U.S. GOVERNMENT PRINTING OFFICE BOARD OF CONTRACT APPEALS WASHINGTON, DC 20401 In the Matter of ) ) the Appeal of ) ) B & B REPRODUCTIONS ) Docket No. GPO BCA 09-89 Program 1446-S ) Purchase Order F-0869 ) DECISION AND ORDER This appeal, timely filed by B & B Reproductions, 51 North Orlando Avenue, Cocoa Beach, Florida 32931 (hereinafter Appellant or Contractor), is from the final decision of Contracting Officer Douglas M. Faour, of the U.S. Government Printing Office's (Respondent or GPO or Government) Atlanta Regional Printing Procurement Office (ARPPO), 1888 Emery Street NW., Suite 110, Atlanta, Georgia 30318-2536,1 dated March 7, 1989, reaffirming the Government's position that it had overpaid the Appellant $16,380.00 for certain folding and stitching work on its contract identified as Program 1446-S, Purchase Order F-0869 (R4 File, Tab H).2 For the following reasons, the Contracting Officer's decision is hereby AFFIRMED. I. FINDINGS OF FACT3 1. This dispute arises from a single-award term contract awarded to the Appellant on April 29, 1987, to print a biweekly newsletter entitled the "Spaceport News" for the National Aeronautics and Space Administration's (NASA), Kennedy Space Center, Florida (R4 File, Tab C).4 The contract ran for one year, from May 1, 1987, to April 30, 1988, and the estimated contract price was $52,342.00 (R4 File, Tabs A, pp. 1 and C). 2. As stated in the specifications, the work covered by the contract consisted of ". . . the production of a newsletter- type publication requiring such operations as composition, furnishing proofs, film-making, printing, binding and delivery." See R4 File, Tab A, p. 4. Among other provisions, the contract specified, in pertinent part: ORDERING: Items to be furnished under this contract shall be ordered by the issuance of print orders by [NASA]. Orders may be issued under this contract from date of award through April 30, 1998. All print orders issued hereunder are subject to the terms and conditions of this contract. This contract shall control in the event of conflict with any print order. When mailed a print order shall be "issued" for the purposes of this contract at the time the Government deposits the order in the mail.5 REQUIREMENTS: This is a requirements contract for the items and for the period specified herein. Shipment/delivery of items or performance of work shall be made only as authorized by orders issued in accordance with the clause entitled "Ordering." The quantities of items specified herein are estimates only, and are not purchased hereby. Except as may be otherwise provided in this contract, if the Government's requirements for the items set forth herein do not result in orders in the amounts or quantities described as "estimated", it shall not constitute the basis for an equitable price adjustment under this contract. * * * * * * * * * * Subject to any limitations elsewhere in this contract, the contractor shall furnish to the Government all items set forth herein which are called for by print orders issued in accordance with the "Ordering" clause of this contract. The contractor is cautioned not to perform any operation(s) or produce any product(s) for which a price has not been quoted under this contract. * * * * * * * * * * FREQUENCY OF ORDERS: Bi-weekly (every two weeks), plus one special issue (27 orders). QUANTITY: Approximately 11,750 to 13,000 copies per order with an average of 12,000 copies per order. NUMBER OF PAGES: Approximately 20 issues of eight pages, 2 issues of six pages, and 5 issues of 4 pages. TRIM SIZE: 9-1/2 x 12". * * * * * * * * * * PRINTING: Print head-to-head in black ink. The contractor will be required to make on additional plate for the last page of each issue. Approximately 1,250 copies will print with "Postage and Fees Paid" mailing indicia on the last page. MARGINS: Head 1/2", bind 1/2". BINDING: Fold, inset (as necessary), and trim three sides to 9-1/2 x 12". Approximately 1,250 copies will fold again to 9-1/2" x 6" with mailing indicia out and stitch one time along the 9-1/2" edge. * * * * * * * * * * SECTION 3.-DETERMINATION OF AWARD The Government will determine the lowest bid by applying the prices offered in the "Schedule of Prices" to the following units of production which are the estimated requirements to produce one year's orders under this contract. . . . The following item designations correspond to those listed in the "Schedule of Prices". (1) (2) I. (a) 192 2,304 * * * * * * * * * * III. (a) 34 SECTION 4.-SCHEDULE OF PRICES * * * * * * * * * * I. COMPLETE PRODUCT: Prices shall include the cost of all required materials and operations necessary for the complete production and distribution of the product listed in accordance with these specifications. * * * * * * * * * * III. ADDITIONAL OPERATIONS: Prices quoted shall include the cost of all required materials and operations necessary for folding from 9-1/2 x 12" to 9-1/2 x 6" and stitching with one wire stitch.6 * * * * * * * * * * See R4 File, Tab A, pp. 3, 4, 6, 9, 12).7 [Emphasis added.] 3. There is no dispute that the Appellant performed all aspects of the contract to the satisfaction of NASA. Rather, this controversy concerns the Contractor's charges for additional folding and stitching work. 4. The Appellant states that while preparing its bid, it noticed that the "Schedule of Prices" provision for additional work did not include pricing for the initial folding operation in the "BINDING" specification, namely "Fold, inset (as necessary), and trim three sides to 9-1/2 x 12," which was necessary on all newsletters. See Complaint, ¶ 2; Draft Report, pp. 3-4. Therefore, on or about April 14, 1987, the Contractor telephoned the ARPPO and spoke to someone regarding the omitted line item.8 See Complaint, ¶ 3; Draft Report, p. 4. The Appellant claims that during this conversation it was informed that the specifications could not be changed at that point, but if the Contractor's bid was accepted, the Respondent would modify the contract to include pricing for that folding operation. Id. Accordingly, the Appellant revised its offer for makeready and/or setup from $243.87 per page to $135.00 per page, its running charges from $10.92 per page for 1,000 copies to $10.50 per page, and the price for the additional folding and stitching work from $32.50 to $60.00 per 1,000 copies.9 Id., ¶ 4. See also R4 File, Tab B. 5. Over the life of the contract, the Appellant received and invoiced work for 27 print orders. See Complaint, ¶ 5; Answer, ¶ 5. See also Letter from Charles V. Kessel, Jr., Appellant's Counsel, to the GPO Board of Contract Appeals (Board), dated June 16, 1989, enclosing "Appellant's Exhibits A-F" (hereinafter cited as "App. Exh." with an appropriate letter thereafter). See Board Rules, Rule 4(b). Each of the Contractor's voucher's charged the Government for folding and stitching all newsletters at the rate of $60.00 per 1,000.10 See Complaint ¶ 5; Answer, ¶ 5. See also Draft Report, p. 5. Furthermore, these invoices were paid in full by the Respondent as they were submitted. See Complaint ¶ 6; Answer, ¶ 6. 6. Shortly after the end of the contract term, GPO's Office of the Comptroller, Financial Management Service (hereinafter FMS) reviewed all of the Appellant's invoices and determined that the Government had been overcharged for the folding and stitching operations under the contract, and had made excess payments in the amount of $16,380.00 (R4 File, Tab E).11 In that regard, the Respondent's calculations were as follows: Purchase Order Invoice12 Billed Should have been Overpaid 60101 8889 $708.00 $96.00 $612.00 60102 8986 708.00 96.00 612.00 60103 9069 708.00 96.00 612.00 60104 9188 708.00 96.00 612.00 60105 9370 708.00 96.00 612.00 60106 9470 708.00 96.00 612.00 60107 9570 708.00 96.00 612.00 Purchase Order Invoice Billed Should have been Overpaid 60108 9666 708.00 96.00 612.00 60109 9774 708.00 96.00 612.00 60111 9979 708.00 96.00 612.00 60112 10092 780.00 96.00 684.00 60113 10182 780.00 96.00 684.00 60114 10268 780.00 96.00 684.00 60115 10345 780.00 96.00 684.00 60116 10461 780.00 96.00 684.00 60117 1038 780.00 96.00 684.00 60118 1081 780.00 96.00 684.00 60119 1196 780.00 96.00 684.00 60120 1297 780.00 96.00 684.00 60121 1390 780.00 96.00 684.00 60122 1510B 780.00 96.00 684.00 60123 1619 780.00 96.00 684.00 60124 1739B 780.00 96.00 684.00 60125 1829 780.00 96.00 684.00 60126 1941B 780.00 96.00 684.00 Total Overcharges $16,380.00 See R4 File, Tab E; App. Exh. A-F. Accordingly, on July 15, 1988, the Respondent sent a "Bill for Collection" to the Appellant to recover $16,380.00 in alleged overpayments made under the contract (R4 File, Tab E).13 See RTSC, p. 3; Draft Report, p. 2. 7. On July 28, 1988, after the Appellant received this collection notice, its President, Robert Hyman, telephoned the ARPPO and spoke to Ms. Pace about the matter (R4 File, Tab D). See Draft Report, p. 2. The record indicates that when Mr. Hyman raised the subject of their April 14, 1987, conversation concerning the absence of a line item for pricing initial folding operations, Ms. Pace claimed that she had "no recollection" of the telephone call (R4 File, Tab D).14 With respect to the substance of the parties dispute, the record memorandum of the telephone call prepared by Ms. Pace states: [Mr. Hyman] said who-ever [sic] he spoke with [& he isn't sure] lead [sic] him to believe "III" was where to charge for all the folding. I explained that "I" was COMPLETE PRODUCT & should have included [initial] folding (all operations necessary . . . ) and there is no way that I would have told him otherwise. Item "III" was just for [additional] fold as reflected on [page] 6 (Binding) of the contract. See R4 File, Tab D. [Original emphasis.] 8. Thereafter, by letter dated August 4, 1988, Counsel for the Appellant wrote to the Respondent objecting to GPO's attempt to recoup the alleged overcharges. See R4 File, Tab E (Letter from Charles V. Kessel, Jr. to U.S. Government Printing Office, dated August 4, 1988) (hereinafter Kessel Letter). In the Contractor's view, the collection effort was unjustified because it had been given assurances by an ARPPO employee that the Government would modify the contract to allow billing for folding and stitching operations on all newsletters under "SECTION 4.-SCHEDULE OF PRICES; III. ADDITIONAL OPERATIONS" (hereinafter "ADDITIONAL OPERATIONS") (R4 File, Tab A, p. 12). See R4 File, Tab E (Kessel Letter, p. 1). Counsel believed that the recoupment action was particularly unfair because: During the period of time the above referenced Program and Purchase Order were in effect, each invoice to the U.S. Government Printing Office itemized the cost for each run reflecting that folding and stitching for all newsletters were billed at $60.00 per 1,000 copies. My Client's would not have submitted this bid had it not been for the representation that it was understood that such bid would be followed by a clarification to the Contract reflecting that Paragraph III. ADDITIONAL OPERATIONS, pertained to all copies and not just those intended for mailing. Moreover the U.S. Government Printing Office had an obligation to inform my Client in a timely manner of the alleged ambiguity between the contract bid and the Invoices being submitted to the GPO. To be informed of this matter after completion of the contract puts my client at a disadvantage. Any such ambiguity should be resolved against the GPO. * * * * * * * * * * See R4 File, Tab E (Kessel Letter, p. 2). [Original emphasis.] 9. The record discloses no further communication, either oral or written, between the parties regarding this dispute for seven months. Then, on February 10. 1989, the Respondent wrote a "dunning" letter to the Appellant, which stated, in pertinent part: . . . [Y]our debt of $16,380.00, according to our records, has never been liquidated. . . . Due to the time period involved, it is imperative that immediate action be taken to settle this matter. Please forward to us within 15 days of the date of this letter, the amount due, or if you have previously paid this debt, please send a copy of the front and back of the canceled check. Otherwise, this debt will be referred to the Department of Justice for legal action. . . . See R4 File, Tab E Letter (Letter from Joseph F. Johnson, Operating Accountant to Mr. Robert Hyman, dated February 10, 1989). 