BOARD OF CONTRACT APPEALS U.S. GOVERNMENT PRINTING OFFICE WASHINGTON, DC 20401 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. DECISION AND ORDER 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 DENIED. I. BACKGROUND 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 13. 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. II. DISCUSSION 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 $8 only for every 100 tab dividers. The Schedule of Prices was divided into four parts for bidding purposes. Part I, with which we are concerned here, read as follows: I. ELECTROSTATIC COPYING, MAKEREADY, COLLATING, STITCHING, INSERTING TAB DIVIDERS (IF APPLICABLE), WHITE OFFSET/WHITE WRITING/WHITE XEROGRAPHIC PAPER, PACKING, SHIPPING AND DELIVERY: The prices offered must be all-inclusive...and shall include the cost of all required materials and operations EXCEPT [what was covered by the other three parts of the Schedule]. Running per 100 Copies Format Format Format 2 A B C UP TO 1,000 IMPRESSIONS (1) (2) (3) (a) Leaves copied one side...............................................$ $ $ (b) Leaves copied two sides.............................................$ $ $ 1,001 to 5,000 IMPRESSIONS: (c) Leaves copied one side................................................$ $ $ (d) Leaves copied two sides..............................................$ $ $ 5,001 to 10,000 IMPRESSIONS (e) Leaves copied one side................................................$ $ $ (f) Leaves copied two sides...............................................$ $ $ 10,001 to 50,000 IMPRESSIONS: (g) Leaves copied one side................................................$ $ $ (h) Leaves copied two sides..............................................$ $ $ NOTE: THE PRICE FOR ALL WHITE/OFFSET/WHITE WRITING/WHITE XEROGRAPHIC STOCK/PAPER MUST BE INCLUDED IN PRICES SUBMITTED FOR (a) thru (h) ABOVE. UP TO AND INCLUDING 50,000 IMPRESSIONS: (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 43-44. 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 correct. III. ORDER 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.