## Facts

- The Navy awarded Cessna a firm fixed-price services contract to provide undergraduate naval flight officer training.
- The contract required Cessna to furnish 17,000 airborne training service hours annually and included a parenthetical estimate of “approximately 58 hours per student.”
- After award, the Navy revised the training syllabus, increasing the number of flight hours required per student (approximately 58 to approximately 78).
- The Navy also directed certain additional uses of the aircraft beyond standard student instruction.
- Cessna sought an equitable adjustment under the Contract Disputes Act, claiming the increased hours per student and related uses were constructive changes outside the contract.
- The Armed Services Board of Contract Appeals granted Cessna partial relief, treating the 58-hours-per-student figure as a binding limitation relevant to the syllabus-driven increases.
- The Secretary of the Navy appealed to the U.S. Court of Appeals for the Federal Circuit.

## Issues

1. Whether the contract’s 17,000-hours-per-year requirement and the “approximately 58 hours per student” reference limited the Navy’s permissible use of the contracted hours.
2. Whether any inconsistency between total annual hours and hours per student was a patent ambiguity imposing a pre-award duty to inquire.
3. Whether the Navy’s syllabus changes that increased hours per student (while within the annual hours commitment) constituted a compensable constructive change supporting an equitable adjustment.

## Decision

- The Federal Circuit reversed the Board’s award to Cessna on the syllabus-change claim.
- The court held the contract contained a patent ambiguity concerning the relationship between the fixed annual hours and the approximate hours-per-student reference.
- Because Cessna did not seek clarification before bidding, it could not rely on its preferred interpretation to obtain an equitable adjustment.
- The court rejected Cessna’s constructive-change theory as to the syllabus-driven increase in hours per student where the Navy’s use of the services fit a reasonable interpretation of the contract’s annual-hours commitment.
- Judge Newman dissented.

## Legal Principles

- In government contracting, a patent ambiguity in a solicitation or contract triggers a contractor’s duty to inquire before submitting its bid or proposal.
- A contractor that fails to inquire about a patent ambiguity cannot later obtain relief based on its unilateral interpretation.
- In a firm fixed-price services contract specifying an overall quantity of services, an approximate per-unit planning figure does not, without clear limiting language, necessarily restrict the government’s use of the contracted quantity.
- A constructive-change remedy is unavailable when the government’s direction is consistent with a reasonable interpretation of the contract’s scope.

## Conclusion

The Federal Circuit held that the tension between a fixed annual-hours requirement and an approximate hours-per-student estimate was a patent ambiguity, and Cessna’s failure to seek pre-award clarification barred recovery of an equitable adjustment for the syllabus-driven increase in flight hours per student.


Dalton v. Cessna Aircraft Co., 98 F.3d 1298 (Fed. Cir. 1996)