2d 1110, 1113 (Fed.
   Cir. 1985); Emeco Industries, Inc. v. United States, supra,
   202 Ct. Cl. 1006, 485 F.2d at 657); Professional Printing of
   Kansas, Inc., supra, Sl. op. at 33, fn. 48 (citing Heckler v.
   Community Health Services of Crawford County, supra; OAO Corp.
   v. United States, 17 Cl. Ct. 91, 104 (1989); Granite
   Construction Co., ENG BCA No. 4642, 89-3 BCA  21,946, at
   110,395 (1989)).  See also Jana, Inc. v. United States, 936
   F.2d 1265, 1270 (Fed. Cir. 1991); USA Petroleum Corp. v.
   United States, supra, 821 F.2d at 625; American National Bank
   and Trust Co. of Chicago v. United States, 23 Cl. Ct. 542, 549
   (1991); Colorado State Bank of Walsh v. United States, 18 Cl.
   Ct. 611, 633 (1989), aff'd, 904 F.2d 45 (Fed. Cir. 1987);
   Hazeltine Corp. v. United States, 10 Cl.Ct. 417, 442 (1986),
   aff'd, 820 F.2d 1190 (Fed. Cir. 1987); Pacific Gas & Electric
   Co. v. United States, 3 Cl. Ct. 329, 340 (1983); Taylor & Sons
   Equipment Co., ASBCA No. 34675, 89-2 BCA  21,584, at 108,680;
   Embarcadero Center, Ltd., supra, 89-1 BCA  21,362, at
   107,681-82; Flag Real Estate, Inc., supra, 88-3 BCA  20,866,
   at 105,518.  Whether or not these four elements have been
   satisfied is a question of fact.31  See Professional Printing
   of Kansas, Inc., supra, Sl. op. at 33, fn. 48 (citing
   Tidewater Equipment Co. v. Reliance Insurance Co., 650 F.2d
   503, 506 (4th Cir. 1981)).  However, before these estoppel
   elements can come into play, the contractor must first show
   that: (1) the Government representative whose statements or
   conduct forms the basis for the estoppel was acting within the
   scope of his or her authority; and (2) the Government was
   acting in its proprietary capacity rather than its sovereign
   capacity.  See Castillo Printing Co., supra, Sl. op. at 43
   (citing, Gordon Woodroffe Corp. v. United States, 122 Ct.Cl.
   723, 104 F.Supp. 984 (1952); Federal Crop Insurance Corp. v.
   Merrill, supra); Professional Printing of Kansas, Inc., supra,
   Sl. op. at 34, fn. 50 (citing Manloading & Management
   Associates, Inc. v. United States, supra; Federal Crop
   Insurance Corp. v. Merrill, supra).  See also United States v.
   Georgia-Pacific Co., 421 F.2d 92 (9th Cir. 1970).  Once these
   threshold requirements are met, the normal common law rules of
   estoppel apply.  See Burnside-Ott Aviation Training Center,
   Inc. v. United States, supra, 985 F.2d at 1581.

   The burden of proof in Government estoppel cases is on the
   contractor, and it is a substantial one.  See Haber v. United
   States, 17 Cl. Ct. 496 (1989), aff'd, 904 F.2d 45 (1990).  See
   also Heckler v. Community Health Services of Crawford County,
   supra, 467 U.S. at 61, 104 S.Ct. at 2224 ("heavy burden").
   Setting aside the "sovereign capacity" question, the
   contractor's burden with regard to the authority of the
   Government agent is to establish that the representative had
   actual authority to act; e.g., to make or modify a contract-
   apparent authority will not suffice.32  See Printing Corp. of
   the Americas, Inc., GPO BCA 14-84 (January 28, 1985), Sl. op.
   at 11, 1985 WL 154851.  See also Heckler v. Community Health
   Services of Crawford County, supra, 467 U.S. at 63, 104 S.Ct.
   at 2225, fn. 17; Federal Crop Insurance Corp. v. Merrill,
   supra, 332 U.S. at 384, 68 S.Ct. at 3; Shearin v. United
   States, 25 Cl. Ct. 294, 297 (1992); Johnson v. United States,
   supra, 15 Cl. Ct. at 174; Hazeltine Corp. v. United States,
   supra, 10 Cl. Ct. at 440; Radioptics, Inc. v. United States,
   223 Ct. Cl. 594, 612, 621 F.2d 1113, 1123 (1980); Thanet Corp.
   v. United States, 219 Ct. Cl. 75, 85, 591 F.2d 629, 635
   (1979); Housing Corp. of America v. United States, 199 Ct. Cl.
   705, 711, 468 F.2d 922, 925 (1972).  Stated otherwise, an
   estoppel against the Government cannot be based on the
   unauthorized actions or misrepresentations of its agents, or
   acts beyond the scope of their authority.33  See Printing
   Corp. of the Americas, Inc., supra, Sl. op. at 11.  See also
   Howard v. United States, 31 Fed. Cl. 297 (1994); New America
   Shipbuilders, Inc. v. United States, 15 Cl. Ct. 141 (1988);
   aff'd, 871 F.2d 1077 (Fed.Cir. 1989); Shearin v. United
   States, supra; Hoskins Lumber Co., Inc. v. United States,
   supra; American National Bank and Trust Co. of Chicago v.
   United States, supra; Prestex, Inc. v. United States, supra.
   As the Supreme Court has noted: "[t]his is consistent with the
   general rule that those who deal with the Government are
   expected to know the law and may not rely on the conduct of
   Government agents contrary to law."  See Heckler v. Community
   Health Services of Crawford County, supra, 467 U.S. at 63, 104
   S.Ct. 2225.  It is upon this rock that the Contractor's
   estoppel argument founders.

   In this case, the Appellant had the burden of showing that on
   April 14, 1988, as alleged, it had a conversation with either
   Pace, Proctor, or some other ARPPO employee specifically
   identified by the Contractor, about how to charge for folding
   and stitching the newsletters.  The Appellant also had to show
   that the employee to whom it spoke had the authority to
   confirm its interpretation of the contract that all such costs
   should be included under "ADDITIONAL OPERATIONS," and to
   modify the contract accordingly.  The Contractor has done
   neither.  Even assuming arguendo that there was a pre-bid
   conversation concerning the appropriate way to account for
   folding and stitching costs, the Appellant has not presented
   any proof whatsoever that it dealt with some ARPPO employee
   who had responsibility for the contract in question or the
   authority to bind the Respondent with respect to the issues
   raised by the Contractor.  Perhaps even more telling, inasmuch
   as Pace and Proctor have denied the Appellant's claim that it
   spoke one of them on that occasion, see R4 File, Tabs D and F;
   Draft Report, p. 13, the Contractor's failure to specifically
   identify the ARPPO employee involved raises the same doubt in
   the Board's mind that it did in the Respondent's, about
   whether the conversation ever took place at all.  Res. Brf.,
   p. 5.  In any event, even if the Appellant did talk to either
   Pace or Proctor, neither of them, by their own admission,
   possessed the requisite authority to deal with the contract
   matters raised by the Contractor.  Finally, without the
   "promised" contract modification or some other writing in the
   record, the Appellant's case is reduced to a claim of reliance
   on oral advice from an ARPPO employee, which can never support
   an estoppel against the Government.  See Heckler v. Community
   Health Services of Crawford County, supra, 467 U.S. at 65, 104
   S.Ct. at 2226-27; Prestex, Inc. v. United States, supra, 3 Cl.
   Ct. at 379.  See also Fletcher v. United States, 14 Cl. Ct.
   776 (1988); Eastern Marine, Inc. v. United States, 5 Cl. Ct.
   34 (1984), aff'd in part, rev'd in part, 765 F.2d 158 (Fed.
   Cir. 1985); Flag Real Estate, Inc., supra, 88-3 BCA  20,866,
   at 105,517 (absence of written contract modification tended to
   show that no modification had been agreed to orally).  Thus,
   as explained by the Supreme Court in Heckler:

