U.S. Government Printing Office Office of General Counsel Contract Appeals Board Appeal of Kaufman DeDell Printing Company, Incorporated December 9, 1975 Vincent T. McCarthy, Chairman Jay E. Eisen, Member Robert M. Diamond, Member Panel 75-9 This is an appeal filed on August 19, 1975, by Kaufman DeDell Printing Company, Incorporated, 812 North State Street, Post Office Box 186, Syracuse, New York 13208, herein also referred to as the Contractor, under the disputes clause of the contract, Jacket No. 502-253, Purchase Order 10757, Article 29, U.S. Government Printing Office Contract Terms No. 1, Rev. July 15, 1970. The Office of General Counsel is the Public Printer's duly authorized representative for the determination of appeals under the "Disputes" clause. I. Finding of Fact A. This case arises out of a contract entered into by the appellant, Kaufman DeDell Printing Company, Inc. and the U.S. Government Printing Office, herein referred to as the GPO, for the procurement of a publication for the Department of Agriculture, Department Requisition No. 1912-73, Title 1473, titled "Interrelations of Methods of Weed Control & Pasture Management for 20 Years at Lincoln, Nebraska, 1949-1969." B. The contract, designated as GPO Jacket No. 502-253, Purchase Order 10757, is a fixed price agreement for the procurement of 2,959 copies of the pamphlets plus one complete set of offset film negatives, awarded at an estimated cost of $1,213.89, the final cost to be computed with Quotation No. 89761, May 27, 1973, and the specifications. The purchase order was amended by a change order on June 11, 1974, to the extent that the quantity was increased from 2,959 to 3,459 copies, an increase of 500 copies, at the rate cited in the specifications. The purchase order was further amended on August 24, 1974, to the effect that the Contractor will be reimbursed for holding type as follows: "23 galleys of type approximately 2,070 square inches each held for the period of one month beginning December 3, 1973 and terminating December 21, 1973." The Contractor's rate of reimbursement was $ .003 per square inch per month in accordance with his Quotation No. 89761 dated May 20, 1973. This amounted to $6.21. C. The award was made on June 4, 1973. The contract called for a shipping date of August 1, 1973. D. The schedules required that the manuscript and artwork be furnished by June 6, 1973. The contractor received them on that date. In addition the contract provided that: "GALLEY PROOFS: 4 sets (and 3 sets of negative proofs . . .) accompanied by the author's manuscript copy and furnished artwork, must be mailed, or delivered, to the Government Printing Office as soon as the contractor deems necessary in order for him to comply with the shipping schedule of completed pamphlets.'' The Government Printing Office received the galley proofs on July 18, 1973, ten working days before the scheduled shipping date of August 1, 1973. E. The Government Printing Office returned the galley proofs and requested revised galley proofs since it was observed that the Contractor set the entire job in a wrong typeface and a portion of the job in wrong type as to dimensions (size). The revised galley proofs were received by the Government on October 3, 1973, and transmitted to the Contractor on December 21, 1973, marked "ok for page proofs". The Contractor acknowledged receipt of the galley proofs in his letter dated December 28, 1973. F. The Contractor telephoned the GPO on March 12, 1974, inquiring about the return of the galley proofs and was advised that his letter of December 28, 1973 acknowledged receipt of the galley proofs. The Contractor, later that day, reported locating the galley proofs. The Contractor in addition at this time requested instruction sheet and the return of the manuscript copy. The specifications do not require the return of the manuscript copy. However, it, together with the instruction sheet, was dispatched to the Contractor on March 27, 1974. G. The specifications required that: "PAGE PROOFS: 5 sets . . . accompanied by the author's galley proofs, must be mailed, or delivered, to the Government Printing Office as soon as the contractor deems necessary in order for him to comply with the shipping schedule of completed pamphlets." The page proofs, transmitted by the Contractor were received by the GPO on April 9, 1974. Inspection revealed that the Contractor failed to collate the page proofs. It was necessary that additional work be performed by GPO personnel in the Composition Specifications Section to make the page proofs suitable for reading by the customer agency. H. The Contractor was advised by GPO's letter dated May 7, 1974 of the dispatch of the page proofs with notification as follows: "Ok to print with corrections." The Contractor was advised to notify GPO in writing within two days after receipt of notice to print, of the expected