GPO BCA 2-84
December 3, 1985
Michael F. DiMario, Administrative Law Judge

   This is an appeal timely filed by General Business Forms,
   Inc., 7312 Niles Center Road, P.O. Box 457, Skokie, IL 60077
   (hereinafter "GBF" or "Appellant"), pursuant to the standard
   "Disputes" clause provisions of paragraph 2-18, U.S.
   Government Printing Office Contract Terms No. 1 (GPO Pub.
   310.2 - Revised October 1, 1980), which such "Terms" were
   incorporated in and made a part of the contract by reference.
   The appeal is from the final decision of the Contracting
   Officer, John J. O'Connor, San Francisco Regional Printing
   Procurement Office, U.S.  Government Printing Office
   (hereinafter "SFRPPO" and "GPO" or "Appellant," respectively),
   dated September 21, 1984, terminating the contract for
   "default" under authority of paragraph 2-18, GPO Pub. 310.2,
   supra, "because of your failure to produce this order on the
   paper specified and your inability to reprint the order by the
   date requested." (R4, Item 7) 1/

   The jurisdiction of the Board to hear such matters is set
   forth in GPO Instruction 110.12, dated September 17, 1984.

   Initially, Appellant elected a hearing pursuant to the
   provisions of Rule 8.  However, at a prehearing conference
   held February 13, 1985, pursuant to Rule 10, the parties
   mutually agreed to proceed without a hearing upon the record
   as settled, supplemented by the oral argument made at the
   prehearing conference and written briefs to be filed, if
   desired, by either party.  The Appellant elected to file such
   brief; the Respondent did not.


   The facts in the case are uncontested.  Appellant, GBF, the
   lowest of three competitive bidders (R4, Item 1), was awarded
   a contract to produce some 1,075,000 +/- 1%, 4-color process
   8-1/2 x 11-7/8 inch U.S. Postal Service Mailers,. entitled
   "Express Mail Eagle Direct Mail" by the SFRPPO, GPO, by
   Purchase Order P5014, Jacket No. 790-243 dated 7/17/84

1/ R4 denotes "Rule 4 file" submitted to the Board pursuant to
Rule 4 of BCA's Rules of Practice and Procedure, GPO Instruction
110.12, dated September 17, 1984.

to be performed "in strict accordance with your written bid and
the specifications." (R4, Item 5) The bid was dated 7/9/84 in the
net amount of $35,906.45 with additional per thousand rate of
$30.40 (R4, Tab 3).  The specifications planned and drafted by
"G. E." of the SFRPPO (R4, Tab 2) required that the contractor
furnish the paper for the product as follows:

   *Equal to   Basis  --  500 Sheets
COLOR AND KIND OF PAPER    JCP Code    Size    Weight

White Gloss Coated            x
cover (coated 2 sides)    L-lO    25 x 38        80

*Refer to "Government Paper Specification Standard No. 8" dated
April 1977.

   The completed product was required to be shipped "on or before
   8-31, 1984" to the SFRPPO and various postal facilities.  The
   copies to the SFRPPO were to be the first 50 completed and
   were to be considered ss sample copies.

   On September 6, 1984, the U.S. Postal Service informed the
   SFRPPO that the completed product had been received by them
   but that it was printed on the wrong paper (R4, Item 6); i.e.,
   80 lb. text stock rather than 80 lb. cover stock.  The SFRPPO
   confirmed this fact by inspection of the samples on September
   7, 1984 (R4, Item 6).  The Postal Service requested that the
   job be reprinted on the desired paper stock with delivery of
   340,000 copies by September 21, 1984, and the remainder by
   September 28.  Thereafter, the SFRPPO contacted.Mr. Richard
   Lynch, Vice-President, GBF, advising of the rejection of the
   product by the Postal Service and requesting the reprinting
   .on the desired stock.  Mr. Lynch indicated that GBF could not
   obtain thestock in time to meet the Postal Service delivery
   dates.  He also indicated his intention to dispute the SFRPPO
   rejection of the product previously delivered.  Apparently,
   the SFRPPO then recontacted the Postal Service and was advised
   by them that they would cancel their order if the SFRPPO could
   not guarantee delivery by the desired date.  The SFRPPO
   explained the administrative procedures necessary to a default
   action and reprocurement of the desired product to the Postal
   Service representative whereupon on September 11, 1984, the
   Postal Service decided to cancel the order due to the
   improbability of competitively reprocuring the product in time
   to meet its internal scheduling needs.  The SFRPPO Contracting
   Officer advised Mr. Lynch of the Postal Services' actions and
   offered to obtain an "Invitation for Bid" for GBF.  Mr. Lynch
   declined the offer again because of the inability to obtain
   the required paper stock in time to meet the delivery
   schedule.  Mr. Lynch was then informed of the Contracting
   Officer's intention to reject the entire order and terminate
   the contract for default.