      The appropriateness of respondent's reliance is further
      undermined because the advice it received from Travelers
      was oral.  It is not merely the possibility of fraud that
      undermines our confidence in the reliability of official
      action that is not confirmed or evidence by a written
      instrument.  Written advice, like a written judicial
      opinion, requires its author to reflect about the nature of
      the advice that is given to the citizen, and subjects that
      advice to the possibility of review, criticism, and
      reexamination.  The necessity for ensuring that government
      agents stay within the lawful scope of their authority, and
      that those who seek public funds act with scrupulous
      exactitude, argues strongly for the conclusion that an
      estoppel cannot be erected on the basis of the oral advice
      that underlay respondent's cost reports.


See Heckler v. Community Health Services of Crawford County,
supra, 467 U.S. at 65, 104 S.Ct. at 2226-27.

   Under GPO's regulations, the only person authorized to enter
   into, administer and terminate contracts, and to make related
   determinations and findings, and who therefore could have done
   something about the Appellant's concerns, is the Contracting
   Officer.34  See, PPR, Chap. I, Sec. 2 (Definition of
   "Contracting Officer"), Sec. 3,  2(d) (Procurement Authority-
   Contracting Officers).  See also RD Printing Associates, Inc.,
   supra, Sl. op. at 10, fn. 11 (in "direct deal" arrangements,
   the Contracting Officer retains authority to interpret the
   contract); Castillo Printing Co., supra, Sl. op. at 48.
   However, the Appellant has not alleged that it spoke to the
   Contracting Officer about how to bill for folding and
   stitching under the contract, and there is nothing in the
   record to indicate that the Contracting Officer delegated his
   authority to deal with the Contractor to any ARPPO employee.
   See Professional Printing of Kansas, Inc., supra, Sl. op. at
   34, fn. 50 (Contract Administrator).  Accord American
   Electronic Laboratories, Inc. v. United States, supra, 774
   F.2d at 1115-16 (Technical Representatives); Max Drill, Inc.
   v. United States, supra, 192 Ct. Cl. at 625, 427 F.2d at 1243
   (Technical Representative who also designed the project).35
   Compare, Prestex, Inc. v. United States, supra, 3 Cl. Ct. at
   380 (Procurement Agent was not a technical representative of
   the contracting officer, nor was she the designer of the
   underlying project, and her promise did not involve the
   interpretation of an ambiguous provision in the contract but
   rather attempted to vary a specific term in the written
   agreement).  Similarly, the record is devoid of evidence to
   show that the Contracting Officer ratified any unauthorized
   act or commitment by an ARPPO employee relating to the
   Appellant.  See Castillo Printing Co., supra, Sl. op. at 44,
   fn. 27.  Accord California Sand & Gravel, Inc. v. United
   States, 22 Cl. Ct. 19, 27 (1990), aff'd, 937 F.2d 624 (Fed.
   Cir. 1991); Durocher Dock & Dredge, Inc., ENG BCA No. 5768,
   91-3 BCA  24,145; Tymeshare, PSBCA No. 206, 76-2 BCA 
   12,218.  Cf., Allen Wayne, Ltd., GPO 6-87 (November 20, 1987)
   Sl. op. at 11, 12, fn. 1, 1987 WL 228973 (acquiescence found).
   When all is said and done, the Appellant has failed to
   demonstrate that the Contracting Officer, or some other ARPPO
   employee with delegated authority to act on his behalf,
   subscribed to its view that the contract's "ADDITIONAL
   OPERATIONS" provision was the proper pricing mechanism for all
   folding and stitching operations, and agreed to modify the
   contract to that effect.  Thus, on this record, the
   Contractor's case is essentially a collection of unverified
   assertions amounting to little more than argument, which
   standing alone cannot substitute for proof.  Cf. Reese
   Manufacturing, Inc., ASBCA No. 35144, 88-1 BCA  20,358.
   Indeed, the Board has never allowed such unsubstantiated
   contentions to form the basis for recovery.  See Hurts
   Printing Co., Inc., GPO BCA 27-92 (January 21, 1994), Sl. op.
   at 29, 1994 WL 275098; Printing Unlimited, GPO BCA 21-90
   (November 30, 1993), Sl. op. at 12, 1993 WL 516844; Banta Co.,
   GPO BCA 3-91 (November 18, 1993), Sl. op. at 52, 1993 WL
   526919; Stephenson, Inc., supra, Sl. op. at 57, 1991 WL
   439269; Fry Communications, Inc./InfoConversion Joint Venture,
   GPO BCA No. 9-85, Decision on Remand (August 5, 1991), Sl. op.
   at 33, fn. 31,  (citing, Fry Communications,
   Inc./InfoConversion Joint Venture v. United States, supra, 22
   Cl.Ct. at 510).  Accord Singleton Contracting Corp., GSBCA No.
   8548, 90-2 BCA  22,748; Tri-State Services of Texas, Inc.,
   ASBCA No. 38019, 89-3 BCA  22,064)); Gemini Services, Inc.,
   ASBCA No. 30247, 86-1 BCA  18,736.  Accordingly, because the
   Appellant has failed to carry its burden of proving that the
   ARPPO employee to whom it spoke, whoever that might have been,
   had actual authority to act on behalf of the Government, its
   estoppel defense cannot cross the threshold established by
   law.  See Singer Co., Librascope Division, ASBCA No. 17604,
   75-2 BCA  11,401, at 54,288, aff'd, 217 Ct. Cl. 225, 576 F.2d
   905 (1978)

   Although further discussion of the application of estoppel is
   rendered unnecessary by the above ruling, the Board feels
   compelled to say something about the second ground raised by
   the Appellant in this case.  In that regard, the Contractor
   believes that the Respondent's attempt to recover the
   erroneous overpayments is unfair because GPO withdrew its
   initial objection to the Appellant's billing method and
   continued to pay for all folding and stitching operations at
   the "ADDITIONAL OPERATIONS" rate for the remainder of the
   contract.  In essence, the Contractor's contention relates to
   the fourth element of estoppel; i.e., detrimental reliance on
   the Government's conduct or statements.  However, even if the
   Appellant had managed to pass the threshold test for estoppel,
   the Board would still have dismissed its claim because such a
   reliance argument is totally without merit in the context of
   this case.

