In the Matter of          )
the Appeal of             )
CHARGER PRESS, INC.       )   Docket No. GPOBCA 08-98
Program 5566-S            )

For the Appellant:  Charger Press, Inc., Cincinnati, Ohio, by
Christopher P. Finney, Esq., Cincinnati, Ohio.

For the Government:  Thomas Kelly, Esq., Assistant General
Counsel, U.S. Government Printing Office.

Before BERGER, Ad Hoc Chairman.


   Charger Press, Inc. (Appellant), 1645 Blue Rock Street,
   Cincinnati, Ohio, appeals a final decision of U.S. Government
   Printing Office (GPO or Respondent) Contracting Officer
   Aurelio E. Morales denying the Appellant's claim for
   $18,116.97.  That amount represents the total of what GPO
   either refused to pay to recouped by setoff after GPO
   determined that the Appellant was not properly billing for
   work it had performed.  For the reasons which follow, the
   Contracting Officer's decision is AFFIRMED and the appeal is


   1.   On December 30, 1994, the Appellant, operating under the
   name "Pony Express Printing," was awarded the 1995 contract
   for Program 5566-S, calling for fast turnaround copying
   services for forms and looseleaf books/pamphlets.  Rule 4
   File, Tabs 1, 2.1 The price schedule contained a line item for
   tab dividers, for which the Appellant bid a unit price of $8.
   Rule 4 File, Tabs 1, 4.
   2.   In August 1995 the Appellant submitted vouchers for work
   performed in response to print orders 23156, 23158, and 23159,
   billing $8 for each tab divider.  The Respondent, viewing the
   contract price as $8 per hundred tabs, adjusted the voucher
   amounts downward by a total of $9,779.87.  Rule 4 File, Tab
   3.   Subsequently, the Appellant, for print order 23194, again
   billed based on a charge of $8 per tab divider, and GPO paid
   the invoiced amount.  GPO later discovered what it believed to
   be its error in paying $8 per divider on that print order and
   recovered the extra amount involved, $8,337, by setoff against
   the amount due the Appellant under another purchase order (No.
   H6402).  Rule 4 File, Tab 24.
   4.   The Appellant then requested reimbursement for these
   amounts, Rule 4 File, Tab 20, which the Contracting Officer
   denied by final decision of December 3, 1997.  Rule 4 File,
   Tab 26.  This appeal followed.


   The crux of this appeal is the meaning of the contract line
   item for tab dividers contained in the contract's Schedule of
   Prices.  The Appellant reads it as pertaining to a single tab
   divider, thus entitling it to be paid its unit price of $8 for
   each tab divider it furnished.  The Respondent, on the other
   hand, reads it as an item "per 100 copies," which of course
   would entitle the Appellant to $8 only for every 100 tab
   The Schedule of Prices was divided into four parts for bidding
   purposes.  Part I, with which we are concerned here, read as
      DELIVERY:  The prices offered must be all-inclusive...and
      shall include the cost of all required materials and
      operations EXCEPT [what was covered by the other three
      parts of the Schedule].

                                   Running per 100 Copies
                                Format       Format       Format
                             A                B               C

(1)              (2)             (3)

   (a)   Leaves copied one
   $                $
   (b)   Leaves copied two
   $                $

1,001 to 5,000 IMPRESSIONS:

   (c)   Leaves copied one
   $                $
   (d)   Leaves copied two
   $                $

5,001 to 10,000 IMPRESSIONS

   (e)   Leaves copied one
   $                $
   (f)   Leaves copied two
   $                $

10,001 to 50,000 IMPRESSIONS:

   (g)   Leaves copied one
   $                $
   (h)   Leaves copied two
   $                $

FOR (a) thru (h) ABOVE.


 (i)   Tab Divider....per side, per
 divider.............................$ xxxxx      $
 $ xxxxx
 (j)   Covers Sets....each
 set.................................................$ xxxxx
 $                $ xxxxx