   The SFRPPO then sought and received concurrence for such
   termination action from the GPO Contract Review Board,
   Washington, DC (R4, Item 6).  By letter dated September 21,
   1984, GBF was notified of the termination "for default because
   of your failure to produce this order on the paper specified
   and your stated inability to reprint the order by the date
   required." (R4, Item 7)

By letter dated October 2, 1984, GBF appealed the decision
contending that:

   In our opinion we have fulfilled the contract paper
   specifications and request payment of the contract for the
   following reasons:

1.  General Business Forms, Inc. followed the plain language of
the specification which read 25 x 38 80#.

2.  The specification did not clearly state the paper must meet
postal mailing requirements of .007" thickness.  (See attached
sample GPO bid specifications clearly stating Postal
Requirements). [sic]

3.  General Business Forms, Inc.  cannot assume responsibility
for sorting requirements in the Post Office wherein a critical
requirement for the operation is only implied or intended and is
not correctly stated in the simple language of the

4.  The GPO waived its requirement for a press okay.  In our
opinion the waiver of the press okay indicated the GPO was
satisfied with our understanding of the job specifications and
our manufacturing capability.

5.  The job was shipped on time and we were notified several days
after shipment that the job was to be printed on 20 x 26 cover
stock .0072 thickness.  The best delivery date of the paper was
10/18/84 and a reprint was requested with a partial 9/21 and the
balance 9/28.

(R4, Item 8)

(Note:  The attachment referenced in paragraph 2 was a
solicitation and specification for GPO Jacket No. 754-984 for the
Department of the Army wherein a handwritten note following the
paper description specified a particular paper caliper to meet
Postal Service requirements.  The reference to "sample" in
numbered subparagraph 2 above is not relevant since the
attachment was not furnished to the Appellant as part of the
solicitation under appeal but came into its possession in an
altogether unrelated situation.)

   The Manager, SFRPPO, by United States Government memorandum of
   October 11, 1984 (R4, Item 1). responded to GBF's appeal
   letter as follows:

In response to the statements made in the contractor's appeal,
the Contracting Officer believes that there are several pertinent
facts which should be noted.

1.  The paper specifications for Jacket 790-243 clearly state
"White Gloss Coated Cover (coated 2 sides), equal to JCP code L-
lO, Basis size 25 x 38", weight 80."

s.  The term "cover" is unmistakable and perfectly clear.

b.  The phrase "(coated 2 sides)" is used in the industry to
describe certain "cover" stocks.  It is not used to describe
"text" or "book" stocks.

c.  JCP L-lO (attached) specifically describes "Litho Coated
Cover, White and India Tint." In .its detailed specifications,
one of the characteristics listed refers to a basis sheet size 20
x 26..

d.  The basis sheet size of 25 x 38" is obviously incorrect since
this size is used only to describe "book" stocks.  It is never
used to describe "cover" stocks.

2.  The fact that the Government waived its right to a press
inspection does not relieve the contractor of his responsibility
to produce the order in accordance with the specifications.

3.  General Business Forms has indicated that they "followed the
plain language of the specifications which read 25 x 38, 80#." In
doing this they have obviously applied an unreasonable
interpretation to the specifications; i.e. one that ignores all
other statements regarding the paper requirements.  The
Contracting Officer believes this position to be indefensible.

   a.  It has long been held by the courts and Boards of Contract
   Appeals that the standard of interpretation of an integrated
   written contract is the meaning that would be attached to the
   writing by a reasonably intelligent person acquainted with all
   operative usages and knowing all the facts and circumstances
   prior to and contemporaneously with the making of the
   contract.  The Contracting Officer does not believe that the
   contractor's interpretation would be consistent with a
   reasonably intelligent person.

b.  Furthermore, it should be noted that one of the primary rules
of interpretation is that "a writing is interpreted as a whole
and all writings forming part of the same contract are
interpreted together.  It is improper to interpret a single word,
phrase or sentence out of context with the rest of the contract."
General Business Forms, in isolating the reference to 25 x 38"
from the remainder of the specifications, has violated this rule.

4.  It is the Contracting Officer's opinion that the intended
meaning of the specifications is clear and based on that fact
alone a decision should be rendered in favor of the Government.
However, if in the opinion of the Board, the specification is not
clear and is considered to be ambiguous, it would undeniably be a
case of patent ambiguity.

  a.  With regard to ambiguities, it has been held in numerous
  cases that, the contractor must demonstrate  that the ambiguity
  was not so patent that he was aware of it at the time his bid
  was submitted.  Failing to demonstrate this, contractors have
  been held to have assumed the risk of a patent ambiguity if
  they did not request clarification at the time the bid was
  being prepared.  In other words, a prospective bidder cannot
  enter into a contract without asking for clarification of a
  patent ambiguity and then later expect to receive an
  adjustment.  General Business Forms did not request any
  clarification either at the time of bid preparation or when
  they asked to review and confirm their bid prior to award.

