On Demand Audio

Key Questions of Contract Interpretation in Government Contracts

(139 reviews)

Produced on July 15, 2019

Taught by
$ 89 Contract Law, Legal Research & Writing, and Administrative Law In Stock
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Course Information

Time 90 minutes
Difficulty Advanced

Course Description

Contract interpretation is the most litigated issue in commercial law, especially in government contracting. This program, presented by Nicholas Solosky (materials prepared by Kenneth J. Allen), explains and illustrates the key principles of contract interpretation. First, it will clarify some misunderstood “types” of government contracts and rules involving the content of a government contract, including the parol evidence rule and the government’s duty of good faith and fair dealing. Next, it will cover the process of interpretation employed by the courts before discussing principles that only pertain to the words of the contract, the “intrinsic evidence” of contract interpretation. It will explain what an “ambiguous” contract is, and the application of the Plain Meaning Rule, a rule that applies in some US jurisdictions, and in government contract litigation, as a pre-condition to considering outside (extrinsic) information to interpret a contract. The program will then cover the four main types of extrinsic evidence.

Finally, after discussing the applicable principles, the program will discuss what happens if the interpretation dispute is still unresolved. All the principles will be explained by reference to the Restatement (Second of Contracts) and with quotes from recent cases that illustrate them. Practical exercises will also be worked in to reinforce the principles.


Learning Objectives:

  1. Discuss the process of contract interpretation in federal contract litigation
  2. Review the correct application of the parol evidence rule and the Government’s duty of good faith and fair dealing; the principles that apply only to the words of the contract document, to include the role of dictionaries, and the FAR’s hierarchy of definition; what an “ambiguous” contract is; the role of the Plain Meaning Rule in conditioning consideration of information from outside the contract; and the four key  types of extrinsic information, and how they are applied to interpret ambiguous contracts
  3. Weigh the preferences the law has in competing interpretations
  4. Apply contra proferentem in federal contract litigation to include its two major exceptions 

Credit Information

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Faculty

Nicholas Solosky

Fox Rothschild LLP

Nicholas's practice is concentrated on national government contracts and construction related matters with a strong emphasis on federal procurement issues. He has extensive experience advising clients with respect to a wide-range of risk management and dispute resolution matters, including: Government agency suspension and debarment proceedings; Federal bid protests and debriefing strategies; Buy American and Buy America Act compliance issues; Federal ethics and compliance training; and Small Business Administration set-aside program guidance and size protests. Additionally, Nicholas’s federal construction litigation practice focuses on representing contractors and the owners of regional and national construction companies in all manners of private and public projects, including contract negotiations and litigation.

Nicholas also conducts a diverse litigation practice in both federal and state courts, with an emphasis on representing clients in complex commercial litigation. His experience includes client counseling, litigation, trial, alternative dispute resolution, and a strong appellate practice.

As a seasoned litigator, Nicholas has successfully represented corporate clients in a wide variety of circumstances, including the following representative matters:

  • Successful representation to verdict in favor of a landscape maintenance organization with respect to a breach of contract matter concerning the design and construction of a golf course and preserve
  • Securing dismissal of a Federal District Court complaint based on the Southern District of New York’s first-to-file doctrine
  • Preparing a legal opinion for a lithium-ion battery manufacturer concerning Buy America Act compliance
  • Representation of commercial building contractors with respect to bid protests and size protests before the Government Accountability Office and Small Business Administration, respectively
  • Defending an employee of a leading geotechnical construction firm in suspension and debarment hearings before the Environmental Protection Agency
  • Counsel for a national accounting firm in fraud and breach of contract matters in arbitration proceedings across the country
  • Representation of a telecommunications company in a Federal District Court action concerning FCC telephone number hoarding regulations
  • Securing dismissal with respect to claims brought against an environmental technology company concerning a fuel leak in an underground storage tank facility
  • Successful defense of international automobile manufacturers in many actions alleging civil and statutory claims
  • Case dismissal of a breach of contract action brought against a venture capital firm brought in Federal District Court
  • Representation of global insurance companies with respect to a wide variety of cases involving coverage claims and bad faith disputes
  • Representation of regional manufacturer of commercial car-carriers with respect to product liability claims in state court; and
  • Representation of an authentic solutions provider in a civil suit brought by a former employee alleging harassment and constructive discharge

Before Fox Rothschild

Prior to joining the firm, Nicholas was an associate in a large international law firm’s global litigation group. While in law school, Nicholas was a Chancellors’ Scholar at the University of North Carolina School of Law and a staff writer for the North Carolina Law Review.

Beyond Fox Rothschild

Nicholas has been involved with the Homeless Advocacy Project, a non-profit organization providing pro bono legal services to homeless individuals in the Greater Philadelphia area. Additionally, he previously served as pro bono legal counsel to the U.S. District Court for the Eastern District of Pennsylvania Prisoner Civil Rights Panel.



Reviews

AM
Alex M.

Good course!

MV
Michael V.

Very helpful guidance on government contracting.

KS
Kerry S.

excellent

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