Supply & Service Team GmbH, ASBCA No. 59630

SST had a firm-fixed-price contract to supply role-playing civilian actors (COBs) to the U.S. Army in Germany; Task Order 02 (TO 2) required many Arabic/Afghan-speakers for a March–April 2007 exercise.
Army issued Mod 2 and TO 2 adding the language requirement; SST had difficulty sourcing qualified COBs and incurred extra costs and screening delays.
SST submitted an invoice and a Request for Equitable Adjustment (REA) for €88,763 for screening delays and rejected COBs; the Army and SST executed Modification No. 04 (Mod 4), which added CLIN 9000 for €88,763 and stated that the modification “finalizes all actions under this contract” and that there were “no further requests for equitable adjustments or claims.”
The Army Audit Agency later concluded SST had overbilled and identified alleged overpayments of €688,531; the Army sought recovery by administrative offset and issued a contracting officer’s final decision (COFD) demanding repayment.
SST appealed after the CO deemed its later claim denied; SST moved for summary judgment seeking final relief that Mod 4 barred the Army’s later challenge. The Board granted summary judgment for SST.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Mod 4 barred later government challenges to charges paid on TO 2 (release/accord and satisfaction vs. bilateral modification)	Mod 4 settled the REA and, by its language, finalized all actions on TO 2, preventing future challenges	Mod 4 was ambiguous and only settled the REA (not all of TO 2), so Army could audit and recoup alleged overpayments	Mod 4 is a valid bilateral modification unambiguously interpreted to finalize TO 2 costs; it provided consideration and barred later challenges by the Army
Whether the Army’s fraud affirmative defense permits reopening payment without third‑party findings	SST: No third‑party or criminal finding of fraud exists; under Laguna the Board cannot adjudicate fraud-based defenses requiring factual determination	Army: Alleged overbilling/fraud (inflated hours, wrong rates) justifies recovery despite Mod 4; alternatively audit clause or other grounds permit recoupment	The government conceded it had no third‑party fraud finding; under Laguna the Board may not resolve underlying fraud facts here, so the fraud defense cannot defeat summary judgment

Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment standard)
Anderson v. Liberty Lobby, 477 U.S. 242 (genuine issue of material fact standard)
Community Heating & Plumbing Co. v. Kelso, 987 F.2d 1575 (contract ambiguity test)
United States v. Winstar Corp., 518 U.S. 839 (contract interpretation; parties' intent by language and circumstance)
Laguna Construction Co. v. Carter, 828 F.3d 1364 (Fed. Cir.) (limits on contract defenses based on fraud without external factual findings)
Franklin Fed. Sav. Bank v. United States, 431 F.3d 1360 (consideration requirement for government contract modifications)