5.  Furthermore, the Contracting Officer feels that it would be
impossible for the contractor to demonstrate that he was unaware
of this error at the time of bid preparation because:

  a.  He has acknowledged that he followed the basis sheet size
  of 25 x 38". As a result he furnished "book" stock as opposed
  to a "cover" stock.

  b.  In the industry this basis sheet size is applicable only to
  "book" or "text" stocks; never to "cover" stock.

  c.  The stated specifications clearly call for "cover" stock.

  d.  The stated specifications clearly reference "(coated 2
  sides)" a term that is only used to describe certain "cover"

  e.  The reference JCP L-lO specifications describe "Litho
  Coated Cover Stock."

  f.  The referenced JCP L-lO specifications clearly reference a
  basis sheet size of 20 x 26".

     In summary, it would seem virtually impossible to notice the
     one aspect of the specifications that would denote the use
     of a "book" stock and at the same time overlook all  the
     other statements which relate precisely to a "cover" stock.
     The Contracting Officer, therefore, feels that even if the
     obviously incorrect basis size is considered to constitute
     an ambiguity, such an ambiguity could only be classified as
     patent.  General Business Forms would have assumed the risk
     of a patent ambiguity through its failure to request
     clarification at the time of bid preparation and is,
     therefore, liable for the correct production of the product.

   Subsequently, by letter dated November 13, 1984, Appellant in
   answer to the SFRPPO Manager's letter, filed its complaint and
   requested a hearing.  The letter set forth GBF's position as

[O]ur complaint is as follows.  The bid was reviewed by key
personnel in our organization and confirmed that our quotation
was correct based on manufacturing the printed piece on a high
speed web perfecting press which has significant cost advantages
over sheet fed equipment.  The cost factor for labor and material
were [sic] within our normal estimating standard.  We accepted
the order after our review.

     As matter of record, the original bid specifications that
     were furnished by GPO were incomplete.  Page 2 was missing.
     We contacted SFRPPO for another set of bid specifications
     including page 2. The second set of specs came in promptly.

     The contracting officer in his brief states in paragraph 1a,
     page 2 that the paper specs were clearly stated as being
     "White Gloss Coated Cover (coated 2 sides) equal to JCP Code
     L-lO, Basis 25 x 38, weight 80." On both the first and
     second copies of specifications used to prepare our bid, as
     well as the specifications furnished with the purchase
     order, the word "cover" is incomplete ("C" is missing), and
     the specifications appear to read "White Gloss Coated, over
     coated 2 sides". [sic] See Exhibit 1.  We did not attempt to
     read something into the specifications that was not clearly
     stated therein.  The word "cover" is NOT "unmistakable and
     perfectly clear". [sic]

     In paragraph lb, it is stated that the phrase "coated 2
     sides" is used in the industry to describe certain cover
     stocks, and is NOT used to describe "text" or "book" stocks.
     The phrase "coated 2 sides" is applied to "offset" stocks
     which have the same 25 x 38 basis weight.  This is clearly
     covered by statements in two reference manuals commonly used
     in the industry.

     1.  page 167, "Pocket Pal", thirteenth edition, published by
     International Paper Company.  "Coated (25 x 38) This
     consists of base paper to which has been applied a smooth,
     glossy coating".  Exhibit 2

     2.  page 253, "Walden's Handbook for Paper Salespeople &
     Buyers of Printing Paper", second edition, published by
     Walden-Mott Corporation.  "Coated offset - a C2S paper with
     high resistance to picking and suitable for offset
     printing".  Exhibit 3

     These two references clearly indicate that the term "coated
     2 sides" is NOT "only" used in the industry in relation to
     cover stocks.  The coated 2 sides offset is a commonly used
     paper stock in the industry.

     Paragraph ld states that a "basis sheet size of 25 x 38 is
     obviously incorrect" because it is only applied to book
     stocks and never to cover stocks.  This would be incorrect
     only  if it were obvious that a cover stock was required.
     This was not the case, as the word "cover" is incomplete in
     the specifications.

     As a 25 x 38 coated 2 sides stock is common in the industry,
     and 80# basis weight is common for this type of stock there
     is no obvious error in our interpretation of the
     specifications.  We can only base our quotations on what is
     clearly stated in the specifications as written, and cannot
     try to determine the intent of the person who wrote the

     The plain language of the specifications, in our opinion,
     leaves no room for misinterpretation. and therefore cannot
     be considered as having been taken out of context.