   First, the Board's decision on the "ambiguity" question,
   holding that the "ADDITIONAL OPERATIONS" provision only
   covered the extra folding and stitching required on the
   mailing copies of the newsletter, effectively invalidated any
   payments made to the Appellant under that pricing mechanism
   for folding, trimming and stitching all copies of the
   publication on the ground that they were erroneous.
   Consequently, the Respondent had a legal right to recover all
   monies paid to the Contractor over and above the amount due
   for that additional folding and stitching step.  See RD
   Printing Associates, supra, Sl. op. at 36, fn. 34 ("However,
   the Board does note its agreement with the Respondent that, as
   a general rule, the Government is not estopped from rectifying
   an earlier error in contract administration and may recover
   funds erroneously paid.  Citing, United States v. Ulvedale,
   372 F.2d 31, 35 (8th Cir. 1967); Assignees for the Benefit of
   Creditors of A. Hoen & Co., Inc., GPOCAB Panel 9-82 (October
   21, 1983), Sl. op. at 4-5, aff'd sub nom., Tatelbaum v. United
   States, 10 Cl.Ct. 207 (1986)).  See also United States v.
   Wurts, supra; 303 U.S. at 415; American National Bank and
   Trust Co. of Chicago v. United States, supra, 23 Cl. Ct. at
   550; Aetna Casualty & Surety Co. v. United States, supra, 208
   Ct. Cl. at 520, 526 F.2d at 1130; Fansteel Metallurgical Corp.
   v. United States, supra, 145 Ct. Cl. at 499-501, 172 F.Supp.
   at 270-71.

   Second, the nub of the Appellant's argument-that even if the
   Respondent's payments for all folding and stitching under the
   "ADDITIONAL OPERATIONS" provision was erroneous, recovery of
   the excess amount is nonetheless unfair because GPO's
   continued payments at the higher rate misled the Contractor
   into believing that there was no dispute-is not the sort of
   detrimental reliance contemplated by the estoppel rules.  When
   confronted by a similar claim in Heckler, the Supreme Court
   stated, in pertinent part:

      In this case, the consequences of the Government's
      misconduct were not entirely adverse.  Respondent did
      receive an immediate benefit as a result of the double
      reimbursement.  Its detriment is the inability to retain
      money that it should never have received in the first
      place.  Thus, this is not a case in which the respondent
      has lost any legal right, either vested or contingent, or
      suffered any adverse change in its status.  [Footnote
      omitted.]  When a private party is deprived of something to
      which it was entitled of right, it has surely suffered a
      detrimental change in its position.  Here respondent lost
      no rights but merely was induced to do something which
      could be corrected at a later date.

   * * * * * * * * * *

      A for-profit corporation could hardly base an estoppel on
      the fact that the Government wrongfully allowed it the
      interest-free use of taxpayers' money for a period of two
      or three years, enabling it to expand its operation.  No
      more can respondent claim any right to expand its services
      to levels greater than those it would have provided had the
      error never occurred.  Curtailment of operation does not
      justify an estoppel when-by respondent's own account-the
      expansion of its operation was achieved through unlawful
      access to governmental funds. . . . Respondent cannot raise
      and estoppel without proving that it would be significantly
      worse off than if it had never obtained the [Comprehensive
      Employment and Training Act] funds in question.

See Heckler v. Community Health Services of Crawford County,
supra, 467 U.S. at 61-63, 104 S.Ct. 2224-25.  See also Chula
Vista School District v. Bennett, 824 F.2d 1573, 1583-84 (Fed.
Cir. 1987), cert. denied, 484 U.S. 1042 (1988) (no proof that
school district changed its position to its detriment because of
Government conduct); United States v. Board of Education of the
City of Union City, 697 F.Supp. 167, 178 (D.N.J. 1988) (inability
to retain money that should not have been paid is not a detriment
that gives rise to estoppel); Estate of Piper v. United States, 8
Cl. Ct. 243, 249 (1985) (redeeming unmatured bonds at par value
to pay an estate tax assessment which is later determined to be
excessive is not detrimental reliance entitling the taxpayer to a
cash refund of the full amount).

   Applying the Supreme Court's logic to this case, while the
   Appellant may have considered the Respondent's invoice
   payments as proof that it was properly billing for folding and
   stitching tasks under the contract, in fact, the Contractor
   suffers no legal injury by being required to surrender monies
   which it would not have received if the Government had made
   the correct payments in the first instance.  In short, while
   there was indeed reliance of a sort here, it was not
   detrimental because the Contractor has not been placed in a
   worse position than it would have been otherwise.  See Heckler
   v. Community Health Services of Crawford County, supra, 467
   U.S. at 59, 104 S.Ct. 2223; Chula Vista School District v.
   Bennett, supra, 824 F.2d at 1583-84; United States v. Board of
   Education of the City of Union City, supra, 697 F.Supp. at
   178; Estate of Piper v. United States, supra, 8 Cl. Ct. at
   249.  See also Coral Petroleum, Inc., supra, 86-1 BCA  18,533
   (contractor not prejudiced by government delay and subsequent
   demand for payment and formal claim assertion); Okaw
   Industries, Inc., ASBCA No. 17863, 75-1 BCA  11,321,
   reconsid. denied, 75-2 BCA  11,571 (no injury to contractor
   from disallowance of settlement); Simmonds Precision Products,
   Inc., ASBCA No. 18110, 74-1 BCA  10,472 (Government not
   estopped from assessing liquidated damages after two years
   absent proof of prejudice from delay).  Accordingly, apart
   from the Appellant's failure to sustain its burden on the
   threshold issue, the Board also concludes that the Contractor
   has not shown that it is entitled to an estoppel on the
   merits.

   CONCLUSION

   The Board finds that under the terms of the contract the
   Appellant was not authorized to invoice, nor the Respondent to
   pay, for the folding, trimming and stitching of all
   newsletters as an extra operation pursuant to the contract
   pricing mechanism entitled "ADDITIONAL OPERATIONS."  Rather,
   that provision only contemplated compensating the Contractor
   for the additional folding and stitching step required on the
   approximately 10 percent of each order which was destined for
   mailing.  Nonetheless, the record shows that GPO paid the
   Appellant's folding and stitching charges in full, as billed
   over the life of the contract.  The Respondent's payments thus
   made were in error.  As a result of this mistake, the
   Government wound up overpaying for the extra work and unjustly
   enriching the Appellant in the amount of $16,380.00.  Under
   these circumstances, restitution is a proper remedy.  See Joan
   C. Morningstar et al., supra, 92-3 BCA  25,120, at 125,230
   (citing 3 Corbin on Contracts, sec. 617 at 758-59 (1960,
   Supra. 1971); Coral Petroleum, Inc., supra, 86-1 BCA  18,533,
   at 93,107 (citing United States v. Russell Manufacturing Co.,
   349 F.2d 13 (2d Cir. 1965); RESTATEMENT OF RESTITUTION  1,
   20, 21).  Consequently, the Respondent had an inherent right
   to recover the erroneous overpayments; indeed, it was legally
   required to do so.  See United States v. Wurts, supra, 303
   U.S. at 415; Aetna Casualty & Surety Co. v. United States,
   supra, 208 Ct. Cl. at 520, 526 F.2d at 1130; Fansteel
   Metallurgical Corp. v. United States, 145 Ct. Cl. at 500, 172
   F.Supp. at 270.  Corresponding, the Appellant was duty-bound
   to refund the money unless it could show: (a) that its
   interpretation of the contract was reasonable; or (b) the
   Government's recoupment claim was estopped as a matter of
   equity.  It has been unable to do either.  See Professional
   Printing of Kansas, Inc., supra, Sl. op. at 51, 54; Web I,
   supra, Sl. op. at 21; Castillo Printing Co., supra, Sl. op. at
   46, fn. 30.  See also Heckler v. Community Health Services of
   Crawford County, supra, 467 U.S. at 63, 104 S.Ct. at 2225;
   Federal Crop Insurance Corporation v. Merrill, supra, 332 U.S.
   384, 68 S. Ct. 3.  Therefore, GPO is entitled to recoup
   $16,380.00 from the Appellant, in accordance with the
   Contracting Officer's final decision.36       ORDER

   Because the Board finds and concludes that the disputed
   contract terms are clear and unambiguous, specifically insofar
   as the "ADDITIONAL OPERATIONS" pricing provision only refers
   to billing for the extra folding and stitching required for
   the mailing copies of the newsletter, and since the Appellant
   has not sustained its burden of proof with regard to estoppel,
   the decision of the Contract Officer is AFFIRMED, and the
   appeal is DENIED.

