U.S. Government Printing Office
Office of General Counsel
Contract Appeals Board

Appeal of Kaufman DeDell Printing Company, Incorporated
December 9, 1975

Vincent T. McCarthy, Chairman
Jay E. Eisen, Member
Robert M. Diamond, Member
Panel 75-9

This is an appeal filed on August 19, 1975, by Kaufman DeDell
Printing Company, Incorporated, 812 North State Street, Post
Office Box 186, Syracuse, New York 13208, herein also referred to
as the Contractor, under the disputes clause of the contract,
Jacket No. 502-253, Purchase Order 10757, Article 29, U.S.
Government Printing Office Contract Terms No. 1, Rev. July 15,
1970.  The Office of General Counsel is the Public Printer's duly
authorized representative for the determination of appeals under
the "Disputes" clause.

I. Finding of Fact

A. This case arises out of a contract entered into by the
appellant, Kaufman DeDell Printing Company, Inc. and the U.S.
Government Printing Office, herein referred to as the GPO, for
the procurement of a publication for the Department of
Agriculture, Department Requisition No. 1912-73, Title 1473,
titled "Interrelations of Methods of Weed Control & Pasture
Management for 20 Years at Lincoln, Nebraska, 1949-1969."

B. The contract, designated as GPO Jacket No. 502-253, Purchase
Order 10757, is a fixed price agreement for the procurement of
2,959 copies of the pamphlets plus one complete set of offset
film negatives, awarded at an estimated cost of $1,213.89, the
final cost to be computed with Quotation No. 89761, May 27, 1973,
and the specifications.

The purchase order was amended by a change order on June 11,
1974, to the extent that the quantity was increased from 2,959 to
3,459 copies, an increase of 500 copies, at the rate cited in the
specifications.  The purchase order was further amended on August
24, 1974, to the effect that the Contractor will be reimbursed
for holding type as follows:

"23 galleys of type approximately 2,070 square inches each held
for the period of one month beginning December 3, 1973 and
terminating December 21, 1973."

The Contractor's rate of reimbursement was  $ .003 per square
inch per month in accordance with his Quotation No. 89761 dated
May 20, 1973.  This amounted to $6.21.


C. The award was made on June 4, 1973. The contract called for a
shipping date of August 1, 1973.

D. The schedules required that the manuscript and artwork be
furnished by June 6, 1973.  The contractor received them on that
date.

In addition the contract provided that:

"GALLEY PROOFS: 4 sets (and 3 sets of negative proofs . . .)
accompanied by the author's manuscript copy and furnished
artwork, must be mailed, or delivered, to the Government Printing
Office as soon as the contractor deems necessary in order for him
to comply with the shipping schedule of completed pamphlets.''

The Government Printing Office received the galley proofs on July
18, 1973, ten working days before the scheduled shipping date of
August 1, 1973.

E. The Government Printing Office returned the galley proofs and
requested revised galley proofs since it was observed that the
Contractor set the entire job in a wrong typeface and a portion
of the job in wrong type as to dimensions (size).  The revised
galley proofs were received by the Government on October 3, 1973,
and transmitted to the Contractor on December 21, 1973, marked
"ok for page proofs".  The Contractor acknowledged receipt of the
galley proofs in his letter dated December 28, 1973.

F. The Contractor telephoned the GPO on March 12, 1974, inquiring
about the return of the galley proofs and was advised that his
letter of December 28, 1973 acknowledged receipt of the galley
proofs.  The Contractor, later that day, reported locating the
galley proofs.  The Contractor in addition at this time requested
instruction sheet and the return of the manuscript copy.  The
specifications do not require the return of the manuscript copy.
However, it, together with the instruction sheet, was dispatched
to the Contractor on March 27, 1974.

G.   The specifications required that:

"PAGE PROOFS: 5 sets . . . accompanied by the author's galley
proofs, must be mailed, or delivered, to the Government Printing
Office as soon as the contractor deems necessary in order for him
to comply with the shipping schedule of completed pamphlets."


The page proofs, transmitted by the Contractor were received by
the GPO on April 9, 1974.  Inspection revealed that the
Contractor failed to collate the page proofs.  It was necessary
that additional work be performed by GPO personnel in the
Composition Specifications Section to make the page proofs
suitable for reading by the customer agency.

H. The Contractor was advised by GPO's letter dated May 7, 1974
of the dispatch of the page proofs with notification as follows:

"Ok to print with corrections."