     The waiver of the press inspection by the GPO, in our
     opinion, implied acceptance of General Business Forms
     understanding of the Jacket Specification.

     In conclusion, the mistakes in the Jacket Specifications,
     namely a block-out of the letter "C" eliminating the
     reference to "Cover", the incorrect basis size and the
     failure to clearly specify Postal Paper caliper requirements
     of .007" thickness all contributed to our dispute.

     The Contracting Officer refers to Cover Stock as the correct
     paper, however, the reason for the Jacket rejection is
     because of the Postal department machine processing
     requirement of .007" thickness.  The Postal requirement is
     "not clearly" written only implied.

   (Original /s/ Richard E. Lynch)

(Appeal File, Item 5)

   The Respondent did not file an Answer to GBF's letter of
   Complaint.  Accordingly, the Board, pursuant to Rule 6.(b),
   GPO Instruction 110.12 dated September.17, 1984, entered a
   general denial on behalf of the Government.

(Appeal File, Tab 7).

   Subsequently, the matter in dispute was taken up at a
   prehearing conference held February 13, 1985, at which time
   GBF was represented by counsel.

   At the prehearing conference, both parties agreed that the
   main issue is the interpretation to be given the
   specification.  GBF acknowledged that the specification might
   be ambiguous but agreed that is was not patently so.  Mr.
   Lynch contended that the specifications he received read "over
   (coated) 2 sides" and not "cover" stock.  At this time, Mr.
   Lynch entered into the record the original "xerox" of the
   specification he received from GPO as their invitation to bid
   (Exhibit 10).  The copy appeared to have been imprecisely
   photocopied, since many of the characters appearing on the
   left side of the paper were partially deleted.

   The undersigned then noted that the Government also contended
   that the thickness of the paper used by appellant did not
   comply with Postal Service regulations for mailing.  Mr. Lynch
   stated that this is part of the ambiguity since the contract
   makes no reference to postal regulations. The Government then
   contended that if the entire specification had been carefully
   read by appellant, this would not have been an issue.
   Government counsel then referred the parties to a copy he had
   of the JCP L-lO specification as requiring compliance with the
   postal regulations, but upon looking at the specification in
   his file he discovered that it did not refer to .007 thickness
   of paper.  Mr. Walker then said that the .007 thickness of
   paper should not be the issue; rather, the issue is whether
   the publication was in fact printed on the required cover
   stock.  The undersigned then noted that the specification also
   refers to "Government Paper Specification Standard No. 8 dated
   April 1977," and asked whether it might have clarifying data.
   However, the Government did not have a copy available at that

   There followed much discussion by all parties over whether the
   photocopy of the specification proffered in evidence by Mr.
   Lynch was the actual copy sent by the RPPD.  To clarify this
   matter, the undersigned requested Government counsel to obtain
   an affidavit from the individual who sent the specification to
   GBF to determine if the paper specification of the IFB
   actually sent to GBF read "cover" or "over." (Subsequent to
   the meeting, Government counsel advised the undersigned that
   all photocopies sent to prospective bidders had partial left
   hand margins similar to the copy proffered by Mr. Lynch.  In
   so advising, the Government in fact withdrew its contention
   that the specification received by GBF was worded other than
   as contended by GBF.  The interpretation of that wording still
   remains for decision.)

   The undersigned stated, at this point, that he did not feel
   the need for a hearing since it appeared that an impartial
   fair reading of the specification could resolve the matter.
   The appellant, however, felt that a hearing might be necessary
   to call expert witnesses in the paper industry to bear out the
   fact that GBF's interpretation of the specification was a
   reasonable one.

At this point Government counsel advised that the JCP L-lO
specification referenced a standard sample which the contractor
was to match.  Government counsel showed the undersigned the
sample.  The undersigned then expressed his feeling that
additional information was needed and would schedule a hearing.
At the time of hearing, he would consider the standard sample
against a sample of :he paper used by appellant.  He also made
the point that Exhibit 10 presented by the appellant speaks for
itself as to a fair and reasonable interpretation of the text but
opined that the ambiguity is more with what L-lO, 25 x 38 80#
means with respect to the JCP Code than to how the specification
read to the appellant.  Government counsel then stated that the
25 x 38 on the specification was a patent ambiguity and should
have put GBF on alert that there was a need for further
clarification of the specification by Government.  GBF objected
to this being a patent ambiguity.