It is so Ordered.

June 30, 1995                     STUART M. FOSS
                           Administrative Judge
 _______________

    1 At the time this appeal was filed, the ARPPO's address was
    75 Spring Street, SW., Room 700, Atlanta, Georgia 30303-3369.
    2 The Contracting Officer's appeal file, assembled pursuant
    to Rule 4 of the Board's Rules of Practice and Procedure, was
    delivered to the Board on May 12, 1989.  GPO Instruction
    110.12, Subject: Board of Contract Appeals Rules of Practice
    and Procedure, dated September 17, 1984 (Board Rules), Rule
    4(a).  It will be referred to hereafter as R4 File, with an
    appropriate Tab letter (and a page number for Tab A) also
    indicated.  As originally submitted, the R4 File consists of
    eight documents identified as Tabs A through H.  Thereafter,
    pursuant to the Board's instructions at the prehearing
    telephone conference held on June 26, 1990, the Respondent
    augmented the R4 File with four additional documents,
    identified as Tabs J through M.  See, Notice of Filing, dated
    July 5, 1990.  By inadvertence or oversight, no exhibit has
    been marked as Tab I.
    3 The factual description of this case is based: (a) the
    Appellant's Notice of Appeal, dated March 23, 1989; (b) the
    R4 File; (c) the Appellant's Complaint, dated May 18, 1989;
    (d) the Appellant's Letter, dated June 16, 1989, submitting
    additional information in accordance with Rule 4(b) of the
    Board Rules (Appellant's Exhibits A-F); (e) the Respondent's
    Answer, dated June 26, 1989; and (f) the Report of Telephone
    Status Conference, dated August 14, 1992 (RTSC).  In
    addition, at the status conference, which was held on August
    4, 1992, the Board informed the parties that the former
    Administrative Judge had prepared a draft Prehearing
    Telephone Conference Report, dated June 27, 1990 (Draft
    Report), of the meeting he held on June 26, 1990, but had not
    issued it to them because an agency reorganization soon
    afterward resulted in his reassignment to another senior
    position within GPO.  Since the Board believed that the Draft
    Report should be included as part of the appeal record, it
    told the parties that they would be provided a copy for their
    comments and/or corrections.  RTSC, p. 5.  Although the Board
    sent each party a copy of the Draft Report on August 14,
    1992, neither of them submitted comments and/or corrections
    for the Board's consideration.  Consequently, the Board
    included the Draft Report in the record as originally
    written.  See Order Establishing A Briefing Schedule and
    Setting a Date for Settling the Record, dated September 15,
    1992, p. 2.  See also Web Business Forms, Inc., GPO BCA 31-89
    (July 22, 1994), Sl. op. at 2, fn. 3.  The facts, which are
    essentially undisputed, are recited here only to the extent
    necessary for this decision.
    4 The record indicates that there were 33 potential
    contractors on the original bid list, and that three (3)
    other possible offerors asked for a copy of the invitation
    for bid (R4 File, Tab J).  See Draft Report, p. 10.  However,
    the Respondent only received three (3) responsive bids,
    including the Appellant's.  Id.  The other two contractors
    who submitted bids which GPO considered were Baker Press,
    Inc. (Baker), and Susie Rittger Associates (Rittger) (R4
    File, Tabs L and M).  Coastal Printing, the previous
    contractor, did not submit an offer.  See Draft Report, p.
    11.
    5 The contract in question was a "direct-deal term contract."
    As explained in the GPO Agency Procedural Handbook, GPO
    Publication 305.1, dated March 1987 (GPO Handbook): "[d]
    irect-deal term contracts allow the customer agency to place
    print orders (GPO Form 2511) directly with contractors rather
    than routing them through the GPO for placement."  GPO
    Handbook, Section IV,  1, at 8.  The purpose of this method
    of contract administration is " . . . to ensure that agency
    printing needs are met in the most effective and efficient
    manner possible."  Id.  It should be noted, however, that
    agency direct-deal authority ". . . extends only the
    placement of print orders and to the transmission of copy and
    proofs. . . . All other authority rests with GPO's
    Contracting Officers."  GPO Handbook, Section IV,  2, at 9.
    See RD Printing Associates, Inc., GPO BCA 02-92 (December 16,
    1992), Slip op. at 6, fn. 6, 1992 WL 516088; R.C. Swanson
    Printing and Typesetting Co., GPO BCA 31-90 (February 6,
    1992), Slip op. at 6, fn. 4, 1992 WL 487874, aff'd on other
    grounds, Richard C. Swanson, T/A R.C. Swanson Printing and
    Typesetting Co. v. United States, Cl.Ct. No. 92-128C (October
    2, 1992).
    6 The record discloses that the previous contract did not
    contain a pricing line item for "ADDITIONAL OPERATIONS."  See
    Draft Report, pp. 9-10.
    7 The contract was also governed by the applicable articles
    of GPO Contract Terms, GPO Publication 310.2 (Rev. 10-80)
    (GPO Contract Terms), GPO's Quality Assurance Through
    Attributes Program, GPO Publication 310.1 (Rev. 06-81), and
    Department of Labor Wage and Hour Publication 1313 (R4 File,
    Tab A, p. 2).
    8 The Respondent denies that this telephone conversation
    occurred.  See Answer,  3.  In that regard, the Appellant
    has identified two employees of the ARPPO as the person at
    the other end of the telephone.  First, the Contractor
    thought that it talked to Ms. Debbie Pace, but she has no
    recollection of the call, and besides says that she was not
    involved with term contracts on that date (R4 File, Tab D).
    Later, the Appellant claimed that it spoke to Ms. Dorothy
    Proctor, a Procurement Assistant at the ARPPO, about this
    matter (R4 File, Tab E).  However, Ms. Proctor flatly denied
    that such a conversation ever took place, and stated that if
    the Contractor had telephoned she would have referred the
    call to the ARPPO employees who were responsible for term
    contracts (R4 File, Tab  F).  In the final analysis, while
    Ms. Pace's lack of recollection about talking to the
    Appellant is not necessarily a denial that the conversation
    took place, the evidence of record is insufficient to
    identify with certainty who the Appellant spoke to at the
    ARPPO on April 14, 1987.
    9 The record discloses that the other two responsive bidders,
    Baker and Rittger, submitted bids without figures for
    additional folding and stitching (R4 File, Tabs L and M).
    See Draft Report, pp. 10-11.
    10 The record shows that the first invoice submitted by the
    Appellant, Invoice No. 8889, dated May 7, 1988, was initially
    sent to GPO without any folding and stitching charge.  See
    App. Exh. A.  However, the Contractor subsequently mailed a
    corrected invoice to the Respondent showing folding and
