Under the Spearin doctrine, when the government furnishes design specifications directing the contractor on how to undertake performance on a contract, it provides an implied warranty that the contractor will be able to perform the contract satisfactorily if it adheres to the government’s specifications. The doctrine allows contractors to transfer to the government the risk of increased costs resulting from defective specifications. Notably, however, the Spearin doctrine only applies when the defective specifications are design specifications as opposed to performance specifications. Design specifications expressly describe how contract performance must be undertaken and do not permit the contractor to make any deviations. Meanwhile, performance specifications state the overall objectives that must be achieved but leave the decisions on how to achieve those objectives at the discretion of the contractor. Since design specifications do not allow deviations or grant the contractor discretion in achieving contractual objectives, the government implicitly warrants that design specifications are free from defects. Consequently, when the government’s design specifications are defective or result in unsatisfactory performance the government is deemed to have breached its implied warranty of specifications under the Spearin doctrine. In such cases, the contractor may recover all proximate costs stemming from the government’s breach.

Federal contractors may enter into joint venture agreements to pursue and perform federal contracts and carry out specific business activities. Governed by the terms of the joint venture agreement, joint ventures are independent entities that typically exist separate and apart from their member firms. In the event the joint venture is awarded a government contract, it is this separate entity that is in privity with the government, not its member firms. Similarly, when a joint venture submits a claim and brings an appeal, it must do so in its own capacity. While each member firm possesses the requisite authority to act for or bind the joint venture, the member firms can agree otherwise in the joint venture agreement. In addition to the requirement that the appeal be brought by the contract holder, the person or entity bringing the appeal on behalf of the joint venture must have the necessary authority to do so under the terms of the joint venture agreement. An adjudicative forum’s jurisdiction over an appeal brought by a joint venture may depend entirely upon whether the person or entity bringing the appeal on behalf of the joint venture possesses the necessary authority to do so under the terms of the joint venture agreement.

Most aptly described as a legal fiction, the doctrine of constructive termination is invoked when the basis upon which the government contract was actually terminated is legally inadequate to justify the government’s actions. Stated another way, the doctrine of constructive termination is invoked to prevent the government’s breach of contract in case of an improper termination. Similar to termination for convenience, constructive termination is an option uniquely available to the government. The doctrine may be applicable as long as the contract, or a portion thereof, is actually terminated. Thus, in cases where the government has stopped the contractor’s performance for questionable or invalid reasons, the government’s actions can amount to a convenience termination under this doctrine. Notably, in such cases, the contractor is entitled to an amount it would otherwise be owed if the government had in fact terminated the contract for convenience. Consequently, the contractor may not recover for work not performed or any anticipatory profits. This means that fixed-price contracts or line items are essentially converted into a cost-reimbursement contract for the purposes of calculating the contractor’s recovery under the constructive termination.