   The Appellant argues that the term "per side, per divider"
   means exactly what it says and is not modified by any language
   requiring a price per 100 copies.  In this regard, the
   Appellant points out that line items (i) and (j) are separated
   and isolated from the other line items by two lines of
   underscored text.  The Appellant essentially concludes that
   since the language for line item (i) is different from the
   language used in the other line items ("per side, per divider"
   rather than "leaves copied one side" or "leaves copied two
   sides") and is visually separated from those other line items
   subject to the "per 100 copies" legend, it can be read only as
   the Appellant read it.  At the very least, the Appellant
   believes, its interpretation is a reasonable one which is all
   that is required for it to prevail.
   The Respondent, of course, reads the contract differently.  It
   states that the entire line item series (a) through (j) was
   subject to the "per 100 copies" legend, and that if the tabs
   and covers were intended to be priced individually "they would
   not have been included in [the] series ... but instead would
   have been denominated differently and under a separate
   heading."  Respondent's Brief at 6.  The Respondent further
   states that the two lines of underscored type simply refer to
   the common paper stock for items (a) through (h), as opposed
   to the tab and cover stock for items (i) and (j), and do not
   break out items (i) and (j) from the requirement to price the
   items per 100 copies.  The Respondent also points to the
   contract estimate of 6,200 for tab dividers and the quantity
   of 62 set forth in the Determination of Award section for bid
   computation purposes as indicating that bid prices were
   intended to be for tab dividers per 100 copies and not per
   individual tab.
   Resolution of this matter is controlled by established
   principles of contract interpretation which the Board
   previously has discussed at length.  See, e.g., Custom
   Printing Co., GPOBCA 28-94 (March 12, 1997), slip op. at
   30-35, 1997 WL 128720; MPE Business Forms, Inc., GPOBCA 10-95
   (August 16, 1996), slip op. at 42-48, 1996 WL 812877; The
   George Marr Co., GPOBCA 31-94 (April 23, 1996), slip op. at
   41-44, 1996 WL 273662.  In brief, when two contracting parties
   have different interpretations of the same contract language,
   that disagreement, while not automatically signaling the
   existence of an ambiguity,  International Business
   Investments, Inc. v. United States, 17 Cl. Ct. 122 (1989),
   aff'd without op., 895 F.2d 1421 (Fed. Cir. 1990); Qualitype,
   Inc., GPOBCA 21-95 (April 21, 1998), slip op. at 4, 1998 WL
   350484, recon. denied, GPOBCA 21-95 (June 24, 1998), slip op.,
   1998 WL 350480; United Computer Supplies, Joint Venture,
   GPOBCA 26-94 (January 23, 1998), slip op. at 14, 1998 WL
   148845, does raise the possibility that the language is
   ambiguous.  RD Printing Assocs., Inc., GPOBCA 23-94 (February
   24, 1998), slip op. at 6, 1998 WL 148997; B & B Reproductions,
   GPOBCA 09-89 (June 30, 1995), slip op. at 22, 1995 WL 488477.
   To be ambiguous the disputed language must be susceptible to
   more than one reasonable interpretation.  The George Marr Co.,
   supra, at 41.  Determining whether contract language is
   susceptible to two or more reasonable interpretations and thus
   latently ambiguous requires a careful reading not only of the
   disputed language but of the contract as a whole so that all
   of its provisions are given effect.  Qualitype, Inc., supra,
   at 5;  MPE Business Forms, Inc., supra at 45-46.  If the
   contract is ambiguous, that is, if a reasonably prudent
   contractor could interpret the contract in a manner different
   from the drafter's reasonable interpretation, the language
   will be construed against the drafter if the contractor can
   show that it relied on its interpretation in formulating its
   offer.  Randolph Eng'g Co. v. United States, 367 F.2d 425 (Ct.
   Cl. 1966);  Midwest Bank Note Co., GPOBCA 13-95 (June 22,
   1998), slip op. at 10, 1998 WL 350489;  Custom Printing Co.,
   supra, at 31, quoting MPE Business Forms, Inc., supra, at
   Here, the Board, mindful of its duty to interpret the contract
   as a whole and not leave any portion of the contract useless
   or superfluous, MPE Business Forms, Inc., supra, at 51, has no
   difficulty in concluding that there is only one reasonable
   interpretation of the disputed provision and that
   interpretation is the Respondent's.  The Board reaches this
   conclusion essentially because the format of the Schedule of
   Prices leaves no room for the Appellant's interpretation and
   because the Appellant's interpretation is inconsistent with
   the contract estimates.
   The Schedule of Prices was divided into four parts.  The first
   part, set forth above, contained line items (a) through (j)
   and columns for bid price insertions for each of three size
   formats.  Above these columns was the legend "Running per 100
   Copies."  Part II,   captioned "STOCK/PAPER," contained its
   own line items (a) through (e), each representing different
   paper,  and columns for insertion of bid prices for each size
   format.  Above the columns was the legend "Per 100 leaves."
   Part III, captioned "ADDITIONAL OPERATIONS," contained line
   items (a) through (h) representing such tasks as inserting
   colored slip sheets, shrink-film wrapping, and drilling.  For
   this part there were no columns and no legend, simply a single
   blank for each line item for bid price insertion.  These line
   items were individually specified as "per set," "per 100
   leaves," "per 100 pads," or "per pamphlet/book."  The fourth
   part, captioned "PREMIUM PAYMENTS," provided for a premium
   payment for orders placed on an accelerated schedule; bidders
   were simply asked to insert a "Percentage increase."
   In the Board's view, the structure of the Schedule of Prices
   is clear--miscellaneous operations were to be priced
   individually (by set, by book or pamphlet, or per 100 pads or
   100 leaves, as specified for each operation) in the third
   part, while certain varieties of paper stock were to be priced
   per 100 leaves in the second part and the copying itself was
   to be priced per 100 copies in the first part.  The copying
   requirement included both one-sided and two-sided copying and,
   for a certain number of orders,3 tab dividers and covers.
   That the line items for the tab dividers and covers were
   intended to be subject to the "Running per 100 Copies" legend
   is clearly indicated by the format of those line items--it is
   the same as that used for the other Part I line items,
   differing only in that the column spaces for Formats A and C
   are filled in so that bid prices can be entered for these two
   line items only for Format B.  From a reading of the Schedule
   of Prices as a whole, it is apparent that if GPO was seeking
   pricing for individual tab dividers and covers, their
   respective line items would not have been set forth in the 3-
   column format of Part I, but would have been set up in the
   single column pricing format used for Part III.  Moreover, the
   Board does not find persuasive the Appellant's assertions that
   the two lines of underscored text preceding items (i) and (j)
   can be reasonably read as somehow divorcing those two line
   items from the requirements and provisions of the portion of
   the Schedule of Prices in which they were located.  The two
   lines of text obviously are where they are because they
   pertain only to the line items that immediately precede them
   and not to the following line items (i) and (j).  There is
   nothing about them, however, that suggests that they were
   intended to cut off those following two line items from the
   per 100 copies requirement or from the three different formats
   representing the different sizes.  Indeed, as the Respondent
   points out, the Appellant had no difficulty in understanding
   that its bid prices for tab dividers and covers were for the
   Format B size only and not for all possible sizes.  As for the
   "per side, per divider" language of line item (i), when read
   in the context of the Schedule of Prices4 it clearly means
   only that the contractor is to be paid for each side of each
   divider requiring an impression--it does not mean that the
   contractor is to be paid the bid price for each such
   impression as opposed to 100 such impressions.
   Any doubt about this should have been resolved in the
   Appellant's mind by the contract estimates.  The
   specifications stated that tab dividers would be required for
   approximately five orders, with an average of 31 tabs per
   order and average of 40 copies per order.  Rule 4 File, Tab 1
   at 12.  That multiplies out to an anticipated total of 6,200
   tab dividers.  The Determination of Award section of the
   solicitation, setting forth the estimated quantities for each
   line item to be used for bid evaluation purposes, did not set
   forth  6,200 for the tab divider line item--it set forth a
   quantity of 62.  Rule 4 File, Tab 1 at 20.  This made it
   eminently clear that the price entered for that line item was
   to be per 100 copies,5 since it is improper for the Government
   to evaluate bids and award a contract on a basis other than
   the quantities it expects to order. Qualitype, Inc., supra, at
   7; United Computer Supplies, Joint Venture, GPOBCA 26-94
   (January 23, 1998), slip op. at 11, 1998 WL 148845; Shepard
   Printing, GPOBCA 37-92 (January 28, 1994), slip op. at 23,
   1994 WL 275077.     In short, when the Appellant's contract is
   read as a whole, there is only one way to reasonably interpret
   the line item for tab dividers, and that is that the pricing
   is for 100 copies and not for each individual tab divider.
   Accordingly, the Board concludes that there is no ambiguity
   here, that the Appellant's interpretation of the contract is
   unreasonable, and that the Respondent's interpretation is


