Contractor option after no NTP for 2 years?

If a notice to proceed (NTP) has not been issued in over 2 years, does the contractor have the option to cancel the contract?

Thanks.

John, I suggest you retain a good government contracts attorney, and ask him/her what your options are.

H2H

I agree with H2H. Any decent answer is going to be fact-specific, and would hinge on your legal theory, be it constructive termination for convenience or something else. Assuming the facts support it, why isn't an equitable adjustment for a compensable government-caused delay adequate? Note that the Disputes clause severely limits a contractor's ability to terminate a contract due to Government breach.

Okay. Thanks for the responses!

Note that the Disputes clause severely limits a contractor's ability to terminate a contract due to Government breach.

It does that only if the alternate version of the clause is in the contract. The standard version of the clause does not require the contractor to continue to perform in the face of a breach.

It does that only if the alternate version of the clause is in the contract. The standard version of the clause does not require the contractor to continue to perform in the face of a breach.

Thanks Vern. Let me try again: Courts will often find a constructive suspension of work when the government fails to act, including a government delay in issuing a notice to proceed. A contractor probably should not assume that it is entitled to termination, when the remedy under 52.242-14 is an adjustment.

Where a party fails to perform a promise, it is important to determine if the breach is material. If the breach is material, and there is no cure forthcoming, the aggrieved party may cancel the contract and may sue for total breach. A successful suit requires a showing that the plaintiff would have been ready, willing and able to perform but for the breach.

Calamari & Perillo's Hornbook on Contracts 6th, ? 11:18.

It is generally well known that refusing to perform or stopping work on a government contract on grounds of material breach by the government is very risky and should never be done without first getting the advice of an attorney. We have already discussed limitations on that right imposed by the alternate form of the Disputes clause, FAR 52.233-1.

Having said all of that, a two year delay in issuing a notice to proceed sounds pretty extraordinary to me. If I had time I would like to know the details. But I don't have time.

As previously advised, john.walters should see a lawyer.