If the language is explicit and unambiguous, the court must give effect to its plain meaning and may not refer to extrinsic evidence as an interpretive guide. L.W. Matteson, Inc. v. United States, 61 Fed. Cl. 296, 307-08 (2004) (citing McAbee Constr., Inc. v. United States, 97 F.3d 1431, 1435 (Fed. Cir. 1996); Beta Sys., Inc. v. United States, 838 F.2d 1179, 1183 (Fed. Cir. 1988)); cf. HPI/GSA-3C, LLC v. Perry, 364 F.3d 1327, 1334 (Fed. Cir. 2004) ("In light of the ambiguity and the arguments made by the parties, the Board properly received evidence of trade practice and custom in an attempt to resolve the ambiguity.") (citations omitted). In addition, the writing must be considered as a whole and interpreted so as to harmonize and give reasonable meaning to all of its provisions.

Because the ambiguity was latent rather than patent, the contractor was under no obligation to make an inquiry. However, the BCA rejected GKA's argument that Modification 2 should be construed against HUD as the drafter under the doctrine of contra proferentem because it found that the doctrine was inapplicable under this court's test in HPI/GSA-3C, LLC v. Perry, 364 F.3d 1327 (Fed. Cir.2004) ("HPI"), since there was no evidence that GKA "actually and reasonably" construed the contract to be retroactive and because "the intent of the parties does appear elsewhere in the documentary record other than just the text of Modification 2." The BCA concluded that HUD's interpretation of Modification 2 was more reasonable than GKA's and therefore denied the retroactive pricing adjustment.

When a dispute arises as to the interpretation of a contract and the contractor's interpretation is reasonable, we apply the rule of contra proferentem, which requires that ambiguous or unclear terms that are subject to more than one reasonable interpretation be construed against the party who drafted the document.Turner Constr. Co. v. United States, 367 F.3d 1319, 1321 (Fed. Cir. 2004) (citing United States v. Turner Constr. Co., 819 F.2d 283, 286 (Fed. Cir. 1987)); see also Gardiner, Kamya Assocs. v. Jackson, 467 F.3d at 1352; HPI/GSA-3C, LLC v. Perry, 364 F.3d 1327, 1334 (Fed. Cir. 2004). In order to decide how to apply the doctrine of contra proferentem, after a court finds contract terms to be ambiguous and "susceptible to more than one reasonable interpretation," the court must first determine whether the ambiguity is latent or patent.

If the Court were to find the contract ambiguous, the duty would remain with GSA, as the drafter, to have included an accurate tax base in paragraph 15. See HPI/GSA 3C, LLC v. Perry, 364 F.3d 1327, 1334 (Fed. Cir. 2004) ("The general rule is contra proferentem, which requires ambiguities in a document to be resolved against the drafter." (citing Hills Materials Co., 982 F.2d at 516)).

The rule of contra proferentem provides that ambiguities will be construed against the drafter. HPI/GSA-3C, LLC v. Perry, 364 F.3d 1327, 1334 (Fed. Cir. 2004). Nonetheless, Dick Pacific's reliance on the doctrine is misplaced.

When a dispute arises as to the interpretation of a contract and the contractor's interpretation is reasonable, we apply the rule of contra proferentem, which requires that ambiguous or unclear terms that are subject to more than one reasonable interpretation be construed against the party who drafted the document.Turner Constr. Co. v. United States, 367 F.3d 1319, 1321 (Fed. Cir. 2004) (citing United States v. Turner Constr. Co., 819 F.2d 283, 286 (Fed. Cir. 1987)); see also Gardiner, Kamya Assocs. v. Jackson, 467 F.3d at 1352; HPI/GSA-3C, LLC v. Perry, 364 F.3d 1327, 1334 (Fed. Cir. 2004). In order to decide how to apply the doctrine of contra proferentem, after a court finds contract terms to be ambiguous and "susceptible to more than one reasonable interpretation," the court must first determine whether the ambiguity is latent or patent.

Where a contract (or here, a solicitation) is ambiguous, a general starting point for choosing between competing interpretations is the doctrine of contra proferentum, which contemplates that ambiguities be construed against the drafter. See Record Steel and Constr., Inc. v. United States, 62 Fed. Cl. 508, 517 (2004) (citing HPI/GSA-3C, LLC v. Perry, 364 F.3d 1327, 1334 (Fed. Cir. 2004)). However, an exception to that general rule arises where the ambiguities are "so `patent and glaring' that it is unreasonable for a contractor not to discover and inquire about them."

When an ambiguity exists, the "general rule is contra proferentem, which requires ambiguities in a document to be resolved against the drafter."HPI/GSA-3C, LLC v. Perry, 364 F.3d 1327, 1334 (Fed. Cir. 2004). Inherent in this rule is the requirement that the contractor's interpretation be reasonable.

Such an analysis might yet lead to a sound conclusion that the contract as a whole is ultimately unambiguous in the circumstances presented, interpreting "specific language in light of the contract as a whole," Garcia v. Dep't of Homeland Sec., 780 F.3d 1145, 1147 (Fed. Cir. 2015), and "interpret[ing] the contract in a manner that gives meaning to all of its provisions and makes sense," Id. (quoting McAbee Constr., Inc. v. United States, 97 F.3d 1431, 1435 (Fed. Cir. 1996)). If such a conclusion cannot be reached, the analysis must proceed to the steps called for to resolve contract-interpretation disputes when ambiguity remains in the respect specifically at issue. See, e.g., CITGO Asphalt Refining Co. v. Frescati Shipping Co., 589 U.S. 348, 355 (2020); M&G Polymers USA, LLC v. Tackett, 574 U.S. 427, 438-42 (2015); HPI/GSA 3C, LLC v. Perry, 364 F.3d 1327, 1334-35 (Fed. Cir. 2004).

Where an ambiguity is not so glaring as to rise to the level of patency, yet the contractor knows or has reason to know that the drafting party, unaware of the contractor's interpretation, holds an interpretation different than its own, the result when that contractor seeks to bridge the crevasse in his own favor should be no different than if the ambiguity were patent.HPI/GSA 3C, LLC v. Perry, 364 F.3d 1327, 1336-37 (Fed. Cir. 2004) (citation and quotation marks omitted). Indeed, in Per Aarsleff A/S v. United States, we held patent a defect that was reasonably discoverable by examining the Danish central business register where companies were required to register.