10. By letter dated February 21, 1989, Counsel for the Appellant responded to the above request by the Respondent for payment by referring to his letter of August 4, 1988, and indicating that the Contractor's position remained unchanged (R4 File, Tab G). 11. On March 7, 1989, the Contracting Officer wrote a letter, expressly designated his "final decision," to the Appellant, which stated, in pertinent part: Our records do not indicate that there was any conversation with you and Dorothy Proctor, or any other employee of the Atlanta Printing Procurement Office prior to bid opening of Program 1446-s concerning any question on the specifications. Our specifications were explicit and required no clarification. Therefore, I must conclude that B & B Reproductions has been overpaid on Program 1446-S by the amount of $16,380.00. Immediately upon receipt of this notice you must reimburse the Government in the amount of $16,380.00. . . . See R4 File, Tab H. 12. By letter dated March 23, 1989, the Appellant filed its timely appeal from the Contracting Officer's decision with the Board. II. ISSUES PRESENTED 1. Do the terms of the Program 1446-S, taken as a whole, support the Contracting Officer's interpretation that the contract specifications were unambiguous and did not allow the Appellant to charge for folding and stitching operations on all newsletters at the additional rate? Or, to the contrary, has the Contractor shown that the disputed specifications are ambiguous by advancing an interpretation falling within the "zone of reasonableness," thus entitling it to the benefit of the doctrine of contra proferentem, which construes ambiguous language against the drafter? 2. Assuming that the contract unambiguously told potential bidders that the rate for additional folding and stitching would only apply to approximately 10 percent of the newsletters ordered, under the circumstances present in this case is the Respondent nonetheless estopped from recovering the overpayments made to the Appellant for folding and stitching operations on all publications? III. POSITIONS OF THE PARTIES15 The Appellant opposes the Respondent's recoupment claim basically on two grounds. First, the Contractor argues that the key contract provision in dispute-"ADDITIONAL OPERATIONS"- is ambiguous, and under settled principles the ambiguity must be resolved against GPO. App. Brf., p. 4 (citing, American Agronomics Corp. v. Ross, 309 So.2d 582 (Fla.3d DCA 1975); Shaw v. Bankers Life Co., 213 So.2d 514 (Fla.3d DCA 1968)). Contending that the pricing specification at issue was not clear as to whether it included all folding and stitching operations, the Appellant believes that its interpretation that all folding operations were encompassed therein, and its bid conforming to that view, were reasonable under the circumstances. App. Brf., pp. 4, 5; App. R. Brf., p. 2; RTSC, p. 4. In that regard, the Contractor relies on the "TRIM SIZE" and "BINDING" specifications (R4 File, Tab A, pp. 4, 6), to support its position that the language of the "ADDITIONAL OPERATIONS" clause was intended to provide bidders with a compensation mechanism not only for the extra folding step required for the approximately 1,250 mailing copies per order, but for all folding and trimming operations involved in producing the newsletter as well. App. R. Brf., p. 1. Furthermore, the Appellant states that since the Respondent withdrew its challenge to the charges for folding all newsletters on revised Invoice No. 8889, and thereafter paid the Contractor's vouchers billing for folding operations in the same way, the Government's conduct is tantamount to an admission that the Appellant's interpretation of the contract language is correct.16 App. Brf., pp. 4-5 (citing, Vans Agnew v. Ft. Myers Drainage District, 69 F.2d 244 (5th Cir. 1934), cert. denied, 292 U.S. 643 (1934); Fauld & Coleman Construction Co. v. B.B. McCormick & Sons, 151 F.Supp. 206 (D.C. Fla. 1957)). Second, the Contractor contends that because it developed its bid on the advice of an ARPPO employee who said that the Appellant's interpretation of the contract would be confirmed by a subsequent contract modification, the Respondent should now be estopped from recovering the alleged overcharges which were billed with that understanding in mind. RTSC, pp. 3, 4; Draft Report, p. 7. The Appellant states that while, in retrospect, it should have not changed its bid structure, nonetheless it substantially rearranged its offer based on this conversation by shifting the cost of folding in the pricing schedule from "COMPLETE PRODUCT" to "ADDITIONAL OPERATIONS." Draft Report, p. 12. Accordingly, since the Respondent paid the folding and stitching charges billed by the Contractor pursuant to its successful offer, the Appellant believes that it is appropriate to apply the principles of equitable estoppel here, and deny the Government's recoupment claim. Draft Report, p. 13. The Respondent, on the other hand, believes that there is nothing ambiguous about the disputed language of the contract. Contrary to the Appellant, GPO asserts that the contract's provisions are clear and susceptible of only one meaning. RTSC, p. 4. In that regard, the Government contends that the "ADDITIONAL OPERATIONS" provision is intended to cover the extra costs for the folding and stitching of the approximately 1,250 copies of the newsletters which were to be mailed. Draft Report, pp. 12-13. The Respondent argues that its position is consonant with the "BINDING" specification of the contract which speaks in terms of folding all newsletters to 9-1/2 x 12" and then folding the mailing copies, amounting to about 10 percent of the average order, a second time to 9-1/2 x 6". Draft Report, pp. 14, 17. GP0 also contends that the cost of the folding operation which was common to all newsletters (9-1/2 x 12") should have been included in the pricing for "COMPLETE PRODUCT." Draft Report, pp. 12-13, 17. As for the Appellant's estoppel argument, the Respondent first observes that there is no credible evidence to support the Contractor's assertion that it had a conversation with any ARPPO employee prior to bid opening about including all folding costs under "ADDITIONAL OPERATIONS," or that it was promised a contract modification if it won the contract. Res. Brf., p. 5. Indeed, the only two employees identified by the Appellant-Pace and Proctor-have expressly denied talking to the Contractor at any time about the matter, and indicated that they lacked authority to do anything about the Appellant's concerns in any event.17 Id. See also, RTSC, pp. 3-4; R4 File, Tabs D and F. Secondly, GPO says that even if the pre-bid conversation took place, the Appellant cannot rely on any purported statements or commitments because neither Pace nor Proctor possessed the requisite authority to bind the Respondent. Res. Brf. p. 6. In that regard, GPO relies on "black letter" principles of Federal procurement law which hold that in order to bind the Government, the employees who act as its agents must have actual authority; apparent authority is insufficient. Id. (citing, Robert P. Lewis, Sr. v. United States, 231 Ct.Cl. 799 (1982); Jackson v. United States, 216 Ct.Cl. 25, 41, n. 2, 573 F.2d 1189, 1197, n. 2 (1978); Johnson, Drake & Piper, Inc., ASBCA Nos. 9824 and 10199, 65-2 BCA ¶ 4,868). As the Respondent observes, one of the essential elements of equitable estoppel is that the Government representative must be shown to have been acting within the scope of his or her authority specifically with regard to the matter in question.18 Id. (citing, Alabama Rural Fire Insurance Co. v. United States, 215 Ct.Cl. 442, 458-59, 572 F.2d 727, 736 (1978); United States v. Fox Lake State Bank, 225 F.Supp. 723, 724 (N.D.Ill 1963), aff'd in part and rev'd in part, 366 F.2d 962 (7th Cir. 1966)). Finally, the Respondent asserts that the doctrine of estoppel does not bar the Government from recovering erroneous overpayments.19 Res. Brf., p. 7. GPO contends that the Appellant is mistaken when it argues that estoppel prevents the Respondent from recouping overpayments on this contract once the contract was completed and all payments were made to Appellant, because the Government has an inherent common law right to set off any claim it has against a contractor. Res. Brf., pp. 7-8 (citing, United States v. Munsey Trust Co., 332 U.S. 234 (1947); Gratiot v. United States, 40 U.S. 336 (1841); Taggert v. United States, 17 Ct.Cl. 322 (1881)). This is particularly true in the case of illegal or erroneous payments. Res. Brf., p. 8 (citing, United States v. Wurts, 303 U.S. 414 (1938); Chorpenning v. United States, 94 U.S. 397 (1876); Stone v. United States, 286 F.2d 56 (8th Cir. 1961)). Consequently, where, as here, a contractor receives erroneous payments, a contracting officer has a duty to recover the monies, even if final payment has already been made. Res. Brf., p. 8. Accordingly, the Respondent asks the Board to deny the appeal and affirm the decision of the Contracting Officer. Res. Brf., p. 9. IV. DISCUSSION20 It is "black letter" law that the Government has an inherent right to recover erroneous or illegal overpayments. See United States v. Wurts, supra, 303 U.S. at 415; Aetna Casualty & Surety Co. v. United States, 208 Ct. Cl. 515, 526 F.2d 1127 (1975); Fansteel Metallurgical Corp. v. United States, 145 Ct. Cl. 496, 172 F.Supp. 268 (1959). See also California Inflatables Co., ASBCA Nos. 45859, 45987, 94-2 BCA ¶ 26,877; Decision Science Consortium, Inc., IBCA No. 1651-2-83, 85-3 BCA ¶ 18,350. Indeed, because of the strong Government interest in recovering overpayments of public funds, a contracting officer has an affirmative duty to seek recoupment of such disbursements and those receiving the erroneous payments have a corresponding obligation to refund the money. See Merrick Business Forms, Inc., GPOCAB 6-81 (June 30, 1981), Sl. op. at 11, 1981 WL 95446 (where the contractor was erroneously paid more than it was entitled to under the contract, the appeals panel held that the contract was bound ex aequo et bono to pay reimburse the Government for the incorrect billing, and for it not to do so would have been unjust enrichment).21 See also Fansteel Metallurgical Corp. v. United States, supra, 145 Ct. Cl. at 500, 172 F.Supp. at 270; Joan C. Morningstar et al., ASBCA Nos. 41820, 41821, 41973-41990, 42031-42039, 42048, 42087, 42088, 42183, 42265, 92-3 BCA ¶ 25,120, at 125,230 (citing DiSilvestro v. United States, 405 F.2d 150 (2d Cir. 1968); International Harvester Co., a Corporation v. United States, 169 Ct. Cl. 821, 342 F.2d 432 (1965); Connecticut Reliance, Inc., ASBCA No. 33281, 89-2 BCA ¶ 21,627; Burnett Electronics Laboratory, Inc., ASBCA No. 23938, 80-2 BCA ¶ 14,619; ). See also Affiliated Building Maintenance, ASBCA No. 28436, 85-1 BCA ¶ 17,863 (citing Foreman, Industries, Inc., ASBCA No. 23948, 80-2 BCA ¶ 14,501; A. Padilla Lighterage, Inc., ASBCA No. 17288, 75-1 BCA ¶ 11,406); Oakland Janitorial Services, ASBCA No. 30199, 85-2 BCA ¶ 18,078 (citing Space Age Engineering, Inc., ASBCA No. 22981, 80-2 BCA ¶ 14,701). Furthermore, if unjust enrichment is to be avoided, it is no hinderance to recovery of payments by the Government that these were made pursuant to a contractual provision. See Fansteel Metallurgical Corp. v. United States, supra, 145 Ct. Cl. at 501, 172 F.Supp. at 271; Joan C. Morningstar et al., supra, 92-3 BCA ¶ 25,120, at 125,230 (citing Heidt v. United States, 56 F.2d 559 (5th Cir. 1932), cert. denied, 287 U.S. 601, 53 S.Ct. 8, 77 L.Ed. 523 (1933); J.W. Bateson Co., Inc. v. United States, 308 F.2d 510 (5th Cir. 1962); Coral Petroleum, Inc., ASBCA No. 27888, 86-1 BCA ¶ 18,533, at 93,106-07; Affiliated Building Maintenance, supra. 