    stitching for 11,800 newsletters at the rate of $60.00 per
    1,000, or a total of $708.00.  Id.  See also Complaint  5;
    Draft Report, pp. 4-5.
    11 The Respondent's recovery claim is based on 25 print
    orders; i.e., Print Orders 60101-60109, and 60111-60126,
    inclusive (R4 File, Tab E).  With respect to Print Order
    60110, the record indicates that this was the first one in
    which GPO challenged the Contractor's charges for folding and
    stitching, but after discussing the matter with the
    Appellant, the Respondent paid the $708.00 invoiced by the
    Contractor.  See Draft Report, pp. 5-6, 9. 14.  See also App.
    Exh. C (Invoice No. 9879, paid November 14, 1987).
    Therefore, Print Order 60110 is not part of this case since
    the Government has, in effect, waived its claim as to that
    payment.
    12 Appellant's invoice numbers 8889, 8986 and 9069,
    mistakenly refer to Government print order numbers 60001,
    60002 and 60003, respectively, although it is clear that the
    correct print order references should be 60101, 60102 and
    60103.  See App. Exh. A.  However, the misidentification was
    quickly corrected beginning with invoice number 9188 for
    print order number 60104.  Id.
    13 The Respondent's debt collection procedure is contained in
    GPO's Printing Procurement Regulation.  See Printing
    Procurement Regulation, GPO Publication 305.3 (Rev. 10-90),
    Chap. VIII, Sec. 3 (hereinafter PPR).  The PPR gives primary
    responsibility for determining the amounts of and collecting
    contract debts to the agency Comptroller-i.e., FMS-the same
    GPO organization designated by the contract to receive the
    Appellant's vouchers.  See PPR, Chap. VIII, Sec. 3  3.b; R4
    File, Tab A, p. 3 (Payment).
    14 See note 8 supra.
    15 Apart from the respective positions taken by the parties
    in the Complaint, the Answer, the Draft Report, and the RTSC,
    each party filed a brief with the Board, and the Appellant
    submitted a reply brief.  The Appellant's initial brief was
    filed with the Board on October 13, 1992, and shall be
    referred to hereinafter as "App. Brf.," with an appropriate
    page citation thereafter.  The Appellant's reply brief was
    submitted to the Board on October 28, 1992, and shall be
    referred to hereinafter as "App. R. Brf.," with an
    appropriate page citation thereafter.  The Respondent's
    initial brief was submitted to the Board on October 13, 1992,
    and shall be referred to hereinafter as "Res. Brf.," with an
    appropriate page citation thereafter.  Accordingly, the
    Board's understanding of the positions of the parties is
    based on: (a) the Appellant's Complaint; (b) the Respondent's
    Answer; (c) the Draft Report; (d) the RTSC; (d) the initial
    briefs of the parties; and (e) the Appellant's reply brief.
    16 At the prehearing conference on June 26, 1990, the
    Appellant also argued that this same Government conduct at
    the very least established a "quasi contract" between the
    parties.  Draft Report, p. 13.  The dictionary tells us that
    a "quasi contract" is "an obligation which law creates in the
    absence of an agreement; it is invoked by courts where there
    is an unjust enrichment.  [Citation omitted.]"  BLACK'S LAW
    DICTIONARY 1245 (6th ed. 1990).  It is sometimes referred to
    as an implied-in-law contract (a legal fiction) to
    distinguish it from an implied-in-fact contract (a voluntary
    agreement inferred from the parties' conduct), and its
    function is to create a legal duty where in fact the parties
    made no promises, without regard to any apparent intention on
    their part.  Id.  The Contractor's theory was that the extra
    folding and stitching of the newsletters was a "valuable
    benefit" to the Government for which it should have to pay,
    and that allowing recoupment of the alleged overcharges would
    unjustly enrich the Respondent.  Draft Report, p. 14.  The
    Board rejected this notion essentially on two grounds: (a)
    there was nothing in the facts presented to support a finding
    that there was an implied contract in this case; and (b) the
    doctrine of "unjust enrichment" would not apply to a
    situation in which a contractor provides something which the
    Government did not ask for.  Draft Report, p. 18.  In that
    regard, it is settled that the jurisdiction of agency boards
    of contract appeals over implied contracts is limited, and
    does not extend to so-called "quasi contracts."  See
    Embarcadero Center, Ltd., GSBCA No. 8526, 89-1 BCA  21,362,
    at 107,681 ("The Board lacks jurisdiction over contracts that
    are implied in law; i.e., that are implied as a matter of
    equity to avoid injustice.").  Boards do have jurisdiction
    over implied-in-fact contracts because they have the same
    elements as an express contract (offer, acceptance and
    consideration), and the parties must engage in a pattern of
    conduct that establishes a mutual intent to enter into a
    binding agreement or shows a tacit understanding that such an
    agreement exists.  Id. (citing, Hatzlachh Supply Co. v.
    United States, 444 U.S. 460, 465, fn. 5 (1980); Fincke v.
    United States, 675 F.2d 289, 295 (Ct.Cl. 1987); Tree Farm
    Corp. v. United States, 585 F.2d 493, 500 (Ct.Cl. 1978);
    Russell Corp. v. United States, 537 F.2d 474, 481-82 (Ct.Cl.
    1976), cert. denied, 429 U.S. 1073 (1977); Parking Co. of
    America, Inc., GSBCA No. 7654, 87-2 BCA  19,823, at
    100,925).  Although the Board rejected the Appellant's "quasi
    contract" theory, it indicated that it would review the
    matter under quantum meruit principles.  Draft Report, p. 18.
    In that regard, for quantum meruit to apply in this case, the
    Appellant would have to prove that the Government received a
    benefit, and that the unauthorized goods or services were
    expressly or impliedly ratified by the Contracting Officer or
    some other authorized contracting official.  See Publishers
    Choice Book Manufacturing Co., GPO BCA 4-84 (August 18,
    1986), Sl. op. at 13, 1986 WL 181457 (the Board held that
    compensation based on quantum meruit excludes the theory of
    equitable estoppel).  See also Checker Van Lines,
    Comp.Gen.Dec. B-206542, 82-2 CPD  219, reconsid. denied,
    B-206542.2, 84-2 CPD  253; Singer Co., Comp.Gen.Dec.
    B-183878, 75-1 CPD  406; Acme, Inc., Comp.Gen.Dec. B-182584,
    74-2 CPD  310; INTASA, Inc., Comp.Gen.Dec. B-180876, 74-1
    CPD  148.  Accordingly, the Board suggested to the
    Contractor that it review the law of Government contracts
    with respect to quantum meruit and "unjust enrichment," which
    it would find was "quite different from the law of contracts
    generally."  Draft Report, pp. 14-15.  The record shows that
    the Appellant did not raise this issue at the subsequent