firm completion date. In addition, the Contractor was informed that a "reasonable adjustment of the contract shipping schedule may be considered upon receipt of your notice." I. The Contractor shipped the completed pamphlets on May 10, 1974. The appellant was granted an extension of 85 workdays plus 3 days grace for delivery; thus the final date of delivery was extended to December 7, 1974. J. The contracting officer assessed liquidated damages for inexcusable delays in performance amounting to $530.84. He computed that the Contractor's lateness in delivery of the pamphlets amounted to a period of 125 workdays. K. GPO's Comptroller issued a voucher, Standard Form 1034, dated August 27, 1974, to the payee, Kaufman DeDell Printing Company, Inc., which was acknowledged and signed by Mary DeDell, President, Kaufman DeDell Printing Company, Inc. Treasury check No. 755,297, was drawn in the amount of $716.12, payable to Contractor. The check, transmitted on August 30, 1974, was accepted and negotiated by the payee. L. The Contractor, approximately one year later, by letter dated August 14, 1975, stated that a balance in the amount of $667.63 was due to its firm. The Contractor asserted that the assessment of liquidated damages because of late delivery was caused because ''of delays by agency and the 'hold' by agency . . . ." M. GPO responded by letter dated August 21, 1975, that the contractor: ". . . was credited on a day-for-day basis for those delays occasioned by the Government. . . . failure to submit galley proofs until ten working days before the ship complete date . . . negates any justification for a further extension of the shipping schedule.'' II. Opinion This appeal arises under a contract dated June 4, 1973, which contains the standard form of "Disputes" clause. The contractor effected delivery of printed matter on May 10, 1974. GPO made payment to the Contractor by check No. 755,297 on August 30, 1974, in the sum of $716.12 as full settlement of the voucher signed by the Contractor. The contract entered into here provided generally for the charging of liquidated damages at the rate provided in GPO Form 2459D, Special Terms and Conditions which is an integral part of the contract. Under date of August 14, 1975, the Contractor submitted a request for payment in the amount of $667.73. It was claimed that this sum represented the balance due on the contract; that GPO contributed to delays in their performance of the contract. The Contractor did not file any complaint under the disputes procedure, Article 29 GPO Contract Terms No. 1 concerning its claim with the contracting officer for an extension of the delivery date, nor with the Public Printer, until August 11 and August 14, 1975, respectively, approximately 1 year later. The contract entered into here provided, generally for payment to the Contractor of a fixed fee, subject to the proviso of a deduction for liquidated damages for unexcused late delivery. At the time the Contractor submitted its voucher, the amount deducted for liquidated damages was clearly inscribed on the form. Despite being placed on notice, the Contractor unqualifiedly signed the voucher, and adopted the amount stated as offered by the Government. It was clear from the voucher that the Government's check was tendered in full settlement in discharge of the contract. It was the Contractor's right to accept the check upon the terms tendered or reject it. The great weight of authority holds that there is no accord, either executory or executed, unless there is an offer either by the debtor to give or by the creditor to receive a substituted performance in full settlement, and an acceptance by the other party of the offer so made. Usually the offer is made by the debtor and the problem of acceptance involves the action of the creditor. The cashing of the check expressly sent in full settlement of a disputed claim, operates as an accord and satisfaction if, at the time, no word of dissent is sent to the party offering it in satisfaction. See Corbin on Contracts, ΒΆ 1279 (1962). The Contractor cashed the settlement check and retained the proceeds for about 12 months before giving any direct notice that it disputed the settlement. It may be that the Contractor did not contemplate the effect of cashing and retaining the proceeds of the check as operating in discharge of its entire claim. The mere ignorance of legal consequences does not prevent one's voluntary acts from having such consequences. 40 Comp. Gen. 261 (1960). See discussion in Brock and Blevins Co., Inc. v. The United States, 170 Ct. Cl. 52. For the reasons stated above we are of the view that a valid accord and satisfaction has been consummated. III. Decision In view of the foregoing, the appellant's appeal, not made until approximately 12 months after final payment, is denied on the grounds that it was barred by accord and satisfaction.