85-1 BCA ¶ 17,863, at 89,423. Also cf. United States v. Systron-Donner Corp., 486 F.2d 249, 252 (9th Cir. 1973) (Government cannot recover in restitution if the contractor is not unjustly enriched). These fundamental principles are unchallenged in this proceeding. Recoupment is a Government claim, however, and thus in this case the Respondent has the burden of proving that it is entitled to a refund of the money it says was erroneously paid to the Contractor. See Bruce Krick, AGBCA No. 89-110-1, 93-1 BCA ¶ 25,502, at 127,026; Leal Petroleum Corp., ASBCA No. 36047, 92-1 BCA ¶ 24,719, at 123,380. Indeed, the question of entitlement frames all of the issues in dispute. In that regard, the parties are divided over: (1) whether the Appellant's charges for folding and stitching all newsletters and the Government's payment of the amounts so invoiced, is supported by general principles of contract interpretation; and (2) in any event, whether the Government should be estopped from recouping the alleged overpayments because its agents had misled the Contractor in the preparation of its bid. Given this posture of the case, the Board's first task is to determine if the Respondent's voucher payments were, in fact, erroneous, and that depends on the meaning of the disputed contract language. Clearly, if the Appellant's interpretation of the contract is correct, or at least within the "zone of reasonableness," then the payments were proper, and the Government's attempt to recover the alleged overcharges was unwarranted. On the other hand, if the meaning ascribed to the specifications at issue by the Contractor is incorrect or unreasonable, then GPO could recoup the erroneous payments. From its careful review of the documentary record and the parties' briefs, the Board has reached the following conclusions: A. Contrary to the Appellant's belief, the disputed "ADDITIONAL OPERATIONS" provision is not ambiguous, and when properly interpreted does not authorize charges for folding and stitching all of the newsletters produced under the contract. From the outset, this dispute has centered on the "ADDITIONAL OPERATIONS" specification in the contract. In a nutshell, the Appellant's position has been that the contract provision is vague and ambiguous, while the Respondent has insisted throughout that the language in the specification is "as clear as a bell." See RTSC, p. 4; Draft Report, pp. 12-13, 14, 77; App. Brf., pp. 4, 5; App. R. Brf., p. 2. The ambiguity issue arises because the Appellant says that the "ADDITIONAL OPERATIONS" provision, when read in conjunction with the "TRIM SIZE" and "BINDING" specifications, allows it to charge for the extra folding step on all newsletters produced, not just the approximately 1,250 mailing copies. See RTSC, p. 4; App. R. Brf., pp. 1, 4; App. R. Brf., p. 2. The Respondent, on the other hand, believes that the contract language is not ambiguous, but rather has only one meaning, namely, that when the "BINDING" specification is taken into consideration, the "ADDITIONAL OPERATIONS" clause merely covers the extra costs for the folding and stitching of the approximately 1,250 mailing copies of the newsletters; i.e., about 10 percent of the average order. See RTSC, p. 4; Draft Report, pp. 12-13, 14, 17. Since the parties have drawn different meanings from the disputed specification, the Board's task is simple-it must decide which of the two conflicting interpretations is correct, or whether both readings may be reasonably derived from the contract terms; in other words, is the contract ambiguous? As the parties recognize, the answer to that question essentially involves an interpretation of the contract by the Board.22 See Professional Printing of Kansas, Inc., GPO BCA 02-93 (May 19, 1995), Sl. op. at 46; Web I, supra, Sl. op. at 16-17; McDonald & Eudy Printers, Inc., GPO BCA 25-92 (April 11, 1994), Sl. op. at 13, 1994 WL 275093; Shepard Printing, GPO BCA 37-92 (January 28, 1994), Sl. op. at 15-16, 1994 WL 275098. The focus of inquiry in this case is confined to the contract itself. See Professional Printing of Kansas, Inc., supra, Sl. op. at 46; Web I, supra, Sl. op. at 17; Universal Printing Co., supra, Sl. op. at 26, fn. 27, 1994 WL 377586; RD Printing Associates, Inc., supra, Sl. op. at 9, 13, fns. 9 and 15; B. P. Printing and Office Supplies, GPO BCA 14-91 (August 10, 1992), Sl. op. at 15, 1992 WL 382917. Therefore, certain legal principles should be kept in mind at the outset. First, when the parties confront the Board with two different interpretations of the same contract language they raise the possibility that the specifications may be ambiguous. See Professional Printing of Kansas, Inc., supra, Sl. op. at 47; McDonald & Eudy Printers, Inc., supra, Sl. op. at 13; R.C. Swanson Printing and Typesetting Co., supra, Sl. op. at 41. Second, contractual language is ambiguous if it will sustain more than one reasonable interpretation.23 See Professional Printing of Kansas, Inc., supra, Sl. op. at 47; Web I, supra, Sl. op. at 17; R.C. Swanson Printing and Typesetting Co., supra, Sl. op. at 41, fn. 22; General Business Forms, Inc., supra, Sl. op. at 16. See also Neal & Co. v. United States, 19 Cl. Ct. 463, 471 and fn. 4 (1990), aff'd 945 F.2d 385 (Fed. Cir. 1991); Edward R. Marden Corp. v. United States, 803 F.2d 701, 705 (Fed. Cir. 1986); Sun Shipbuilding & Drydock Co. v. United States, 183 Ct. Cl. 358, 372 (1968). Third, in analyzing disputed contract language, the courts and contract appeals boards place themselves in the shoes of a reasonably prudent and intelligent contractor, and give the language of the contract that meaning which such a person acquainted with the circumstances surrounding the contract would give it. See Professional Printing of Kansas, Inc., supra, Sl. op. at 47; McDonald & Eudy Printers, Inc., supra, Sl. op. at 14; General Business Forms, Inc., supra, Sl. op. at 18 (citing, Salem Engineering and Construction Corp. v. United States, 2 Cl. Ct. 803, 806 (1983)). See also Norcoast Constructors, Inc. v. United States, 196 Ct. Cl. 1, 9, 448 F.2d 1400, 1404 (1971); Firestone Tire and Rubber Co. v. United States, 195 Ct. Cl. 21, 30, 444 F.2d 547, 551 (1971). A dispute over contract language is not resolved simply by a decision that an ambiguity exists-it is also necessary to determine whether the ambiguity is latent or patent. Courts will find a latent ambiguity where the disputed language, without more, admits of two different reasonable interpretations.24 See Professional Printing of Kansas, Inc., supra, Sl. op. at 48; Web I, supra, Sl. op. at 18; Fry Communications, Inc./InfoConversion Joint Venture v. United States, supra, 22 Cl.Ct. at 503 (citing, Edward R. Marden Corp. v. United States, supra, 803 F.2d at 705); R.C. Swanson Printing and Typesetting Co., supra, Sl. op. at 41, fn. 22. On the other hand, a patent ambiguity would exist if the contract language contained a gross discrepancy, an obvious error in drafting, or a glaring gap, as seen through the eyes of a "reasonable man" on an ad hoc basis.25 See Professional Printing of Kansas, Inc., supra, Sl. op. at 48; Web I, supra, Sl. op. at 19; Fry Communications, Inc./ InfoConversion Joint Venture v. United States, supra, 22 Cl. Ct. at 504 (citing, Max Drill, Inc. v. United States, 192 Ct. Cl. 608, 626, 427 F.2d 1233, 1244 (1970); WPC Enterprises, Inc. v. United States, 163 Ct. Cl. 1, 6 (1963)); General Business Forms, Inc., supra, Sl. op. at 17 (citing, Enrico Roman, Inc. v. United States, supra, 2 Cl. Ct. at 106). However, the rules governing ambiguous contract language come into play only if the meaning of the disputed terms are not susceptible to interpretation through the usual rules of contract construction. See Professional Printing of Kansas, Inc., supra, Sl. op. at 48; Web I, supra, Sl. op. at 19; McDonald & Eudy Printers, Inc., supra, Sl. op. at 16; Shepard Printing, supra, Sl. op. at 19; R.C. Swanson Printing and Typesetting Co., supra, Sl. op. at 42. The most basic principle of contract construction is that the document should be interpreted as a whole.26 See Professional Printing of Kansas, Inc., supra, Sl. op. at 49; Web I, supra, Sl. op. at 19-20; General Business Forms, Inc., supra, Sl. op. at 16. See also Hol-Gar Manufacturing Corp. v. United States, supra, 169 Ct. Cl. at 388, 351 F.2d at 975. Hence, all provisions of a contract should be given effect and no provision is to be rendered meaningless. See Professional Printing of Kansas, Inc., supra, Sl. op. at 49-50; Web I, supra, Sl. op. at 20; General Business Forms, Inc., supra, Sl. op. at 16 (citing, Raytheon Co. v. United States, 2 Cl. Ct. 763 (1983)). See also, Pacificorp Capital, Inc. v. United States, supra, 25 Cl. Ct. at 716; Fortec Constructors v. United States, supra, 760 F.2d at 1292; United States v. Johnson Controls, Inc., 713 F.2d 1541, 1555 (Fed. Cir. 1983); Jamsar, Inc. v. United States, 442 F.2d 930 (Ct.Cl. 1971); Grace Industries, Inc., ASBCA No. 33553, 87-3 BCA ¶ 20,171; In other words, a contract should be interpreted in a manner which gives meaning to all of its parts and in such a fashion that the provisions do not conflict with each other, if this is reasonably possible. See Professional Printing of Kansas, Inc., supra, Sl. op. at 50; Web I, supra, Sl. op. at 20. Accord, Granite Construction Co. v. United States, 962 F.2d 998 (Fed. Cir. 1992); B. D. Click Co. v. United States, 614 F.2d 748 (Ct.Cl. 1980). An interpretation which gives a reasonable meaning to all parts of a contract will be preferred to one which leaves a portion of it "useless, inexplicable, inoperative, void, insignificant, meaningless, superfluous, or achieves a weird and whimsical result."27 See Gould, Inc. v. United States, 935 F.2d 1271, 1274 (Fed. Cir. 1991) (quoting, Arizona v. United States, 216 Ct. Cl. 221, 235-36, 575 F.2d 855, 863 (1978)). See also, ITT Arctic Service, Inc. v. United States, 207 Ct. Cl. 743, 752, 524 F.2d 680, 684 (1975) (contract interpretation should be "without twisted or strained out of context analysis [and without] regard to the subjective unexpressed intent of one of the parties. . ."). In interpreting the disputed language here, the parties have staked out positions for all practical purposes at opposite ends of the spectrum-from the Appellant's "all newsletters" theory to the Respondent's view that "just the mailing copies" (10 percent of each production run at most), are encompassed by the "ADDITIONAL OPERATIONS" language. As emphasized above, however, for an ambiguity to exist the differing interpretations of the contract language must be reasonable. See Professional Printing of Kansas, Inc., supra, Sl. op. at 47; Web I, supra, Sl. op. at 17; R.C. Swanson Printing and Typesetting Co., supra, Sl. op. at 41, fn. 22; General Business Forms, Inc., supra, Sl. op. at 16. Against that standard, the Appellant's "all newsletters" interpretation is so tortured and unreasonable that the Board cannot imagine any self-respecting contracting officer agreeing to such an absurd proposition. See Professional Printing of Kansas, Inc., supra, Sl. op. at 51. Consequently, if for no other reason, it must be rejected on that basis alone. See, Gould, Inc. v. United States, supra, 935 F.2d at 1274; Arizona v. United States, supra, 216 Ct. Cl. at 235-36, 575 F.2d at 863 (1978). An examination of all the provisions of this contract reveals a very clear and specific production scheme. In that regard, the specifications which are relevant to this appeal tell us that: (1) each NASA order will require production of 12,000 newsletters, on average ("QUANTITY" specification); (2) all newsletters will be 9-1/2" x 12" ("TRIM SIZE" and "BINDING" specifications); (3) approximately 1,250 copies will be specially prepared for mailing and have a "Postage and Fees Paid" mailing indicia printed on the last page ("PRINTING" specification); and (4) while all newsletters will be folded and trimmed to 9-1/2" x 12", the approximately 1,250 mailing copies will receive a second fold to 9-1/2" x 6" and stitched one time along the 9-1/2" edge ("BINDING" specification) (R4 File, Tab A, pp. 4, 6). Against these provisions, potential bidders were asked to submit, inter alia, one price covering all production costs for the complete production and distribution of the newsletters ("COMPLETE PRODUCT"), and another for the extra folding and stitching operation ("ADDITIONAL OPERATIONS") (R4 File, Tab A, p. 11, 12). It seems to the Board that the entire framework of the parties' contract shows that the disputed "ADDITIONAL OPERATIONS" provision is narrowly tailored and of limited effect. Thus, when properly read, the contract says that of the 12,000 copies of the newsletter comprising the typical NASA order, about 10 percent (1,250 newsletters) will be produced for mailing, which will require an extra fold and a stitch on those copies only. Consequently, in submitting their offers, potential bidders