The Contractor was advised to notify GPO in writing within two
days after receipt of notice to print, of the expected firm
completion date.  In addition, the Contractor was informed that a
"reasonable adjustment of the contract shipping schedule may be
considered upon receipt of your notice."

I. The Contractor shipped the completed pamphlets on May 10,
1974.  The appellant was granted an extension of 85 workdays plus
3 days grace for delivery; thus the final date of delivery was
extended to December 7, 1974.

J. The contracting officer assessed liquidated damages for
inexcusable delays in performance amounting to $530.84.  He
computed that the Contractor's lateness in delivery of the
pamphlets amounted to a period of 125 workdays.

K. GPO's Comptroller issued a voucher, Standard Form 1034, dated
August 27, 1974, to the payee, Kaufman DeDell Printing Company,
Inc., which was acknowledged and signed by Mary DeDell,
President, Kaufman DeDell Printing Company, Inc.

Treasury check No. 755,297, was drawn in the amount of $716.12,
payable to Contractor.  The check, transmitted on August 30,
1974, was accepted and negotiated by the payee.

L. The Contractor, approximately one year later, by letter dated
August 14, 1975, stated that a balance in the amount of $667.63
was due to its firm.  The Contractor asserted that the assessment
of liquidated damages because of late delivery was caused because
''of delays by agency and the 'hold' by agency . . . ."

M.   GPO responded by letter dated August 21, 1975, that the
contractor:


". . . was credited on a day-for-day basis for those delays
occasioned by the Government. . . . failure to submit galley
proofs until ten working days before the ship complete date . . .
negates any justification for a further extension of the shipping
schedule.''

II.  Opinion

This appeal arises under a contract dated June 4, 1973, which
contains the standard form of "Disputes" clause.  The contractor
effected delivery of printed matter on May 10, 1974.  GPO made
payment to the Contractor by check No. 755,297 on August 30,
1974, in the sum of $716.12 as full settlement of the voucher
signed by the Contractor.  The contract entered into here
provided generally for the charging of liquidated damages at the
rate provided in GPO Form 2459D, Special Terms and Conditions
which is an integral part of the contract.

Under date of August 14, 1975, the Contractor submitted a request
for payment in the amount of $667.73.  It was claimed that this
sum represented the balance due on the contract; that GPO
contributed to delays in their performance of the contract.  The
Contractor did not file any complaint under the disputes
procedure, Article 29 GPO Contract Terms No. 1 concerning its
claim with the contracting officer for an extension of the
delivery date, nor with the Public Printer, until August 11 and
August 14, 1975, respectively, approximately 1 year later.

The contract entered into here provided, generally for payment to
the Contractor of a fixed fee, subject to the proviso of a
deduction for liquidated damages for unexcused late delivery.  At
the time the Contractor submitted its voucher, the amount
deducted for liquidated damages was clearly inscribed on the
form.  Despite being placed on notice, the Contractor
unqualifiedly signed the voucher, and adopted the amount stated
as offered by the Government.  It was clear from the voucher that
the Government's check was tendered in full settlement in
discharge of the contract.  It was the Contractor's right to
accept the check upon the terms tendered or reject it.

The great weight of authority holds that there is no accord,
either executory or executed, unless there is an offer either by
the debtor to give or by the creditor to receive a substituted
performance in full settlement, and an acceptance by the other
party of the offer so made.  Usually the offer is made by the
debtor and the problem of acceptance involves the action of the
creditor.  The cashing of the check expressly sent in full
settlement of a disputed claim, operates as an accord and
satisfaction if, at the time, no word of dissent is sent to the
party offering it in satisfaction.  See  Corbin on Contracts, 
1279 (1962).


The Contractor cashed the settlement check and retained the
proceeds for about 12 months before giving any direct notice that
it disputed the settlement.  It may be that the Contractor did
not contemplate the effect of cashing and retaining the proceeds
of the check as operating in discharge of its entire claim.  The
mere ignorance of legal consequences does not prevent one's
voluntary acts from having such consequences.  40 Comp. Gen. 261
(1960).  See discussion in Brock and Blevins Co., Inc. v. The
United States, 170 Ct. Cl. 52.

For the reasons stated above we are of the view that a valid
accord and satisfaction has been consummated.

III. Decision

In view of the foregoing, the appellant's appeal, not made until
approximately 12 months after final payment, is denied on the
grounds that it was barred by accord and satisfaction.