   With respect to a question from the undersigned, Mr. Lynch
   stated that he and one other individual from his company (a
   person in the Estimating Department), reviewed the

   A hearing was then scheduled for February 26, 1985 (Appeal
   File, Tab 15).  However, by letter dated March 5, 1985,
   counsel for appellant requested that the hearing not be held
   because the expert witnesses it intended to call could not be
   in attendance, and that instead the matter be decided upon the
   written record.  She advised that Government counsel had no
   objection to such request.  She further requested that the
   record be held open for a reasonable time so that it might be
   supplemented by affidavits, if desired, and that simultaneous
   briefs be permitted (Appeal File, Tab 16).  Permission was
   granted to these requests and appellant filed such brief on
   May 2, 1985 (Appeal File, Tab 17).  Respondent did not avail
   itself of the opportunity to brief the issue.  Moreover,
   supplemental affidavits were not filed by either party.  The
   record was administratively closed by the undersigned on
   September 30, 1985.

   Appellant's artful brief which is too voluminous to quote here
   in its entirety sets forth its alternate arguments as follows:


[T]he termination for default . . . was improperly grounded.  The
Notice . . . stated the . . . contract was terminated for . . .
failure to produce this order on the paper specified . . . . But
it was impossible to produce the order on the paper specified
because no such paper exists.  The contractor could not possibly
comply; therefore, he should not be defaulted for failure to


     . . . [T]hough the contract specifications at issue were
     ambiguous, the contractor interpreted them reasonably and,
     therefore is entitled to prevail because the risk of
     ambiguity is placed on the drafting party, the Respondent.

(Appeal File, Tab..17)

   The appeal is before the Board in this form.


   The questions presented by this appeal are:  (1) Whether the
   appellant should have been defaulted for "failure to produce
   on the paper specified . . . " when no such exactly specified
   paper existed; or (2) Whether vel non  the specification for
   paper as set forth in the photocopy of the bid solicitation
   actually received by appellant was ambiguous, and if so,
   whether the ambiguity was (a) patent so as to have created an
   affirmative burden upon the appellant at or before the time of
   its bid submission to seek clarification from the respondent
   as to the meaning of the specification, or (b) latent so as to
   lend itself to more than one reasonable interpretation in
   which case the clause must be read against the interest of the
   respondent as drafter provided  the interpretation given by
   the appellant was reasonable; i.e., an interpretation which a
   reasonably prudent printer of ordinary knowledge and
   experience for the level of work required would likely place
   upon the language in question, all other aspects of the
   language of the solicitation being considered as a whole.


   We dismiss out of hand appellant's first argument that no
   default should lie for failure to produce on the paper
   specified when no such paper exists, although we concede that
   the argument might be proper had appellant not produced the
   product at all.  The Notice of Termination for Default was
   drafted by the contracting officer to give reasonable notice
   to the contractor of his final decision in a contract action
   and the underlying basis for such decision.  The contracting
   officer is not acting in a manner akin to a grand jury issuing
   an indictment precisely charging some violation of law which
   must of necessity make out a crime or fail on its face.
   Rather, we believe the Notice of Termination was reasonably
   stated to assert the proposition that the appellant used a
   paper different from the paper which the respondent intended
   to be used when it drafted its specifications, and to afford
   the appellant the opportunity to contest such judgment by way
   of appeal to this Board which it has done.

   The resolution of appellant's second argument is more complex.
   The issue of whether or not the provision of the contract
   concerning the requirement for paper is ambiguous is a
   question of law, John C. Grimberg Co. v.  United States, 7 Ct.
   Cl. 452 (1985), and thus any decision by this Board concerning
   such matter is reviewable by the courts pursuant to the
   Wunderlich Act, 41 U.S.C. Sects. 321-322 (1964).  "Ordinarily,
   when interpreting a contract, the plain meaning of the
   contract is binding upon the court unless the contract by its
   very terms is inherently ambiguous.  A contract is ambiguous
   if it is subject to more than one reasonable interpretation.
   But it is not appropriate to strain the language of the
   contract to create an ambiguity." Opalack v. United States, 5
   Cl. Ct. 349, 359 (1984).  Moreover, the general rule is that a
   contract is to be interpreted as a whole; that all provisions
   of the contract are to be.given effect and that no provision
   is to be rendered meaningless.  Ratheon Co. v. United States,
   2 Cl. Ct. 763 (1983).