were expected to provide the Government with an overall price for the cost of producing and distributing the newsletters, but to submit a separate price for the cost of preparing 10 percent of the orders for mailing. Indeed, there is no hidden meaning in the "ADDITIONAL OPERATIONS" pricing instructions-it plainly says that "[p]rices quoted shall include the cost of all required materials and operations necessary for folding from 9-1/2 x 12" to 9-1/2 x 6" and stitching with one wire stitch." Thus, for the Appellant to say that the language in "ADDITIONAL OPERATIONS" provision is ambiguous, and that it can be interpreted to include that all folding and trimming operations involved in producing the newsletter, is to "twist or strain" the plain meaning of the words "out of context" and achieve a result which is "weird and whimsical." See Gould, Inc. v. United States, supra, 935 F.2d at 1274; Arizona v. United States, supra, 216 Ct. Cl. at 235-36, 575 F.2d at 863; ITT Arctic Service, Inc. v. United States, supra, 207 Ct. Cl. at 752, 524 F.2d at 684. In effect, the Contractor's interpretation of "ADDITIONAL OPERATIONS" saps that pricing instruction of all meaning in the context of the contract, and reminds the Board of an old sports maxim which states that: "If everyone is an all-star, no one is an all-star." Translating that adage to this case, if, as the Appellant suggests, all folding, trimming and stitching is encompassed by the "ADDITIONAL OPERATIONS" provision, then there are no "additional" operations for those tasks, and the disputed language becomes mere surplusage as a pricing mechanism. In short, the Contractor's interpretation effectively and impermissibly reads the "ADDITIONAL OPERATIONS" pricing instruction out of the contract. See Professional Printing of Kansas, Inc., supra, Sl. op. at 53 (citing DWS, Inc., Debtor- in-Possession, ASBCA No. 29743, 93-1 BCA ¶ 25,404, at 126,540; Falcon Jet Corp., DOT CAB No. 78-32, 82-1 BCA ¶ 15,477, at 76,693). The Respondent's interpretation of the contract, on the other hand, relies on the "BINDING" specification exclusively to anchor its view that the charge for the 9-1/12" x 12" fold (which was common to all newsletters) should have been included in the "COMPLETE PRODUCT" price, while only the cost of the extra 9-1/2" x 6" fold and stitch required for mailing approximately 10 percent of the average order should have been figured under "ADDITIONAL OPERATIONS." GPO's reading is in complete harmony with the basic principle that an agreement should be interpreted as a whole, without negating the language of any part of the contract. Accordingly, the Board finds that the Government's interpretation of the contract is the only reasonable interpretation of the contract read as a whole, and the only one which the disputed language will support. When a contract admits to only one construction, it is not ambiguous. See Professional Printing of Kansas, Inc., supra, Sl. op. at 54; Web I, supra, Sl. op. at 21; R.C. Swanson Printing and Typesetting Co., supra, Sl. op. at 43-48. See also, Rainbow Construction Co., Inc., AGBCA No. 87-370-1, 92-3 BCA ¶ 25,130 at 125,287 (citing International Business Investments, Inc. v. United States, 17 Cl.Ct. 122 (1989), aff'd, 895 F.2d 1421 (Fed. Cir. 1990); G.M. Shupe, Inc. v. United States, 5 Cl.Ct. 662, 704 (1984)); Falcon Jet Corp., supra, 82-1 BCA at 76,693 (citing Martin Lane Co. v. United States, 193 Ct. Cl. 203 (1970); General Dynamics Corp., DOT CAB 76-29, 79-1 BCA ¶ 13,858). B. Under the circumstances of this case, the Respondent is not estopped from recovering the overpayments erroneously made to the Appellant. The Appellant's estoppel defense relies on two primary contentions: (1) its bid structure, which shifted the cost of folding from "COMPLETE PRODUCT" to "ADDITIONAL OPERATIONS," was based on the pre-award advice of an ARPPO employee who agreed with the Contractor's interpretation of the contract and promised to modify the agreement after award; and (2) GPO withdrew its initial objection to the Appellant's billing for folding and stitching as "ADDITIONAL OPERATIONS" on Print Order 60110,28 and continued to pay for those operations at the higher rate over the rest of the contract term. See RTSC, pp. 3, 4; Draft Report, pp. 7, 12-13. The Respondent, on the other hand, resists estoppel in this case by essentially interposing two "black letter" principles of Government contract law: (1) in order to estop the Government it must be shown that its agent was acting within the scope of his or her actual authority on the matter at issue; and (2) in any event, estoppel cannot be asserted against the Government's inherent right to recoup illegal or erroneous overpayments either by set off or otherwise. Res. Brf., pp. 5-8. It was apparent to the Board at the prehearing conference on June 26, 1990, that the Appellant's understanding of estoppel is derived from private sector commercial practice. However, as the Board indicated at that meeting, the law of estoppel is different where a contractor is dealing with the Government. Draft Report, pp. 7, 14-15. See Office of Personnel Management v. Richmond, 496 U.S. 414, 419-20, 110 S.Ct. 2465, 2469, 100 L.Ed.2d 387 (1990) ("From our earliest cases, we have recognized that equitable estoppel will not lie against the Government as it lies against private litigants." Citing Lee v. Munroe & Thornton, 7 Cranch 366, 3 L.Ed. 373 (1813); The Floyd Acceptances, 7 Wall. 666, 19 L.Ed. 169 (1869); Utah Power & Light Co. v. United States, 243 U.S. 389, 408-409, 37 S.Ct. 387, 391, 61 L.Ed. 791 (1947); Federal Crop Insurance Corp. v. Merrill, 332 U.S. 380, 68 S.Ct. 1, 92 L.Ed. 10 (1947)); Heckler v. Community Health Services of Crawford County, 467 U.S. 51, 60-61, 104 S.Ct. 2218, 2224, 81 L.Ed.2d 42 (1984) ("When the Government is unable to enforce the law because the conduct of its agents has given rise to an estoppel, the interest of the citizenry as a whole in obedience to the rule of law is undermined. It is for this reason that it is well settled that the Government may not be estopped on the same terms as any other litigant." Citing Immigration and Naturalization Service v. Hibi, 414 U.S. 5, 8, 94 S.Ct. 19, 21, 38 L.Ed.2d 7 (1973) (per curiam); Federal Crop Insurance Corp. v. Merrill, 332 U.S. 380, 383, 68 S.Ct. 1, 2, 92 L.Ed. 10 (1947)). In this case, the Respondent has correctly stated the principles relating to Government estoppel, and when applied to the facts of this case they support its position.29 Estoppel is an equitable doctrine invoked to avoid injustice in particular cases, and the party claiming its benefit must have relied on its adversary's conduct "in such manner as to change his position for the worse." Heckler v. Community Health Services of Crawford County, 467 U.S. 51, 59, 104 S.Ct. 2218, 2223, 81 L.Ed.2d 42 (1984); USA Petroleum Corp. v. United States, 821 F.2d 622, 625 (Fed. Cir. 1987); Flag Real Estate, Inc., HUD BCA No. 84-899-C14, 88-3 BCA ¶ 20,866, at 105,517. See also John Cibinic, Jr. & Ralph C. Nash, Jr., Administration of Government Contracts, 3d Ed. (1995), The George Washington University, Washington, DC, p. 69 ("Estoppel is a concept that prohibits a party from escaping liability for statements, actions, or inactions if they have been relied on by the other party.") (hereinafter Cibinic & Nash).30 Estoppel arises when the following four conditions are met: (a) the Government knows or has reason to know the facts; (b) the Government either intends that its conduct or statements be acted upon or acts in such a manner as to give the contractor that impression; (c) the contractor must not have knowledge of the true facts known by the Government; and (d) the contractor detrimentally relies on the Government's conduct or statements. See Castillo Printing Co., GPO BCA 10-90 (May 7, 1991), Sl. op. at 46, fn. 30, reconsid. denied, GPO BCA 10-90 (March 30, 1992) (citing, American Electronic Laboratories, Inc. v. United States, 774 F.2d 1110, 1113 (Fed. Cir. 1985); Emeco Industries, Inc. v. United States, supra, 202 Ct. Cl. 1006, 485 F.2d at 657); Professional Printing of Kansas, Inc., supra, Sl. op. at 33, fn. 48 (citing Heckler v. Community Health Services of Crawford County, supra; OAO Corp. v. United States, 17 Cl. Ct. 91, 104 (1989); Granite Construction Co., ENG BCA No. 4642, 89-3 BCA ¶ 21,946, at 110,395 (1989)). See also Jana, Inc. v. United States, 936 F.2d 1265, 1270 (Fed. Cir. 1991); USA Petroleum Corp. v. United States, supra, 821 F.2d at 625; American National Bank and Trust Co. of Chicago v. United States, 23 Cl. Ct. 542, 549 (1991); Colorado State Bank of Walsh v. United States, 18 Cl. Ct. 611, 633 (1989), aff'd, 904 F.2d 45 (Fed. Cir. 1987); Hazeltine Corp. v. United States, 10 Cl.Ct. 417, 442 (1986), aff'd, 820 F.2d 1190 (Fed. Cir. 1987); Pacific Gas & Electric Co. v. United States, 3 Cl. Ct. 329, 340 (1983); Taylor & Sons Equipment Co., ASBCA No. 34675, 89-2 BCA ¶ 21,584, at 108,680; Embarcadero Center, Ltd., supra, 89-1 BCA ¶ 21,362, at 107,681-82; Flag Real Estate, Inc., supra, 88-3 BCA ¶ 20,866, at 105,518. Whether or not these four elements have been satisfied is a question of fact.31 See Professional Printing of Kansas, Inc., supra, Sl. op. at 33, fn. 48 (citing Tidewater Equipment Co. v. Reliance Insurance Co., 650 F.2d 503, 506 (4th Cir. 1981)). However, before these estoppel elements can come into play, the contractor must first show that: (1) the Government representative whose statements or conduct forms the basis for the estoppel was acting within the scope of his or her authority; and (2) the Government was acting in its proprietary capacity rather than its sovereign capacity. See Castillo Printing Co., supra, Sl. op. at 43 (citing, Gordon Woodroffe Corp. v. United States, 122 Ct.Cl. 723, 104 F.Supp. 984 (1952); Federal Crop Insurance Corp. v. Merrill, supra); Professional Printing of Kansas, Inc., supra, Sl. op. at 34, fn. 50 (citing Manloading & Management Associates, Inc. v. United States, supra; Federal Crop Insurance Corp. v. Merrill, supra). See also United States v. Georgia-Pacific Co., 421 F.2d 92 (9th Cir. 1970). Once these threshold requirements are met, the normal common law rules of estoppel apply. See Burnside-Ott Aviation Training Center, Inc. v. United States, supra, 985 F.2d at 1581. The burden of proof in Government estoppel cases is on the contractor, and it is a substantial one. See Haber v. United States, 17 Cl. Ct. 496 (1989), aff'd, 904 F.2d 45 (1990). See also Heckler v. Community Health Services of Crawford County, supra, 467 U.S. at 61, 104 S.Ct. at 2224 ("heavy burden"). Setting aside the "sovereign capacity" question, the contractor's burden with regard to the authority of the Government agent is to establish that the representative had actual authority to act; e.g., to make or modify a contract- apparent authority will not suffice.32 See Printing Corp. of the Americas, Inc., GPO BCA 14-84 (January 28, 1985), Sl. op. at 11, 1985 WL 154851. See also Heckler v. Community Health Services of Crawford County, supra, 467 U.S. at 63, 104 S.Ct. at 2225, fn. 17; Federal Crop Insurance Corp. v. Merrill, supra, 332 U.S. at 384, 68 S.Ct. at 3; Shearin v. United States, 25 Cl. Ct. 294, 297 (1992); Johnson v. United States, supra, 15 Cl. Ct. at 174; Hazeltine Corp. v. United States, supra, 10 Cl. Ct. at 440; Radioptics, Inc. v. United States, 223 Ct. Cl. 594, 612, 621 F.2d 1113, 1123 (1980); Thanet Corp. v. United States, 219 Ct. Cl. 75, 85, 591 F.2d 629, 635 (1979); Housing Corp. of America v. United States, 199 Ct. Cl. 705, 711, 468 F.2d 922, 925 (1972). Stated otherwise, an estoppel against the Government cannot be based on the unauthorized actions or misrepresentations of its agents, or acts beyond the scope of their authority.33 See Printing Corp. of the Americas, Inc., supra, Sl. op. at 11. See also Howard v. United States, 31 Fed. Cl. 297 (1994); New America Shipbuilders, Inc. v. United States, 15 Cl. Ct. 141 (1988); aff'd, 871 F.2d 1077 (Fed.Cir. 1989); Shearin v. United States, supra; Hoskins Lumber Co., Inc. v. United States, supra; American National Bank and Trust Co. of Chicago v. United States, supra; Prestex, Inc. v. United States, supra. As the Supreme Court has noted: "[t]his is consistent with the general rule that those who deal with the Government are expected