    status conference on August 4, 1992, or in its brief, and the
    Board assumes that it has now abandoned quantum meruit as a
    theory of relief.
    17 The Respondent also believes that the Contractor's failure
    to pursue the matter of a contract modification with GPO
    after the contract was awarded is further evidence that the
    conversation never took place.  Res. Brf., p. 5 (citing,
    Draft Report, p. 4).
    18 During the prehearing conference, the parties also
    disagreed about whether a Government employee, even if he or
    she possessed the requisite contracting authority, could make
    the sort of commitment the Appellant says was made to it.
    Draft Report, pp. 8-9. 13.  In the Respondent's view, such
    special agreements with only one bidder are illegal and
    unenforceable.  Res. Brf., p. 7 (citing, Rogers Helicopters,
    Inc., AGBCA No. 75-147, 77-2 BCA  12,562; Ralph Rosedale,
    AGBCA No. 441, 77-1 BCA  12,344).  Indeed, GPO observes that
    the contract in this case contained a solicitation provision
    which made clear that the Government cannot negotiate special
    agreements with only one prospective bidder.  Id. (citing,
    GPO Contract Terms, Solicitation Instruction 1-2).
    Consequently, if the sort of arrangement described by the
    Appellant had been made, as alleged, it would have violated
    the contract, been at odds with Government contract law, thus
    null and void.  Res. Brf., p. 7.  Although the Board finds it
    unnecessary to resolve the controversy in the context of this
    decision, it does concur in the Respondent's statement of the
    law.  See Prestex, Inc. v. United States, 3 Cl.Ct. 373, 379
    (1983), reaff'd on reconsid., 4 Cl.Ct. 317 (1984), aff'd, 746
    F.2d 1489 (Fed. Cir. 1984) ("To allow oral contracts in the
    pre-award stage to vary specific delivery requirements of the
    solicitation, without disclosure to the other bidder(s),
    would impinge on the integrity of the advertised procurement
    process.  [Footnote omitted.]").  Moreover, the Board notes
    that the prohibition against ex parte communications with
    only one prospective bidder regarding solicitation
    information, is still agency policy.  See, GPO Contract
    Terms, Solicitation Provisions, Supplemental Specifications,
    and Contract Clauses, GPO Publication 310.2, Effective
    December 1, 987 (Rev. 9-88), Solicitation Provisions,  2
    (Information Furnished to Bidders).
    19 As the Respondent observes, the statute of limitations on
    suits for the collection of money under an express or implied
    contract is six (6) years from the dated on which the cause
    of action accrued.  Res. Brf., p. 8 (citing, 28 U.S.C.  2415
    (1988)).  Furthermore, the period for recovering on a claim
    by administrative offset is ten (10) years.  RTSC, p. 4.  See
    also, Res. Brf., p. 8 (citing, 31 U.S.C. 3716(c)(1) (1988);
    28 U.S.C.  2415(i) (1988)).  It is undisputed that the
    Respondent made its recoupment claim well within the
    limitations period.  RTSC, p. 4.
    20 The record on which the Board's decision is based consists
    of: (a) the Notice of Appeal, dated March 23, 1989; (b) the
    R4 File (Tabs A-H, and J-M); (c) the Complaint, dated May 18,
    1989; (d) Appellant's Exhibits A-F, submitted with its
    letter, dated June 16, 1989; (e) the Answer, dated June 26,
    1989; (f) the draft Prehearing Telephone Conference Report,
    dated June 27, 1990; (g) the Report of Telephone Status
    Conference, dated August 14, 1992; (h) the Appellant's brief
    filed with the Board on October 13, 1992; (i) the
    Respondent's brief submitted to the Board on October 13,
    1992; and (j) the Appellant's reply brief of October 28,
    1992.  Furthermore, although the record was mostly compiled
    before the undersigned was appointed GPO's Administrative
    Judge, see note 3 supra, that fact is not an impediment to
    his authorship of this decision.  See, Web Business Forms,
    Inc., GPO BCA 16-89 (September 30, 1994), Sl. op. at 16, fn.
    15 (Web I); Web Business Forms, Inc., supra, Sl. op. at 12,
    fn. 18.  Accord, C&L Construction Co., Inc., ASBCA Nos.
    22993, 23040, 81-2 BCA  15,373, at 76,168 (citing,
    Sternberger v. United States, 185 Ct.Cl. 528, 401 F.2d 1012
    (1968); Sundstrand Turbo v. United States, 182 Ct.Cl. 31, 389
    F.2d 406 (1968)).
    21 The Merrick Business Forms case was decided by one of the
    ad hoc contract appeals panels which considered appeals from
    final decisions of GPO Contracting Officers prior to the
    establishment of the Board in 1984.  GPO Instruction 110.10C,
    Subject: Establishment of the Board of Contract Appeals,
    dated September 17, 1984.  Decisions of these ad hoc panels
    are cited by the Board in its decisions as GPOCAB.  While the
    Board is not bound by the decisions of the ad hoc panels, its
    policy is to follow their rulings where applicable and
    appropriate.  See, Universal Printing Co., GPO BCA 09-90
    (June 22, 1994) Sl. op. at 11, fn. 9, 1994 WL 377586; Shepard
    Printing, GPO BCA 23-92 (April 29, 1993), Sl. op. at 14, fn.
    19, 1993 WL 526848; R.C. Swanson Printing and Typesetting
    Co., GPO BCA 15-90 (March 6, 1992), Sl. op. at 28, fn. 30,
    1992 WL 487874, Supplemental Decision (July 1, 1993), 1993 WL
    526638, modified, GPO BCA 15-90 (December 20, 1993);
    Stephenson, Inc., GPO BCA 2-88 (December 20, 1991), Sl. op.
    at 18, fn. 20, 1991 WL 439269; Chavis and Chavis Printing,
    GPO BCA 20-90 (February 6, 1991), Sl. op. at 9, fn. 9, 1991
    WL 439270.
    22 Contract interpretation is clearly a question of law.
    See, Fry Communications, Inc.-InfoConversion Joint Venture v.
    United States, 22 Cl. Ct. 497, 503 (Cl.Ct. 1991); General
    Business Forms, Inc., GPO BCA 2-84 (December 3, 1985), Sl.
    op. at 16, 1985 WL 154846 (citing, John C. Grimberg Co. v.
    United States, 7 Ct. Cl. 452 (1985)); RD Printing Associates,
    Inc., supra, Sl. op. at 13.  See also, Fortec Contractors v.
    United States, 760 F.2d 1288, 1291 (Fed.Cir. 1985); P.J.
    Maffei Building Wrecking Co. v. United States, 732 F.2d 913,
    916 (Fed. Cir. 1984); Pacificorp Capital, Inc. v. United
    States, 25 Cl. Ct. 707, 715 (1992), aff'd, 988 F.2d 130 (Fed.
    Cir. 1993); Ralph Construction, Inc. v. United States, 4 Cl.
    Ct. 727, 731 (1984) (citing, Torncello v. United States, 681
    F.2d 756, 760 (Ct.Cl. 1982)); Hol-Gar Manufacturing Corp. v.
    United States, 169 Ct. Cl. 384, 386, 351 F.2d 972, 973
    (1965).  Any decision by this Board concerning such a matter
    is reviewable by the Courts under the Wunderlich Act, 41
    U.S.C.  321, 322.  See, Fry Communications, Inc./
    InfoConversion Joint Venture v. United States, supra, 22
    Cl.Ct. at 501, fn. 6; General Business Forms, Inc., supra,
    Sl. op. at 16.
    23 It has been observed that: "[a] mere dispute over the