   In Enrico Roman, Inc. v. United States, 2 Cl. Ct. 104 (1983),
   the United States Claims Court at 106 et seq stated that:

     This court can be guided by the opinion of the Court of
     Claims in George E. Newsom v. United States, 231 Ct.  Cl.
     --- , 676 F.2d 647 (1982), wherein the court said:

     The analytical framework for cases like the instant one was
     set out authoritatively in Mountain Home Contractors v.
     United States.  It mandated a two-step analysis.  First, the
     court must ask whether the ambiguity was patent.  This is
     not a simple yes-no proposition but involves placing the
     contractual language at a point along a spectrum.  Is it so
     glaring as to raise a duty to inquire?  Only if the court
     decides that the ambiguity was not patent does it reach the
     question whether a plaintiff's interpretation was
     reasonable.  The existence of a patent ambiguity in itself
     raises the duty of inquiry, regardless of the reasonableness
     vel non  of the contractor's interpretation.3 (Emphasis in

     [1] In accordance with the court's reasoning in the Newsom
     case, this court's first responsibility is to ascertain
     analytically whether vel non  an ambiguity existed regarding
     the replacement of the floor area under the air conditioning
     units and the closet walls.  Second, the court must
     ascertain if the ambiguity was so patent and glaring, as to
     impose an affirmative duty on the part of plaintiff to seek
     clarification from the designated Government agent before
     submitting its bid.

     Only if the court ascertains that a patent ambiguity does
     not exist, may it proceed to determine f [sic] plaintiff's
     interpretation of the contract terms is reasonable.

     The foregoing analysis is ineluctable since the doctrine of
     patent ambiguity is an exception to the contra proferentem
     4/ rule which requires that the contractual language be
     construed against the drafting party.

     Policy consideration for this exception to the contra
     proferentem  rule consist of the need to protect bidders so
     that they are all bidding on the same material; to
     discourage contractors from taking advantage of the
     Government; and most of all, to prevent post-award
     litigation.  In this case, the IFB and attached drawings did
     not indicate the presence of the air conditioning units and
     closet walls.

     The rule that a contractor, before bidding, should attempt
     to have the Government resolve a patent ambiguity in the
     contract's terms is a major device of prevention hygiene; it
     is designed to avoid just such post-sward disputes as this
     by encouraging contractors to seek clarification before
     anyone is legally bound.  [Emphasis supplied.]

S.O.G. of Arkansas v. United States, 212 Ct. Cl. 125, 131, 546
F.2d 367, 373 (1976); see Robert L. Guyler v. United States, 219
Ct. Cl. 403, 593 F.2d 406 (1979); Sturm v. United States, 190 Ct.
Cl. 691, 421 F.2d 723 (1970).

   Additional guidance regarding the analytical process to be
   undertaken by the court in interpreting such language was
   given in Salem Engineering and Construction Corp. v. United
   States, 2 Cl. Ct. 803 (1983), at 806 et seq, which is quoted
   in pertinent part, thus:

     The contract is ambiguous if it sustains the interpretations
     advanced by both parties, Max Drill, Inc.  v. United States,
     192 Ct. Cl. 608, 627, 427 F.2d 1233, 1245 (1970), and in
     construing it, the court must place itself in the shoes of a
     reasonable and prudent . . . contractor.  Norcoast
     Constructors, Inc., v.  United States, 196 Ct. Cl. 1, 9, 448
     F.2d 1400. 1404. (1971); Firestone Tire & Rubber Co. v.
     United States, 195 Ct. Cl. 21, 30, 444 F.2d 547, 551 (1971).
     The language o[ the contract must be given that meaning
     which a reasonably intelligent contractor acquainted with
     the circumstances surrounding the contract would derive.
     Id; Hol-gar Manufacturing Corp. v. United States, 169 Ct.
     Cl. 384, 388, 351 F.2d 972, 975 (1965).  Therefore, the
     court must consider the purpose of the contract along with
     its language.

     . . . It is correct that the court should accept an
     interpretation which gives a reasonable meaning to all parts
     of a contract, rather than the one which renders a provision
     of the instrument meaningless or useless.  Hol-gar
     Manufacturing, 169 Ct. Cl. at 395, 351 F.2d at 979.

     . . .[D]efendant contends that the work was clearly and
     unambiguously prescribed by the contract and if it merely
     had wanted the new roof connected to the existing one, it
     would have specifically said how to do it.  This may have
     been clear in the minds of the drafters of the contract or
     defendant's architect, but their subjective intent does not
     control.  The representations of the specifications and
     drawings govern the interpretation of the contract.  Max
     Drill, 192 Ct. Cl. at 628, 427 F.2d at 1245; L. Rosenman
     Corp. v. United States, 182 Ct. Cl. 586, 590, 390 F.2d 711,
     714 (1968).
     . . . .

     . . . .