to know the law and may not rely on the conduct of Government agents contrary to law." See Heckler v. Community Health Services of Crawford County, supra, 467 U.S. at 63, 104 S.Ct. 2225. It is upon this rock that the Contractor's estoppel argument founders. In this case, the Appellant had the burden of showing that on April 14, 1988, as alleged, it had a conversation with either Pace, Proctor, or some other ARPPO employee specifically identified by the Contractor, about how to charge for folding and stitching the newsletters. The Appellant also had to show that the employee to whom it spoke had the authority to confirm its interpretation of the contract that all such costs should be included under "ADDITIONAL OPERATIONS," and to modify the contract accordingly. The Contractor has done neither. Even assuming arguendo that there was a pre-bid conversation concerning the appropriate way to account for folding and stitching costs, the Appellant has not presented any proof whatsoever that it dealt with some ARPPO employee who had responsibility for the contract in question or the authority to bind the Respondent with respect to the issues raised by the Contractor. Perhaps even more telling, inasmuch as Pace and Proctor have denied the Appellant's claim that it spoke one of them on that occasion, see R4 File, Tabs D and F; Draft Report, p. 13, the Contractor's failure to specifically identify the ARPPO employee involved raises the same doubt in the Board's mind that it did in the Respondent's, about whether the conversation ever took place at all. Res. Brf., p. 5. In any event, even if the Appellant did talk to either Pace or Proctor, neither of them, by their own admission, possessed the requisite authority to deal with the contract matters raised by the Contractor. Finally, without the "promised" contract modification or some other writing in the record, the Appellant's case is reduced to a claim of reliance on oral advice from an ARPPO employee, which can never support an estoppel against the Government. See Heckler v. Community Health Services of Crawford County, supra, 467 U.S. at 65, 104 S.Ct. at 2226-27; Prestex, Inc. v. United States, supra, 3 Cl. Ct. at 379. See also Fletcher v. United States, 14 Cl. Ct. 776 (1988); Eastern Marine, Inc. v. United States, 5 Cl. Ct. 34 (1984), aff'd in part, rev'd in part, 765 F.2d 158 (Fed. Cir. 1985); Flag Real Estate, Inc., supra, 88-3 BCA ¶ 20,866, at 105,517 (absence of written contract modification tended to show that no modification had been agreed to orally). Thus, as explained by the Supreme Court in Heckler: The appropriateness of respondent's reliance is further undermined because the advice it received from Travelers was oral. It is not merely the possibility of fraud that undermines our confidence in the reliability of official action that is not confirmed or evidence by a written instrument. Written advice, like a written judicial opinion, requires its author to reflect about the nature of the advice that is given to the citizen, and subjects that advice to the possibility of review, criticism, and reexamination. The necessity for ensuring that government agents stay within the lawful scope of their authority, and that those who seek public funds act with scrupulous exactitude, argues strongly for the conclusion that an estoppel cannot be erected on the basis of the oral advice that underlay respondent's cost reports. See Heckler v. Community Health Services of Crawford County, supra, 467 U.S. at 65, 104 S.Ct. at 2226-27. Under GPO's regulations, the only person authorized to enter into, administer and terminate contracts, and to make related determinations and findings, and who therefore could have done something about the Appellant's concerns, is the Contracting Officer.34 See, PPR, Chap. I, Sec. 2 (Definition of "Contracting Officer"), Sec. 3, ¶ 2(d) (Procurement Authority- Contracting Officers). See also RD Printing Associates, Inc., supra, Sl. op. at 10, fn. 11 (in "direct deal" arrangements, the Contracting Officer retains authority to interpret the contract); Castillo Printing Co., supra, Sl. op. at 48. However, the Appellant has not alleged that it spoke to the Contracting Officer about how to bill for folding and stitching under the contract, and there is nothing in the record to indicate that the Contracting Officer delegated his authority to deal with the Contractor to any ARPPO employee. See Professional Printing of Kansas, Inc., supra, Sl. op. at 34, fn. 50 (Contract Administrator). Accord American Electronic Laboratories, Inc. v. United States, supra, 774 F.2d at 1115-16 (Technical Representatives); Max Drill, Inc. v. United States, supra, 192 Ct. Cl. at 625, 427 F.2d at 1243 (Technical Representative who also designed the project).35 Compare, Prestex, Inc. v. United States, supra, 3 Cl. Ct. at 380 (Procurement Agent was not a technical representative of the contracting officer, nor was she the designer of the underlying project, and her promise did not involve the interpretation of an ambiguous provision in the contract but rather attempted to vary a specific term in the written agreement). Similarly, the record is devoid of evidence to show that the Contracting Officer ratified any unauthorized act or commitment by an ARPPO employee relating to the Appellant. See Castillo Printing Co., supra, Sl. op. at 44, fn. 27. Accord California Sand & Gravel, Inc. v. United States, 22 Cl. Ct. 19, 27 (1990), aff'd, 937 F.2d 624 (Fed. Cir. 1991); Durocher Dock & Dredge, Inc., ENG BCA No. 5768, 91-3 BCA ¶ 24,145; Tymeshare, PSBCA No. 206, 76-2 BCA ¶ 12,218. Cf., Allen Wayne, Ltd., GPO 6-87 (November 20, 1987) Sl. op. at 11, 12, fn. 1, 1987 WL 228973 (acquiescence found). When all is said and done, the Appellant has failed to demonstrate that the Contracting Officer, or some other ARPPO employee with delegated authority to act on his behalf, subscribed to its view that the contract's "ADDITIONAL OPERATIONS" provision was the proper pricing mechanism for all folding and stitching operations, and agreed to modify the contract to that effect. Thus, on this record, the Contractor's case is essentially a collection of unverified assertions amounting to little more than argument, which standing alone cannot substitute for proof. Cf. Reese Manufacturing, Inc., ASBCA No. 35144, 88-1 BCA ¶ 20,358. Indeed, the Board has never allowed such unsubstantiated contentions to form the basis for recovery. See Hurts Printing Co., Inc., GPO BCA 27-92 (January 21, 1994), Sl. op. at 29, 1994 WL 275098; Printing Unlimited, GPO BCA 21-90 (November 30, 1993), Sl. op. at 12, 1993 WL 516844; Banta Co., GPO BCA 3-91 (November 18, 1993), Sl. op. at 52, 1993 WL 526919; Stephenson, Inc., supra, Sl. op. at 57, 1991 WL 439269; Fry Communications, Inc./InfoConversion Joint Venture, GPO BCA No. 9-85, Decision on Remand (August 5, 1991), Sl. op. at 33, fn. 31, (citing, Fry Communications, Inc./InfoConversion Joint Venture v. United States, supra, 22 Cl.Ct. at 510). Accord Singleton Contracting Corp., GSBCA No. 8548, 90-2 BCA ¶ 22,748; Tri-State Services of Texas, Inc., ASBCA No. 38019, 89-3 BCA ¶ 22,064)); Gemini Services, Inc., ASBCA No. 30247, 86-1 BCA ¶ 18,736. Accordingly, because the Appellant has failed to carry its burden of proving that the ARPPO employee to whom it spoke, whoever that might have been, had actual authority to act on behalf of the Government, its estoppel defense cannot cross the threshold established by law. See Singer Co., Librascope Division, ASBCA No. 17604, 75-2 BCA ¶ 11,401, at 54,288, aff'd, 217 Ct. Cl. 225, 576 F.2d 905 (1978) Although further discussion of the application of estoppel is rendered unnecessary by the above ruling, the Board feels compelled to say something about the second ground raised by the Appellant in this case. In that regard, the Contractor believes that the Respondent's attempt to recover the erroneous overpayments is unfair because GPO withdrew its initial objection to the Appellant's billing method and continued to pay for all folding and stitching operations at the "ADDITIONAL OPERATIONS" rate for the remainder of the contract. In essence, the Contractor's contention relates to the fourth element of estoppel; i.e., detrimental reliance on the Government's conduct or statements. However, even if the Appellant had managed to pass the threshold test for estoppel, the Board would still have dismissed its claim because such a reliance argument is totally without merit in the context of this case. First, the Board's decision on the "ambiguity" question, holding that the "ADDITIONAL OPERATIONS" provision only covered the extra folding and stitching required on the mailing copies of the newsletter, effectively invalidated any payments made to the Appellant under that pricing mechanism for folding, trimming and stitching all copies of the publication on the ground that they were erroneous. Consequently, the Respondent had a legal right to recover all monies paid to the Contractor over and above the amount due for that additional folding and stitching step. See RD Printing Associates, supra, Sl. op. at 36, fn. 34 ("However, the Board does note its agreement with the Respondent that, as a general rule, the Government is not estopped from rectifying an earlier error in contract administration and may recover funds erroneously paid. Citing, United States v. Ulvedale, 372 F.2d 31, 35 (8th Cir. 1967); Assignees for the Benefit of Creditors of A. Hoen & Co., Inc., GPOCAB Panel 9-82 (October 21, 1983), Sl. op. at 4-5, aff'd sub nom., Tatelbaum v. United States, 10 Cl.Ct. 207 (1986)). See also United States v. Wurts, supra; 303 U.S. at 415; American National Bank and Trust Co. of Chicago v. United States, supra, 23 Cl. Ct. at 550; Aetna Casualty & Surety Co. v. United States, supra, 208 Ct. Cl. at 520, 526 F.2d at 1130; Fansteel Metallurgical Corp. v. United States, supra, 145 Ct. Cl. at 499-501, 172 F.Supp. at 270-71. Second, the nub of the Appellant's argument-that even if the Respondent's payments for all folding and stitching under the "ADDITIONAL OPERATIONS" provision was erroneous, recovery of the excess amount is nonetheless unfair because GPO's continued payments at the higher rate misled the Contractor into believing that there was no dispute-is not the sort of detrimental reliance contemplated by the estoppel rules. When confronted by a similar claim in Heckler, the Supreme Court stated, in pertinent part: In this case, the consequences of the Government's misconduct were not entirely adverse. Respondent did receive an immediate benefit as a result of the double reimbursement. Its detriment is the inability to retain money that it should never have received in the first place. Thus, this is not a case in which the respondent has lost any legal right, either vested or contingent, or suffered any adverse change in its status. [Footnote omitted.] When a private party is deprived of something to which it was entitled of right, it has surely suffered a detrimental change in its position. Here respondent lost no rights but merely was induced to do something which could be corrected at a later date. * * * * * * * * * * A for-profit corporation could hardly base an estoppel on the fact that the Government wrongfully allowed it the interest-free use of taxpayers' money for a period of two or three years, enabling it to expand its operation. No more can respondent claim any right to expand its services to levels greater than those it would have provided had the error never occurred. Curtailment of operation does not justify an estoppel when-by respondent's own account-the expansion of its operation was achieved through unlawful access to governmental funds. . . . Respondent cannot raise and estoppel without proving that it would be significantly worse off than if it had never obtained the [Comprehensive Employment and Training Act] funds in question. See Heckler v. Community Health Services of Crawford County, supra, 467 U.S. at 61-63, 104 S.Ct. 2224-25. See also Chula Vista School District v. Bennett, 824 F.2d 1573, 1583-84 (Fed. Cir. 1987), cert. denied, 484 U.S. 1042 (1988) (no proof that school district changed its position to its detriment because of Government conduct); United States v. Board of Education of the City of Union City, 697 F.Supp. 167, 178 (D.N.J. 1988) (inability to retain