Monday, June 18, 2012

THE CHRISTIAN DOCTRINE

The Christian Doctrine in government contracts derives its name from a case in 1965 called G.L. Christian & Assoc. v. United States, 160 Cl. Ct. 1 (Cl. Ct. 1963).  You've heard me say over and over again that government contracts are contracts of adhesion, meaning the government dictates their terms and conditions.  The Christian Doctrine states that a mandatory clause involving important public policy will be read into a government contract by operation of law even if the clause is left out of the contract document.

Yes, a contract clause may be read into your contract even though it is not there.  The law effectively inserts it.

How do you know which clauses will be read into your contract?  There are over 100 such clauses.  You cannot find a list anywhere.  They are found in the various cases arising from the tribunals handling contract disputes.

You can however, rely on a couple of rules of the thumb.  If the clause is mandatory in statute or regulation, if it represents significant public policy or if it is designed to protect or benefit the party seeking its incorporation, it probably will be read into the contract.

Christian involved the termination for convenience clause which was missing but which was read by the court into the contract.  Other examples of clauses read into contracts is various reported cases are:    Changes, Disputes, Termination for Default, cost or pricing data clauses, interest payment provisions, labor law related provisions, small business provisions, ethics and conduct provisions, assignment of contract clauses, Buy American clauses, intellectual property provisions (note the Christian Doctrine will read into the contract the most favorable to the government version) and cost accounting and auditing principles, to name but a few.

So heads up on what is not in your contract.  It may be there after all.

bill@spriggslawgroup.com  www.spriggsconsultingservices.com

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