    terms does not constitute an ambiguity, and an interpretation
    which is merely possible is not necessarily reasonable."
    Ceccanti, Inc. v. United States, 6 Cl. Ct. 526, 528 (1984).
    An ambiguity must have two or more reasonable interpretations
    and the intent of the parties must not be determinable by the
    normal rules of interpretation.  McDonald & Eudy Printers,
    Inc., supra, Sl. op. at 14, fn. 12; R.C. Swanson Printing and
    Typesetting Co., supra, Sl. op. at 42.  See also,
    International Business Investments, Inc. v. United States, 17
    Cl. Ct. 122 (1989), aff'd, 895 F.2d 1421 (Fed. Cir. 1990)
    (contract terms are not rendered ambiguous by the mere fact
    that the parties disagree as to their meaning; there must be
    reasonable uncertainty of meaning); Perry & Wallis, Inc. v.
    United States, 192 Ct. Cl. 310, 315, 427 F.2d 722, 725 (1970)
    (quoting, Bishop Engineering Co. v. United States, 180 Ct.
    Cl. 411, 416 (1967)).
    24 In such cases, the doctrine of contra proferentem applies
    and the dispute language will be construed against the
    drafter, see, Fry Communications, Inc./InfoConversion Joint
    Venture v. United States, supra, 22 Cl. Ct. at 503 (citing,
    William F. Klingensmith, Inc. v. United States, 205 Ct. Cl.
    651, 657 (1974)); Web I, supra, Sl. op. at 18, fn. 18; R.C.
    Swanson Printing and Typesetting Co., supra, Sl. op. at 41,
    fn. 22, if the non-drafter can show that he/she relied on the
    alternative reasonable interpretation in submitting his/her
    bid, see, Web I, supra, Sl. op. at 19, fn. 18; Fry
    Communications, Inc./ InfoConversion Joint Venture v. United
    States, supra, 22 Cl. Ct. at 510 (citing, Fruin-Colon Corp.
    v. United States, 912 F.2d 1426, 1430 (Fed. Cir. 1990)); Lear
    Siegler Management Services v. United States, 867 F.2d 600,
    603 (Fed. Cir. 1989)).
    25 Where there are such discrepancies, errors, or gaps, the
    contractor has an affirmative obligation to ask the
    contracting officer to clarify the true meaning of the
    contract language before submitting its bid.  See, Interstate
    General Government Contractors, Inc. v. Stone, 980 F.2d 1433
    (Fed. Cir. 1992); Fry Communications, Inc./InfoConversion
    Joint Venture v. United States, supra, 22 Cl. Ct. at 504
    (citing, Newsom v. United States, 230 Ct. Cl. 301, 303, 676
    F.2d 647, 650-51 (1982); Enrico Roman, Inc. v. United States,
    2 Cl. Ct. 104, 106 (1983); S.O.G. of Arkansas v. United
    States, 212 Ct.Cl. 125, 546 F.2d 367 (1976); Beacon
    Construction v. United States, 314 F.2d 501 (Ct.Cl. 1963)).
    See also, Universal Construction Co., NASA BCA No. 83-1092,
    93-3 BCA  26,173; Harwood Construction Co., NASA BCA No.
    1165-45, 68-1 BCA  6768.
    26 The purpose of any rule of contract interpretation is to
    carry out the intent of the parties.  Hegeman-Harris & Co. v.
    United States, 194 Ct. Cl. 574, 440 F.2d 1009 (1971).  The
    test for ascertaining intent is an objective one; i.e., the
    question is what would a reasonable contractor have
    understood, not what did the drafter subjectively intend.
    Corbetta Construction Co. v. United States, 198 Ct. Cl. 712,
    461 F.2d 1330 (1972).  See also, Salem Engineering and
    Construction Corp. v. United States, supra, 2 Cl. Ct. at 806.
    The provisions of the contract itself should provide the
    evidence of the objective intent of the parties.
    27 It is unnecessary to set forth in detail the rules of
    contract construction which apply when interpreting an
    agreement.  Suffice it to say that, within the contract
    itself, ordinary terms are to be given their plain and
    ordinary meaning in defining the rights and obligations of
    the parties.  See, Elden v. United States, 223 Ct. Cl. 239,
    617 F.2d 254 (1980).  Similarly, technical terms are given
    their technical meaning.  See, Coastal Drydock and Repair
    Corp., ASBCA No. 31894, 87-1 BCA  19,618; Industrial
    Finishers, Inc., ASBCA No. 6537, 61-1 BCA  3,091.  Likewise,
    terms special to Government contracts will be given their
    technical meanings.  See, General Builders Supply Co. v.
    United States, 187 Ct. Cl. 477, 409 F.2d 246 (1969) (meaning
    of "equitable adjustment").  As for extrinsic evidence of the
    intent of the parties, the rules of construction allow, inter
    alia, custom and trade usage to explain or define terms.
    See, W. G. Cornell Co. v. United States, 179 Ct. Cl. 651, 376
    F.2d 199 (1967); Harold Bailey Painting Co., ASBCA No. 27064,
    87-1 BCA  19,601 (used to define "spot painting").  However,
    custom and trade usage may not contradict clear or
    unambiguous terms.  See, WRB Corp. v. United States, 183 Ct.
    Cl. 409, 436 (1968).
    28 See note 11 supra.
    29 The Supreme Court has consistently refused to adopt a flat
    rule that estoppel may not in any circumstances run against
    the Federal Government, perferring to follow an ad hoc
    approach instead.  See Office of Personnel Management v.
    Richmond, supra, 496 U.S. at 423, 110 S.Ct. at 2470-71;
    Heckler v. Community Health Services of Crawford County, 467
    U.S. 51, 60, 104 S.Ct. at 2224.  Furthermore, estoppel claims
    involving public funds are strictly scrutinized, and the
    Supreme Court has never upheld such a claim against the
    Government for the payment of money.  See Office of Personnel
    Management v. Richmond, supra, 496 U.S. at 426-27, 110 S.Ct.
    at 2472-73; Heckler v. Community Health Services of Crawford
    County, supra, 467 U.S. at 63, 104 S.Ct. at 2225.  In
    Richmond, the Supreme Court stressed that an estoppel against
    the Government, extended to its logical conclusion in the
    context of payment of money from the Treasury, could nullify
    the Appropriations Clause of the United States Constitution.
    See Office of Personnel Management v. Richmond, supra, 496
    U.S. at 4428, 110 S.Ct. at 2473; U.S. CONST. art. I,  9, cl.
    7 ("No Money shall be drawn from the Treasury, but in
    Consequence of Appropriations made by Law.").  The precise
    effect of the Supreme Court's Richmond decision on contract
    cases is unclear, primarily because the awards sought by
    Government contractors are generally based on contract
    principles that do not contravene the eligibility
    requirements contained in federal statutes, and thus the
    lower courts tend to limit its reach to claims of entitlement
    contrary to statutory appropriations.  See Burnside-Ott
    Aviation Training Center, Inc. v. United States, 985 F.2d
    1574, 1581 (Fed. Cir. 1993); Tri-O, Inc. v. United States, 28
    Fed. Cl. 463, 473 (1993); Hoskins Lumber Co., Inc. v. United
    States, 24 Cl.Ct. 259, 264 (1991).
    30 Estoppel is often confused with the principle of finality,
    which accomplishes the same result.  However, estoppel and
    finality differ in two important respects: (a) only estoppel