money that should not have been paid is not a detriment that gives rise to estoppel); Estate of Piper v. United States, 8 Cl. Ct. 243, 249 (1985) (redeeming unmatured bonds at par value to pay an estate tax assessment which is later determined to be excessive is not detrimental reliance entitling the taxpayer to a cash refund of the full amount). Applying the Supreme Court's logic to this case, while the Appellant may have considered the Respondent's invoice payments as proof that it was properly billing for folding and stitching tasks under the contract, in fact, the Contractor suffers no legal injury by being required to surrender monies which it would not have received if the Government had made the correct payments in the first instance. In short, while there was indeed reliance of a sort here, it was not detrimental because the Contractor has not been placed in a worse position than it would have been otherwise. See Heckler v. Community Health Services of Crawford County, supra, 467 U.S. at 59, 104 S.Ct. 2223; Chula Vista School District v. Bennett, supra, 824 F.2d at 1583-84; United States v. Board of Education of the City of Union City, supra, 697 F.Supp. at 178; Estate of Piper v. United States, supra, 8 Cl. Ct. at 249. See also Coral Petroleum, Inc., supra, 86-1 BCA ¶ 18,533 (contractor not prejudiced by government delay and subsequent demand for payment and formal claim assertion); Okaw Industries, Inc., ASBCA No. 17863, 75-1 BCA ¶ 11,321, reconsid. denied, 75-2 BCA ¶ 11,571 (no injury to contractor from disallowance of settlement); Simmonds Precision Products, Inc., ASBCA No. 18110, 74-1 BCA ¶ 10,472 (Government not estopped from assessing liquidated damages after two years absent proof of prejudice from delay). Accordingly, apart from the Appellant's failure to sustain its burden on the threshold issue, the Board also concludes that the Contractor has not shown that it is entitled to an estoppel on the merits. CONCLUSION The Board finds that under the terms of the contract the Appellant was not authorized to invoice, nor the Respondent to pay, for the folding, trimming and stitching of all newsletters as an extra operation pursuant to the contract pricing mechanism entitled "ADDITIONAL OPERATIONS." Rather, that provision only contemplated compensating the Contractor for the additional folding and stitching step required on the approximately 10 percent of each order which was destined for mailing. Nonetheless, the record shows that GPO paid the Appellant's folding and stitching charges in full, as billed over the life of the contract. The Respondent's payments thus made were in error. As a result of this mistake, the Government wound up overpaying for the extra work and unjustly enriching the Appellant in the amount of $16,380.00. Under these circumstances, restitution is a proper remedy. See Joan C. Morningstar et al., supra, 92-3 BCA ¶ 25,120, at 125,230 (citing 3 Corbin on Contracts, sec. 617 at 758-59 (1960, Supra. 1971); Coral Petroleum, Inc., supra, 86-1 BCA ¶ 18,533, at 93,107 (citing United States v. Russell Manufacturing Co., 349 F.2d 13 (2d Cir. 1965); RESTATEMENT OF RESTITUTION §§ 1, 20, 21). Consequently, the Respondent had an inherent right to recover the erroneous overpayments; indeed, it was legally required to do so. See United States v. Wurts, supra, 303 U.S. at 415; Aetna Casualty & Surety Co. v. United States, supra, 208 Ct. Cl. at 520, 526 F.2d at 1130; Fansteel Metallurgical Corp. v. United States, 145 Ct. Cl. at 500, 172 F.Supp. at 270. Corresponding, the Appellant was duty-bound to refund the money unless it could show: (a) that its interpretation of the contract was reasonable; or (b) the Government's recoupment claim was estopped as a matter of equity. It has been unable to do either. See Professional Printing of Kansas, Inc., supra, Sl. op. at 51, 54; Web I, supra, Sl. op. at 21; Castillo Printing Co., supra, Sl. op. at 46, fn. 30. See also Heckler v. Community Health Services of Crawford County, supra, 467 U.S. at 63, 104 S.Ct. at 2225; Federal Crop Insurance Corporation v. Merrill, supra, 332 U.S. 384, 68 S. Ct. 3. Therefore, GPO is entitled to recoup $16,380.00 from the Appellant, in accordance with the Contracting Officer's final decision.36 ORDER Because the Board finds and concludes that the disputed contract terms are clear and unambiguous, specifically insofar as the "ADDITIONAL OPERATIONS" pricing provision only refers to billing for the extra folding and stitching required for the mailing copies of the newsletter, and since the Appellant has not sustained its burden of proof with regard to estoppel, the decision of the Contract Officer is AFFIRMED, and the appeal is DENIED. It is so Ordered. June 30, 1995 STUART M. FOSS Administrative Judge _______________ 1 At the time this appeal was filed, the ARPPO's address was 75 Spring Street, SW., Room 700, Atlanta, Georgia 30303-3369. 2 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 May 12, 1989. GPO Instruction 110.12, Subject: Board of Contract Appeals Rules of Practice and Procedure, dated September 17, 1984 (Board Rules), Rule 4(a). It will be referred to hereafter as R4 File, with an appropriate Tab letter (and a page number for Tab A) also indicated. As originally submitted, the R4 File consists of eight documents identified as Tabs A through H. Thereafter, pursuant to the Board's instructions at the prehearing telephone conference held on June 26, 1990, the Respondent augmented the R4 File with four additional documents, identified as Tabs J through M. See, Notice of Filing, dated July 5, 1990. By inadvertence or oversight, no exhibit has been marked as Tab I. 3 The factual description of this case is based: (a) the Appellant's Notice of Appeal, dated March 23, 1989; (b) the R4 File; (c) the Appellant's Complaint, dated May 18, 1989; (d) the Appellant's Letter, dated June 16, 1989, submitting additional information in accordance with Rule 4(b) of the Board Rules (Appellant's Exhibits A-F); (e) the Respondent's Answer, dated June 26, 1989; and (f) the Report of Telephone Status Conference, dated August 14, 1992 (RTSC). In addition, at the status conference, which was held on August 4, 1992, the Board informed the parties that the former Administrative Judge had prepared a draft Prehearing Telephone Conference Report, dated June 27, 1990 (Draft Report), of the meeting he held on June 26, 1990, but had not issued it to them because an agency reorganization soon afterward resulted in his reassignment to another senior position within GPO. Since the Board believed that the Draft Report should be included as part of the appeal record, it told the parties that they would be provided a copy for their comments and/or corrections. RTSC, p. 5. Although the Board sent each party a copy of the Draft Report on August 14, 1992, neither of them submitted comments and/or corrections for the Board's consideration. Consequently, the Board included the Draft Report in the record as originally written. See Order Establishing A Briefing Schedule and Setting a Date for Settling the Record, dated September 15, 1992, p. 2. See also Web Business Forms, Inc., GPO BCA 31-89 (July 22, 1994), Sl. op. at 2, fn. 3. The facts, which are essentially undisputed, are recited here only to the extent necessary for this decision. 4 The record indicates that there were 33 potential contractors on the original bid list, and that three (3) other possible offerors asked for a copy of the invitation for bid (R4 File, Tab J). See Draft Report, p. 10. However, the Respondent only received three (3) responsive bids, including the Appellant's. Id. The other two contractors who submitted bids which GPO considered were Baker Press, Inc. (Baker), and Susie Rittger Associates (Rittger) (R4 File, Tabs L and M). Coastal Printing, the previous contractor, did not submit an offer. See Draft Report, p. 11. 5 The contract in question was a "direct-deal term contract." As explained in the GPO Agency Procedural Handbook, GPO Publication 305.1, dated March 1987 (GPO Handbook): "[d] irect-deal term contracts allow the customer agency to place print orders (GPO Form 2511) directly with contractors rather than routing them through the GPO for placement." GPO Handbook, Section IV, ¶ 1, at 8. The purpose of this method of contract administration is " . . . to ensure that agency printing needs are met in the most effective and efficient manner possible." Id. It should be noted, however, that agency direct-deal authority ". . . extends only the placement of print orders and to the transmission of copy and proofs. . . . All other authority rests with GPO's Contracting Officers." GPO Handbook, Section IV, ¶ 2, at 9. See RD Printing Associates, Inc., GPO BCA 02-92 (December 16, 1992), Slip op. at 6, fn. 6, 1992 WL 516088; R.C. Swanson Printing and Typesetting Co., GPO BCA 31-90 (February 6, 1992), Slip op. at 6, fn. 4, 1992 WL 487874, aff'd on other grounds, Richard C. Swanson, T/A R.C. Swanson Printing and Typesetting Co. v. United States, Cl.Ct. No. 92-128C (October 2, 1992). 6 The record discloses that the previous contract did not contain a pricing line item for "ADDITIONAL OPERATIONS." See Draft Report, pp. 9-10. 7 The contract was also governed by the applicable articles of GPO Contract Terms, GPO Publication 310.2 (Rev. 10-80) (GPO Contract Terms), GPO's Quality Assurance Through Attributes Program, GPO Publication 310.1 (Rev. 06-81), and Department of Labor Wage and Hour Publication 1313 (R4 File, Tab A, p. 2). 8 The Respondent denies that this telephone conversation occurred. See Answer, ¶ 3. In that regard, the Appellant has identified two employees of the ARPPO as the person at the other end of the telephone. First, the Contractor thought that it talked to Ms. Debbie Pace, but she has no recollection of the call, and besides says that she was not involved with term contracts on that date (R4 File, Tab D). Later, the Appellant claimed that it spoke to Ms. Dorothy Proctor, a Procurement Assistant at the ARPPO, about this matter (R4 File, Tab E). However, Ms. Proctor flatly denied that such a conversation ever took place, and stated that if the Contractor had telephoned she would have referred the call to the ARPPO employees who were responsible for term contracts (R4 File, Tab F). In the final analysis, while Ms. Pace's lack of recollection about talking to the Appellant is not necessarily a denial that the conversation took place, the evidence of record is insufficient to identify with certainty who the Appellant spoke to at the ARPPO on April 14, 1987. 9 The record discloses that the other two responsive bidders, Baker and Rittger, submitted bids without figures for additional folding and stitching (R4 File, Tabs L and M). See Draft Report, pp. 10-11. 10 The record shows that the first invoice submitted by the Appellant, Invoice No. 8889, dated May 7, 1988, was initially sent to GPO without any folding and stitching charge. See App. Exh. A. However, the Contractor subsequently mailed a corrected invoice to the Respondent showing folding and stitching for 11,800 newsletters at the rate of $60.00 per 1,000, or a total of $708.00. Id. See also Complaint ¶ 5; Draft Report, pp. 4-5. 11 The Respondent's recovery claim is based on 25 print orders; i.e., Print Orders 60101-60109, and 60111-60126, inclusive (R4 File, Tab E). With respect to Print Order 60110, the record indicates that this was the first one in which GPO challenged the Contractor's charges for folding and stitching, but after discussing the matter with the Appellant, the Respondent paid the $708.00 invoiced by the Contractor. See Draft Report, pp. 5-6, 9. 14. See also App. Exh. C (Invoice No. 9879, paid November 14, 1987). Therefore, Print Order 60110 is not part of this case since the Government has, in effect, waived its claim as to that payment. 12 Appellant's invoice numbers 8889, 8986 and 9069, mistakenly refer to Government print order numbers 60001, 60002 and 60003, respectively, although it is clear that the correct print order references should be 60101, 60102 and 60103. See App. Exh. A. However, the misidentification was quickly corrected beginning with invoice number 9188 for print order number 60104. Id. 13 The Respondent's debt collection procedure is contained in GPO's Printing Procurement Regulation. See Printing Procurement Regulation, GPO Publication 305.3 (Rev. 10-90), Chap. VIII, Sec. 3 (hereinafter PPR). The PPR gives primary responsibility for determining the amounts of and collecting contract debts to the agency Comptroller-i.e., FMS-the same GPO organization designated by the contract to receive the Appellant's vouchers. See PPR, Chap. VIII, Sec. 3 ¶ 3.b; R4 File, Tab A, p. 3 (Payment). 