     [4.5] The burden of ambiguity is somewhat shifted to the
     contractor by a provision calling on it to seek
     clarification of ambiguities.  See WPC Enterprises, Inc.  v.
     United States, 163 Ct. Cl. 1, 7, 323 F.2d 874, 877 (1963).
     But the government cannot require a contractor to notify it
     of every possible ambiguity or potential difference in
     interpretation.  Max Drill, 192 Ct. Cl. at 625, 427 F.2d at
     1244.  To do so would be to make the contractor an insurer
     against all government mistakes.  See Mountain Home
     Contractors v. United States, 192 Ct. Cl. 16, 22, 425 F.2d
     1260, 1264 (1970).  The most that can be required of a
     contractor is to notify the government of major
     discrepancies or errors it detects in the specifications and
     drawings, or risk an adverse construction. ld.  quoting
     Blount  Bros. Construction  Co. v. United States, 171 Ct.
     Cl. 478, 496, 346 F.2d 962, 973 (1965).  What constitutes a
     patent or major discrepancy or ambiguity is defined on an ad
     hoc  basis.  Max Drill, 192 Ct. Cl. at 626, 427 F.2d at
     1244; L. Rosenman Corp., 182 Ct. Cl. at 590, 390 F.2d at

     [6] A government contractor need not exercise clairvoyance
     to determine its contractual responsibilities.  See Corbetta
     Construction Co. v. United States, 198 Ct. Cl. 712, 723, 461
     F.2d 1330, 1336 (1972).  It does not bear the burden of
     interpreting a contract correctly, only of interpreting it
     reasonably.  Max Drill, 192 Ct. Cl. at 627, 427 F.2d at
     1245.  Accordingly, as drafter of the contract, defendant
     shoulders the responsibility of seeing that within the zone
     of reason the words used convey their intended meaning.  See
     John McShain, Inc. v. United States, 199 Ct. Cl. 364, 378,
     462 F.2d 489, 496 (1972); Firestone Tire & Rubber Co., 195
     Ct. Cl. at 30, 444 F.2d at 551.  The risk of ambiguity rests
     on the government.  United States v. Seckinger, 397 U.S.
     203, 216, 90 S. Ct. 880, 887, 25 L. Ed. 2d 224 (1970);
     United Pacific Insurance Co. v. United States, 204 Ct. Cl.
     686, 695, 497 F.2d 1402, 1407 (1974).

     If defendant wanted Salem to remove and replace the entire
     existing roof, it should have said so explicitly.  See L.
     Rosenman Corp., 182 Ct. Cl. at 591, 390 F.2d at 714;
     Schweigert, Inc. v.  United States, 181 Ct. Cl. 1184, 1190,
     388 F.2d 697, 700 (1967).  To merely say, "remove existing
     roof," when part of the existing roof would have to be
     removed to join it to the new addition is not adequate to
     place a contractor on notice to reroof the entire existing

   More recently in John C. Grimberg Co., Inc. v. United States,
   7 Cl. Ct. 452 (1985), the Claims Court at 456:

     [1,2] The court's first responsibility in a case such as
     this "is to ascertain analytically whether vel non an
     ambiguity existed," Enrico Roman Inc. v. United States, 2
     Cl. Ct. 104, 106 (1983). regarding the type of test to be
     performed.  Assuming arguendo  that an ambiguity were
     presented by GSA's use of the phrase "across the bags" to
     describe the test, any ambiguity is not so glaring as to be
     patent and thereby put plaintiff on a duty to inquire.  See
     e.g., George E. Newsom v. United States, 230 Ct. Cl. 301,
     303, 676 F.2d 647, 650 (1982).  In the circumstances
     plaintiff was not obligated to "seek clarification of any
     and all ambiguities, doubts, or possible differences in
     interpretation." WPC Enterprises, Inc. v. United States, 163
     Ct. Cl. 1, 6, 323 F.2d 874, 877 (1963).

     [3-6] The familiar rule that a non-patent ambiguity be
     resolved against the drafter "is subject to the condition
     that the alternative interpretation tendered by the other
     party be reasonable one." William F.  Klingensmith, Inc. v.
     United States, 205 Ct. Cl. 651, 657, 505 F.2d 1257, 1261
     (1974) (per curiam); Perry & Wallis, Inc. v. United States,
     192 Ct. Cl. 310, 316, 427 F.2d 722, 726 (1970).  The issue
     is a question of law for the court to decide.  See e.g.,
     William F. Klingensmith, Inc., 205 Ct. Cl. at 656, 505 F.2d
     at 1260.  The alternative interpretation need only be within
     the "zone of reasonableness," the Government shouldering
     "the major task of seeing that . . . the words of the
     agreement communicate the proper notions . . . ." WPC
     Enterprises, Inc. v. United States, 163 Ct. Cl. at 6, 323
     F.2d at 876-77 (quoted in Folk Construction Co. v.  United
     States, 2 Cl. Ct. 681, 688 (1983)).  The Government "must
     bear the risk of an insufficient attempt, even though the
     plaintiff's obtuseness likewise contributed to the . . .
     misunderstanding." 163 Ct. Cl. at 11, 323 F.2d at 879.  In
     judging the import of the words of the contract, "the
     context and intention [of the contracting parties] are more
     meaningful than the dictionary definition," Rice v. United
     States, 192 Ct. Cl. 903, 908, 428 F.2d 1311, 1314 (1970),
     and the contract language "must be afforded the meaning
     derived from the contract by a reasonably intelligent person
     acquainted with the contemporary circumstances." Firestone
     Tire & Rubber Co. v. United States, 195 Ct. Cl. 21, 30, 444
     F.2d 547, 551 (1971).  The court frequently must place
     itself in the shoes of a reasonable contractor in
     considering the contract language. Id.