   For the foregoing reasons, the Contracting Officer's final
   decision is AFFIRMED and the appeal is DENIED.

It is so Ordered.

December 4, 1998                     Ronald Berger
                              Ad Hoc Chairman
                              GPO Board of Contract Appeals


1    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 April 1, 1998.  It will be referred to
as the Rule 4 File, with an appropriate Tab number also
indicated.  The Rule 4 File consists of 29 numbered tabs.
2    The specifications identified Format A as including any trim
size up to 6 x 9-1/2", Format B as larger than Format A and up to
a trim size of 8-1/2 x 11", and Format C as larger than Format B
up to 17 x 11".
3    The specifications stated that tab dividers would be
required for approximately five orders and cover sets required
for approximately two orders.  Rule 4 File, Tab 1 at 9.
4    The Appellant urges the Board to focus only on the "per
side, per divider" language and not look at other areas of the
contract.  As the Board has previously noted, however, "[t]he
most basic principle of contract construction is that the
document should be interpreted as a whole."  MPE Business Forms,
Inc., supra, at 45.  Thus, in determining the meaning of the
disputed language the Board must consider the entire contract and
not limit its review to a few words without regard to the context
in which they are used. See id. at 53.
5    The same is true for line item (j).  The specifications
anticipated two orders requiring covers with an average of 500
copies each.  The Determination of Award section set forth a
quantity not of 1,000 but of 10 for this line item.