14 See note 8 supra. 15 Apart from the respective positions taken by the parties in the Complaint, the Answer, the Draft Report, and the RTSC, each party filed a brief with the Board, and the Appellant submitted a reply brief. The Appellant's initial brief was filed with the Board on October 13, 1992, and shall be referred to hereinafter as "App. Brf.," with an appropriate page citation thereafter. The Appellant's reply brief was submitted to the Board on October 28, 1992, and shall be referred to hereinafter as "App. R. Brf.," with an appropriate page citation thereafter. The Respondent's initial brief was submitted to the Board on October 13, 1992, and shall be referred to hereinafter as "Res. Brf.," with an appropriate page citation thereafter. Accordingly, the Board's understanding of the positions of the parties is based on: (a) the Appellant's Complaint; (b) the Respondent's Answer; (c) the Draft Report; (d) the RTSC; (d) the initial briefs of the parties; and (e) the Appellant's reply brief. 16 At the prehearing conference on June 26, 1990, the Appellant also argued that this same Government conduct at the very least established a "quasi contract" between the parties. Draft Report, p. 13. The dictionary tells us that a "quasi contract" is "an obligation which law creates in the absence of an agreement; it is invoked by courts where there is an unjust enrichment. [Citation omitted.]" BLACK'S LAW DICTIONARY 1245 (6th ed. 1990). It is sometimes referred to as an implied-in-law contract (a legal fiction) to distinguish it from an implied-in-fact contract (a voluntary agreement inferred from the parties' conduct), and its function is to create a legal duty where in fact the parties made no promises, without regard to any apparent intention on their part. Id. The Contractor's theory was that the extra folding and stitching of the newsletters was a "valuable benefit" to the Government for which it should have to pay, and that allowing recoupment of the alleged overcharges would unjustly enrich the Respondent. Draft Report, p. 14. The Board rejected this notion essentially on two grounds: (a) there was nothing in the facts presented to support a finding that there was an implied contract in this case; and (b) the doctrine of "unjust enrichment" would not apply to a situation in which a contractor provides something which the Government did not ask for. Draft Report, p. 18. In that regard, it is settled that the jurisdiction of agency boards of contract appeals over implied contracts is limited, and does not extend to so-called "quasi contracts." See Embarcadero Center, Ltd., GSBCA No. 8526, 89-1 BCA ¶ 21,362, at 107,681 ("The Board lacks jurisdiction over contracts that are implied in law; i.e., that are implied as a matter of equity to avoid injustice."). Boards do have jurisdiction over implied-in-fact contracts because they have the same elements as an express contract (offer, acceptance and consideration), and the parties must engage in a pattern of conduct that establishes a mutual intent to enter into a binding agreement or shows a tacit understanding that such an agreement exists. Id. (citing, Hatzlachh Supply Co. v. United States, 444 U.S. 460, 465, fn. 5 (1980); Fincke v. United States, 675 F.2d 289, 295 (Ct.Cl. 1987); Tree Farm Corp. v. United States, 585 F.2d 493, 500 (Ct.Cl. 1978); Russell Corp. v. United States, 537 F.2d 474, 481-82 (Ct.Cl. 1976), cert. denied, 429 U.S. 1073 (1977); Parking Co. of America, Inc., GSBCA No. 7654, 87-2 BCA ¶ 19,823, at 100,925). Although the Board rejected the Appellant's "quasi contract" theory, it indicated that it would review the matter under quantum meruit principles. Draft Report, p. 18. In that regard, for quantum meruit to apply in this case, the Appellant would have to prove that the Government received a benefit, and that the unauthorized goods or services were expressly or impliedly ratified by the Contracting Officer or some other authorized contracting official. See Publishers Choice Book Manufacturing Co., GPO BCA 4-84 (August 18, 1986), Sl. op. at 13, 1986 WL 181457 (the Board held that compensation based on quantum meruit excludes the theory of equitable estoppel). See also Checker Van Lines, Comp.Gen.Dec. B-206542, 82-2 CPD ¶ 219, reconsid. denied, B-206542.2, 84-2 CPD ¶ 253; Singer Co., Comp.Gen.Dec. B-183878, 75-1 CPD ¶ 406; Acme, Inc., Comp.Gen.Dec. B-182584, 74-2 CPD ¶ 310; INTASA, Inc., Comp.Gen.Dec. B-180876, 74-1 CPD ¶ 148. Accordingly, the Board suggested to the Contractor that it review the law of Government contracts with respect to quantum meruit and "unjust enrichment," which it would find was "quite different from the law of contracts generally." Draft Report, pp. 14-15. The record shows that the Appellant did not raise this issue at the subsequent status conference on August 4, 1992, or in its brief, and the Board assumes that it has now abandoned quantum meruit as a theory of relief. 17 The Respondent also believes that the Contractor's failure to pursue the matter of a contract modification with GPO after the contract was awarded is further evidence that the conversation never took place. Res. Brf., p. 5 (citing, Draft Report, p. 4). 18 During the prehearing conference, the parties also disagreed about whether a Government employee, even if he or she possessed the requisite contracting authority, could make the sort of commitment the Appellant says was made to it. Draft Report, pp. 8-9. 13. In the Respondent's view, such special agreements with only one bidder are illegal and unenforceable. Res. Brf., p. 7 (citing, Rogers Helicopters, Inc., AGBCA No. 75-147, 77-2 BCA ¶ 12,562; Ralph Rosedale, AGBCA No. 441, 77-1 BCA ¶ 12,344). Indeed, GPO observes that the contract in this case contained a solicitation provision which made clear that the Government cannot negotiate special agreements with only one prospective bidder. Id. (citing, GPO Contract Terms, Solicitation Instruction 1-2). Consequently, if the sort of arrangement described by the Appellant had been made, as alleged, it would have violated the contract, been at odds with Government contract law, thus null and void. Res. Brf., p. 7. Although the Board finds it unnecessary to resolve the controversy in the context of this decision, it does concur in the Respondent's statement of the law. See Prestex, Inc. v. United States, 3 Cl.Ct. 373, 379 (1983), reaff'd on reconsid., 4 Cl.Ct. 317 (1984), aff'd, 746 F.2d 1489 (Fed. Cir. 1984) ("To allow oral contracts in the pre-award stage to vary specific delivery requirements of the solicitation, without disclosure to the other bidder(s), would impinge on the integrity of the advertised procurement process. [Footnote omitted.]"). Moreover, the Board notes that the prohibition against ex parte communications with only one prospective bidder regarding solicitation information, is still agency policy. See, GPO Contract Terms, Solicitation Provisions, Supplemental Specifications, and Contract Clauses, GPO Publication 310.2, Effective December 1, 987 (Rev. 9-88), Solicitation Provisions, ¶ 2 (Information Furnished to Bidders). 19 As the Respondent observes, the statute of limitations on suits for the collection of money under an express or implied contract is six (6) years from the dated on which the cause of action accrued. Res. Brf., p. 8 (citing, 28 U.S.C. § 2415 (1988)). Furthermore, the period for recovering on a claim by administrative offset is ten (10) years. RTSC, p. 4. See also, Res. Brf., p. 8 (citing, 31 U.S.C.§ 3716(c)(1) (1988); 28 U.S.C. § 2415(i) (1988)). It is undisputed that the Respondent made its recoupment claim well within the limitations period. RTSC, p. 4. 20 The record on which the Board's decision is based consists of: (a) the Notice of Appeal, dated March 23, 1989; (b) the R4 File (Tabs A-H, and J-M); (c) the Complaint, dated May 18, 1989; (d) Appellant's Exhibits A-F, submitted with its letter, dated June 16, 1989; (e) the Answer, dated June 26, 1989; (f) the draft Prehearing Telephone Conference Report, dated June 27, 1990; (g) the Report of Telephone Status Conference, dated August 14, 1992; (h) the Appellant's brief filed with the Board on October 13, 1992; (i) the Respondent's brief submitted to the Board on October 13, 1992; and (j) the Appellant's reply brief of October 28, 1992. Furthermore, although the record was mostly compiled before the undersigned was appointed GPO's Administrative Judge, see note 3 supra, that fact is not an impediment to his authorship of this decision. See, Web Business Forms, Inc., GPO BCA 16-89 (September 30, 1994), Sl. op. at 16, fn. 15 (Web I); Web Business Forms, Inc., supra, Sl. op. at 12, fn. 18. Accord, C&L Construction Co., Inc., ASBCA Nos. 22993, 23040, 81-2 BCA ¶ 15,373, at 76,168 (citing, Sternberger v. United States, 185 Ct.Cl. 528, 401 F.2d 1012 (1968); Sundstrand Turbo v. United States, 182 Ct.Cl. 31, 389 F.2d 406 (1968)). 21 The Merrick Business Forms case was decided by one of the ad hoc contract appeals panels which considered appeals from final decisions of GPO Contracting Officers prior to the establishment of the Board in 1984. GPO Instruction 110.10C, Subject: Establishment of the Board of Contract Appeals, dated September 17, 1984. Decisions of these ad hoc panels are cited by the Board in its decisions as GPOCAB. While the Board is not bound by the decisions of the ad hoc panels, its policy is to follow their rulings where applicable and appropriate. See, Universal Printing Co., GPO BCA 09-90 (June 22, 1994) Sl. op. at 11, fn. 9, 1994 WL 377586; Shepard Printing, GPO BCA 23-92 (April 29, 1993), Sl. op. at 14, fn. 19, 1993 WL 526848; R.C. Swanson Printing and Typesetting Co., GPO BCA 15-90 (March 6, 1992), Sl. op. at 28, fn. 30, 1992 WL 487874, Supplemental Decision (July 1, 1993), 1993 WL 526638, modified, GPO BCA 15-90 (December 20, 1993); Stephenson, Inc., GPO BCA 2-88 (December 20, 1991), Sl. op. at 18, fn. 20, 1991 WL 439269; Chavis and Chavis Printing, GPO BCA 20-90 (February 6, 1991), Sl. op. at 9, fn. 9, 1991 WL 439270. 22 Contract interpretation is clearly a question of law. See, Fry Communications, Inc.-InfoConversion Joint Venture v. United States, 22 Cl. Ct. 497, 503 (Cl.Ct. 1991); General Business Forms, Inc., GPO BCA 2-84 (December 3, 1985), Sl. op. at 16, 1985 WL 154846 (citing, John C. Grimberg Co. v. United States, 7 Ct. Cl. 452 (1985)); RD Printing Associates, Inc., supra, Sl. op. at 13. See also, Fortec Contractors v. United States, 760 F.2d 1288, 1291 (Fed.Cir. 1985); P.J. Maffei Building Wrecking Co. v. United States, 732 F.2d 913, 916 (Fed. Cir. 1984); Pacificorp Capital, Inc. v. United States, 25 Cl. Ct. 707, 715 (1992), aff'd, 988 F.2d 130 (Fed. Cir. 1993); Ralph Construction, Inc. v. United States, 4 Cl. Ct. 727, 731 (1984) (citing, Torncello v. United States, 681 F.2d 756, 760 (Ct.Cl. 1982)); Hol-Gar Manufacturing Corp. v. United States, 169 Ct. Cl. 384, 386, 351 F.2d 972, 973 (1965). Any decision by this Board concerning such a matter is reviewable by the Courts under the Wunderlich Act, 41 U.S.C. §§ 321, 322. See, Fry Communications, Inc./ InfoConversion Joint Venture v. United States, supra, 22 Cl.Ct. at 501, fn. 6; General Business Forms, Inc., supra, Sl. op. at 16. 23 It has been observed that: "[a] mere dispute over the terms does not constitute an ambiguity, and an interpretation which is merely possible is not necessarily reasonable." Ceccanti, Inc. v. United States, 6 Cl. Ct. 526, 528 (1984). An ambiguity must have two or more reasonable interpretations and the intent of the parties must not be determinable by the normal rules of interpretation. McDonald & Eudy Printers, Inc., supra, Sl. op. at 14, fn. 12; R.C. Swanson Printing and Typesetting Co., supra, Sl. op. at 42. See also, International Business Investments, Inc. v. United States, 17 Cl. Ct. 122 (1989), aff'd, 895 F.2d 1421 (Fed. Cir. 1990) (contract terms are not rendered ambiguous by the mere fact that the parties disagree as to their meaning; there must be reasonable uncertainty of meaning); Perry & Wallis, Inc. v. United States, 192 Ct. Cl. 310, 315, 427 F.2d 722, 725 (1970) (quoting, Bishop Engineering Co. v. United States, 180 Ct. Cl. 411, 416 (1967)). 