   Based upon the above discussion of the law concerning the
   interpretation of contracts, it is the Board's opinion that
   the language in dispute is ambiguous but not so glaringly so
   as to be deemed patent, thus shifting the burden to the
   contractor to have discovered the error and alerted the
   Government to the same prior to submitting its bid.  The facts
   of the case support this conclusion since appellant did not
   discover the error in specification at all but in fact only
   became aware of it at the time of the agency's rejection of
   the completed product.  Moreover, there is no evidence that
   any other bidder responding to the solicitation questioned the
   specification, nor that the Government Printing Office in its
   bid review and award phases thought the specification to be
   anything but clear on its face.  To hold now that it was
   patently ambiguous and shift the burden to appellant would
   simply fly in the face of reason.  This same holds true with
   respect to the application of the exculpatory contract clause
   requiring the contractor to notify the Government of errors it
   discovers, since both the issue of patent ambiguity and the
   application of such clause presuppose that the contractor is
   aware of the error or reasonably should have been before
   undertaking production.  In stating this position we point out
   that our opinion might have been different had the
   solicitation upon which the appellant based its bid contained
   the word "cover" rather than "over," since a requirement for
   cover stock coupled with the 25 x 38 basis size and 80 lb.
   basis weight for 500 sheets by any standards in the paper and
   printing industries would have been patently ambiguous.  The
   word "over," however, is a perfectly good English language
   word standing alone.  A contractor as stated above cannot in
   such circumstances be held to a standard of clairvoyance even
   where some ambiguity exists as it does here.  It is apparent
   to the Board that the real ambiguity was not between the
   written description of "white gloss coated" etc., and the
   basis size and weight, but rather between the basis size and
   weight 25 x 38 80 lb. and the JCP Code-10 description of the
   paper stock; i.e., "Basis weight:  20 x 26 - 1,000 . . .
   pounds . . . 120 160." Here it is clear to the Board that the
   paper described under JCP Code-10 (the paper the Government
   intended to be used) does not comport with the basis size and
   weight set forth in the narrative description in the
   specification.  But to come to this conclusion one must go to
   the U.S.  Government Paper Specifications which are not
   furnished to the contractor, although on sale by the
   Superintendent of Documents, GPO, and look up the L-lO
   description. It is our opinion, however, that an ordinary
   printer in like circumstances bidding upon these
   specifications and seeing the basis weight 80 lbs. for 500
   sheets, size 25 x 38, accompanied by a noncontradictory
   narrative description might reasonably conclude out of common
   experience that the paper was book paper and that the equal to
   JCP Code-10, a Government citation of mere formality,
   unnecessary to be further examined.  Indeed, the Board
   believes that appellant did just that.  Of course, we could
   fault the contractor for not raising the question as to what
   purpose the word "over" served in the descriptive language,
   especially with respect to its relationship to the appositive
   parenthetical phrase.  The Board sees no purpose in dwelling
   upon such second guessing and has taken more than enough time
   in its pensive deliberations on the question of fault.  It is
   clear that the language in question could not in any
   circumstance be given the reading first asserted by the
   contracting officer (i.e., 20 x 26 cover stock), and that the
   interpretation applied by appellant was reasonable although
   perhaps not the most reasonable.  The real fault originated in
   the Government with sloppy draftsmanship and continued through
   sloppy photocopying, bid review, and award.  The incorrect
   product thus resulted.  Upon being advised of this
   circumstance by the requisitioning agency, the respondent,
   rather than acknowledge its fault by terminating the contract
   for the convenience of the Government, looked to appellant to
   reprint the product and seek relief, if any, at its expense
   through the appellate process.  The contractor refused to
   incur the expense of reprinting but did appeal.  All efforts
   thereafter both by the appellant and the Government were by
   way of argument, whether by contractor, contracting officer,
   or learned counsel.  Accordingly, the Board rules in favor of
   appellant and directs that it be compensated in accordance
   with the terms of the contract.