    requires detrimental reliance by the party who seeks to
    invoke it; and (b) finality depends on Government statements
    or conduct which is contractually binding through the
    operation of legal principles such as offer and acceptance,
    acceptance of goods, etc., while estoppel rests on elemental
    notions of fairness without regard to the contractually
    binding nature of the Government's representations or
    actions.  See generally Cibinic & Nash, pp. 71, 76-77
    (citing, H & M Moving, Inc. v. United States, 204 Ct. Cl.
    696, 499 F.2d 660 (1974); Emeco Industries, Inc. v. United
    States, 202 Ct. Cl. 1006, 485 F.2d 652 (1973); Dana Corp. v.
    United States, 200 Ct. Cl. 200, 470 F.2d 1032 (1972); Gresham
    & Co. v. United States, 200 Ct. Cl. 97, 470 F.2d 542 (1972);
    Manloading & Management Associates, Inc. v. United States,
    198 Ct. Cl. 628, 461 F.2d 1299 (1972); Litton Systems, Inc.
    v. United States, 196 Ct. Cl. 133, 449 F.2d 392 (1971);
    Mercury Machine & Manufacturing Co., ASBCA No. 20068, 76-1
    BCA  11,809; Lockheed Shipbuilding & Construction Co., ASBCA
    No. 18460, 75-1 BCA  11,246, reconsid. denied, 75-2 BCA 
    11,566; Unidynamics/St. Louis, Inc., ASBCA No. 17592, 73-2
    BCA  10,360; Peninsular ChemReseach, Inc., ASBCA No. 14384,
    71-2 BCA  9066; Fink Sanitary Service, Inc., 53 Comp. Gen.
    502 (B-179040), 74-1 CPD  36).
    31 It has been suggested that aside from these four
    criterion, the contractor may also have to show affirmative
    misconduct by Government employees.  See Howard v. United
    States, 23 Cl. Ct. 432 (1991); New England Tank Industries of
    New Hampshire, Inc., ASBCA No. 26474, 88-1 BCA  20,395,
    vacated and remanded on other grounds, 861 F.2d 685 (Fed.
    Cir. 1988).  On the other hand, it is clear that: ". . .the
    [G]overnment does not engage in affirmative misconduct by
    challenging the validity of its employees' acts or
    agreements."  Hazeltine Corp. v. United States, supra, 10
    Cl.Ct. at 444 (1986).
    32 As a rule, the contractor is responsible for ascertaining
    the authority of the Government employees with whom it deals.
    See Hoskins Lumber Co., Inc. v. United States, supra, 24
    Cl.Ct. at 264; Johnson v. United States, 15 Cl.Ct. 169, 174
    (1988); Prestex, Inc. v. United States, supra, 3 Cl.Ct. at
    377.  However, where some powers have been delegated to an
    employee, the requisite authority may be implied if it is
    considered as an integral part of the employee's assigned
    duties.  See H. Landau & Co. v. United States, 886 F.2d 322
    (Fed. Cir. 1989); Sigma Construction Co., ASBCA No. 37040,
    91-2 BCA  23,926; Jordan & Nobles Construction Co., GSBCA
    No. 8349, 91-1 BCA  23,659; DOT Systems, Inc., DOTCAB No.
    1208, 82-2 BCA  15,817; Switlik Parachute Co., Inc., ASBCA
    No. 17920, 74-2 BCA  10,970.
    33 Frequently, the lack of authority results from the action
    being contrary to statutory requirements.  In such cases,
    courts will construe the authority narrowly.  See Schweiker
    v. Hansen, 450 U.S. 785, 101 S.Ct, 1468, 67 L.Ed.2d 685
    (1981) (per curiam) (all courts have a duty to observe
    conditions defined by Congress for charging the public
    treasury); Office of Personnel Management v. Richmond, supra
    (Government cannot be bound by a payment contravening
    explicit statutory limitation); American National Bank and
    Trust Co. of Chicago v. United States, supra (Government not
    estopped from recovering wrongful, illegal or erroneous
    payments when the conditions for payment are prescribed by
    statute); Aetna Casualty & Surety Co. v. United States, supra
    (Government not estopped from recovering illegal payment);
    Fansteel Metallurgical Corp. v. United States, supra
    (unauthorized overpayment does not bind Government).  See
    also Singer Co., Librascope Division, ASBCA No. 17604, 75-2
    BCA  11,401, aff'd, 217 Ct. Cl. 225, 576 F.2d 905 (1978).
    The same rule applies when the Government employee is acting
    contrary to delegated authority.  See Atlantic Gulf & Pacific
    Co. of Manila v. United States, 207 Ct. Cl. 995 (1975) (no
    estoppel to disavow settlement agreement negotiated without
    required advance approval).  Conversely, when the Government
    official is acting within the scope of his or her delegated
    authority and the actions are not prohibited by statute or
    regulation, estoppel will be found even though the action is
    based upon a mistaken interpretation of the Government's
    obligations.  See USA Petroleum Corp. v. United States,
    supra; Portmann v. United States, 674 F.2d 1155 (7th Cir.
    1982); Kozak Micro Systems, Inc., GSBCA No. 10519, 91-1 BCA 
    23,342, reconsid. denied, 91-1 BCA  23,593.
    34 It should be noted that although there is no comparable
    contract clause in the earlier edition of GPO Contract Terms
    incorporated in the Appellant's contract, the current version
    expressly provides that: ". . . Modifications shall have no
    force or effect unless addressed before the fact to and
    subsequently confirmed in writing by the Contracting Officer.
    . . ." [Emphasis added.]).  See GPO Contract Terms,
    Solicitation Provisions, Supplemental Specifications, and
    Contract Clauses, GPO Publication 310.2, Effective December
    1, 1987 (Rev. 9-88), Contract Clauses,  1 (Contractual
    Responsibility).  See also Castillo Printing Co., supra, Sl.
    op. at 45, fn. 28.  In the Board's view, however, while this
    language further emphasizes the authority of GPO Contracting
    Officers, it adds nothing to their procurement powers, and
    probably was always implied in previous versions of GPO
    Contract Terms.
    35 As the Claims Court explained: " When an official of the
    contracting agency is not the contracting officer, but has
    been sent by the contracting officer for the express purpose
    of giving guidance in connection with the contract, the
    contractor is justified in relying on his representations.
    [Citation omitted.]"  See Max Drill, Inc. v. United States,
    supra, 192 Ct.Cl. at 625, 427 F.2d at 1243.
    36 The record indicates that sometime after the prehearing
    conference on June 26, 1990, the Appellant agreed to a
    repayment schedule to liquidate its debt to the Respondent.
    See Appellant's Response to Motion to Dismiss, dated April
    24, 1992; Res. Brf., p. 4, fn. 1.  Consequently, because of
    the Board's long delay in issuing this decision, which was
    the result of its own administrative oversight, see Stabbe
    Senter Press, GPO BCA 13-85 and 19-85 (May 12, 1989), Sl. op.
    at 55, fn. 3, 1989 WL 384977, the remedy awarded may be moot
    since restitution may have already been made.  However, in
    light of the Board's opinion above, neither party has been
    prejudiced by the delay.  See Simmonds Precision Products,
    Inc., supra, 74-1 BCA  10,472.