24 In such cases, the doctrine of contra proferentem applies and the dispute language will be construed against the drafter, see, Fry Communications, Inc./InfoConversion Joint Venture v. United States, supra, 22 Cl. Ct. at 503 (citing, William F. Klingensmith, Inc. v. United States, 205 Ct. Cl. 651, 657 (1974)); Web I, supra, Sl. op. at 18, fn. 18; R.C. Swanson Printing and Typesetting Co., supra, Sl. op. at 41, fn. 22, if the non-drafter can show that he/she relied on the alternative reasonable interpretation in submitting his/her bid, see, Web I, supra, Sl. op. at 19, fn. 18; Fry Communications, Inc./ InfoConversion Joint Venture v. United States, supra, 22 Cl. Ct. at 510 (citing, Fruin-Colon Corp. v. United States, 912 F.2d 1426, 1430 (Fed. Cir. 1990)); Lear Siegler Management Services v. United States, 867 F.2d 600, 603 (Fed. Cir. 1989)). 25 Where there are such discrepancies, errors, or gaps, the contractor has an affirmative obligation to ask the contracting officer to clarify the true meaning of the contract language before submitting its bid. See, Interstate General Government Contractors, Inc. v. Stone, 980 F.2d 1433 (Fed. Cir. 1992); Fry Communications, Inc./InfoConversion Joint Venture v. United States, supra, 22 Cl. Ct. at 504 (citing, Newsom v. United States, 230 Ct. Cl. 301, 303, 676 F.2d 647, 650-51 (1982); Enrico Roman, Inc. v. United States, 2 Cl. Ct. 104, 106 (1983); S.O.G. of Arkansas v. United States, 212 Ct.Cl. 125, 546 F.2d 367 (1976); Beacon Construction v. United States, 314 F.2d 501 (Ct.Cl. 1963)). See also, Universal Construction Co., NASA BCA No. 83-1092, 93-3 BCA ¶ 26,173; Harwood Construction Co., NASA BCA No. 1165-45, 68-1 BCA ¶ 6768. 26 The purpose of any rule of contract interpretation is to carry out the intent of the parties. Hegeman-Harris & Co. v. United States, 194 Ct. Cl. 574, 440 F.2d 1009 (1971). The test for ascertaining intent is an objective one; i.e., the question is what would a reasonable contractor have understood, not what did the drafter subjectively intend. Corbetta Construction Co. v. United States, 198 Ct. Cl. 712, 461 F.2d 1330 (1972). See also, Salem Engineering and Construction Corp. v. United States, supra, 2 Cl. Ct. at 806. The provisions of the contract itself should provide the evidence of the objective intent of the parties. 27 It is unnecessary to set forth in detail the rules of contract construction which apply when interpreting an agreement. Suffice it to say that, within the contract itself, ordinary terms are to be given their plain and ordinary meaning in defining the rights and obligations of the parties. See, Elden v. United States, 223 Ct. Cl. 239, 617 F.2d 254 (1980). Similarly, technical terms are given their technical meaning. See, Coastal Drydock and Repair Corp., ASBCA No. 31894, 87-1 BCA ¶ 19,618; Industrial Finishers, Inc., ASBCA No. 6537, 61-1 BCA ¶ 3,091. Likewise, terms special to Government contracts will be given their technical meanings. See, General Builders Supply Co. v. United States, 187 Ct. Cl. 477, 409 F.2d 246 (1969) (meaning of "equitable adjustment"). As for extrinsic evidence of the intent of the parties, the rules of construction allow, inter alia, custom and trade usage to explain or define terms. See, W. G. Cornell Co. v. United States, 179 Ct. Cl. 651, 376 F.2d 199 (1967); Harold Bailey Painting Co., ASBCA No. 27064, 87-1 BCA ¶ 19,601 (used to define "spot painting"). However, custom and trade usage may not contradict clear or unambiguous terms. See, WRB Corp. v. United States, 183 Ct. Cl. 409, 436 (1968). 28 See note 11 supra. 29 The Supreme Court has consistently refused to adopt a flat rule that estoppel may not in any circumstances run against the Federal Government, perferring to follow an ad hoc approach instead. See Office of Personnel Management v. Richmond, supra, 496 U.S. at 423, 110 S.Ct. at 2470-71; Heckler v. Community Health Services of Crawford County, 467 U.S. 51, 60, 104 S.Ct. at 2224. Furthermore, estoppel claims involving public funds are strictly scrutinized, and the Supreme Court has never upheld such a claim against the Government for the payment of money. See Office of Personnel Management v. Richmond, supra, 496 U.S. at 426-27, 110 S.Ct. at 2472-73; Heckler v. Community Health Services of Crawford County, supra, 467 U.S. at 63, 104 S.Ct. at 2225. In Richmond, the Supreme Court stressed that an estoppel against the Government, extended to its logical conclusion in the context of payment of money from the Treasury, could nullify the Appropriations Clause of the United States Constitution. See Office of Personnel Management v. Richmond, supra, 496 U.S. at 4428, 110 S.Ct. at 2473; U.S. CONST. art. I, § 9, cl. 7 ("No Money shall be drawn from the Treasury, but in Consequence of Appropriations made by Law."). The precise effect of the Supreme Court's Richmond decision on contract cases is unclear, primarily because the awards sought by Government contractors are generally based on contract principles that do not contravene the eligibility requirements contained in federal statutes, and thus the lower courts tend to limit its reach to claims of entitlement contrary to statutory appropriations. See Burnside-Ott Aviation Training Center, Inc. v. United States, 985 F.2d 1574, 1581 (Fed. Cir. 1993); Tri-O, Inc. v. United States, 28 Fed. Cl. 463, 473 (1993); Hoskins Lumber Co., Inc. v. United States, 24 Cl.Ct. 259, 264 (1991). 30 Estoppel is often confused with the principle of finality, which accomplishes the same result. However, estoppel and finality differ in two important respects: (a) only estoppel requires detrimental reliance by the party who seeks to invoke it; and (b) finality depends on Government statements or conduct which is contractually binding through the operation of legal principles such as offer and acceptance, acceptance of goods, etc., while estoppel rests on elemental notions of fairness without regard to the contractually binding nature of the Government's representations or actions. See generally Cibinic & Nash, pp. 71, 76-77 (citing, H & M Moving, Inc. v. United States, 204 Ct. Cl. 696, 499 F.2d 660 (1974); Emeco Industries, Inc. v. United States, 202 Ct. Cl. 1006, 485 F.2d 652 (1973); Dana Corp. v. United States, 200 Ct. Cl. 200, 470 F.2d 1032 (1972); Gresham & Co. v. United States, 200 Ct. Cl. 97, 470 F.2d 542 (1972); Manloading & Management Associates, Inc. v. United States, 198 Ct. Cl. 628, 461 F.2d 1299 (1972); Litton Systems, Inc. v. United States, 196 Ct. Cl. 133, 449 F.2d 392 (1971); Mercury Machine & Manufacturing Co., ASBCA No. 20068, 76-1 BCA ¶ 11,809; Lockheed Shipbuilding & Construction Co., ASBCA No. 18460, 75-1 BCA ¶ 11,246, reconsid. denied, 75-2 BCA ¶ 11,566; Unidynamics/St. Louis, Inc., ASBCA No. 17592, 73-2 BCA ¶ 10,360; Peninsular ChemReseach, Inc., ASBCA No. 14384, 71-2 BCA ¶ 9066; Fink Sanitary Service, Inc., 53 Comp. Gen. 502 (B-179040), 74-1 CPD ¶ 36). 31 It has been suggested that aside from these four criterion, the contractor may also have to show affirmative misconduct by Government employees. See Howard v. United States, 23 Cl. Ct. 432 (1991); New England Tank Industries of New Hampshire, Inc., ASBCA No. 26474, 88-1 BCA ¶ 20,395, vacated and remanded on other grounds, 861 F.2d 685 (Fed. Cir. 1988). On the other hand, it is clear that: ". . .the [G]overnment does not engage in affirmative misconduct by challenging the validity of its employees' acts or agreements." Hazeltine Corp. v. United States, supra, 10 Cl.Ct. at 444 (1986). 32 As a rule, the contractor is responsible for ascertaining the authority of the Government employees with whom it deals. See Hoskins Lumber Co., Inc. v. United States, supra, 24 Cl.Ct. at 264; Johnson v. United States, 15 Cl.Ct. 169, 174 (1988); Prestex, Inc. v. United States, supra, 3 Cl.Ct. at 377. However, where some powers have been delegated to an employee, the requisite authority may be implied if it is considered as an integral part of the employee's assigned duties. See H. Landau & Co. v. United States, 886 F.2d 322 (Fed. Cir. 1989); Sigma Construction Co., ASBCA No. 37040, 91-2 BCA ¶ 23,926; Jordan & Nobles Construction Co., GSBCA No. 8349, 91-1 BCA ¶ 23,659; DOT Systems, Inc., DOTCAB No. 1208, 82-2 BCA ¶ 15,817; Switlik Parachute Co., Inc., ASBCA No. 17920, 74-2 BCA ¶ 10,970. 33 Frequently, the lack of authority results from the action being contrary to statutory requirements. In such cases, courts will construe the authority narrowly. See Schweiker v. Hansen, 450 U.S. 785, 101 S.Ct, 1468, 67 L.Ed.2d 685 (1981) (per curiam) (all courts have a duty to observe conditions defined by Congress for charging the public treasury); Office of Personnel Management v. Richmond, supra (Government cannot be bound by a payment contravening explicit statutory limitation); American National Bank and Trust Co. of Chicago v. United States, supra (Government not estopped from recovering wrongful, illegal or erroneous payments when the conditions for payment are prescribed by statute); Aetna Casualty & Surety Co. v. United States, supra (Government not estopped from recovering illegal payment); Fansteel Metallurgical Corp. v. United States, supra (unauthorized overpayment does not bind Government). See also Singer Co., Librascope Division, ASBCA No. 17604, 75-2 BCA ¶ 11,401, aff'd, 217 Ct. Cl. 225, 576 F.2d 905 (1978). The same rule applies when the Government employee is acting contrary to delegated authority. See Atlantic Gulf & Pacific Co. of Manila v. United States, 207 Ct. Cl. 995 (1975) (no estoppel to disavow settlement agreement negotiated without required advance approval). Conversely, when the Government official is acting within the scope of his or her delegated authority and the actions are not prohibited by statute or regulation, estoppel will be found even though the action is based upon a mistaken interpretation of the Government's obligations. See USA Petroleum Corp. v. United States, supra; Portmann v. United States, 674 F.2d 1155 (7th Cir. 1982); Kozak Micro Systems, Inc., GSBCA No. 10519, 91-1 BCA ¶ 23,342, reconsid. denied, 91-1 BCA ¶ 23,593. 34 It should be noted that although there is no comparable contract clause in the earlier edition of GPO Contract Terms incorporated in the Appellant's contract, the current version expressly provides that: ". . . Modifications shall have no force or effect unless addressed before the fact to and subsequently confirmed in writing by the Contracting Officer. . . ." [Emphasis added.]). See GPO Contract Terms, Solicitation Provisions, Supplemental Specifications, and Contract Clauses, GPO Publication 310.2, Effective December 1, 1987 (Rev. 9-88), Contract Clauses, ¶ 1 (Contractual Responsibility). See also Castillo Printing Co., supra, Sl. op. at 45, fn. 28. In the Board's view, however, while this language further emphasizes the authority of GPO Contracting Officers, it adds nothing to their procurement powers, and probably was always implied in previous versions of GPO Contract Terms. 35 As the Claims Court explained: " When an official of the contracting agency is not the contracting officer, but has been sent by the contracting officer for the express purpose of giving guidance in connection with the contract, the contractor is justified in relying on his representations. [Citation omitted.]" See Max Drill, Inc. v. United States, supra, 192 Ct.Cl. at 625, 427 F.2d at 1243. 36 The record indicates that sometime after the prehearing conference on June 26, 1990, the Appellant agreed to a repayment schedule to liquidate its debt to the Respondent. See Appellant's Response to Motion to Dismiss, dated April 24, 1992; Res. Brf., p. 4, fn. 1. Consequently, because of the Board's long delay in issuing this decision, which was the result of its own administrative oversight, see Stabbe Senter Press, GPO BCA 13-85 and 19-85 (May 12, 1989), Sl. op. at 55, fn. 3, 1989 WL 384977, the remedy awarded may be moot since restitution may have already been made. However, in light of the Board's opinion above, neither party has been prejudiced by the delay. See Simmonds Precision Products, Inc., supra, 74-1 BCA ¶ 10,472.