FAR 33.211—Contracting officer’s decision.
Plain-English Summary
FAR 33.211 explains what a contracting officer must do when a contractor claim or a Government claim cannot be resolved by mutual agreement and a formal decision is needed. It covers the contracting officer’s fact-finding duties, use of legal and technical advisors, coordination with contract administration personnel, and the required contents of a written final decision. It also addresses how the decision must be delivered, the statutory time limits for issuing decisions on claims of $100,000 or less and claims over $100,000, how defective certifications affect the obligation to decide, and what happens when the contracting officer delays or fails to issue a decision. Finally, it requires payment of amounts found due under the decision, while preserving both parties’ rights to appeal or litigate. In practice, this section is the core procedural rule for turning an unresolved claim into a legally effective final decision that starts appeal rights and deadlines under the Contract Disputes Act.
Key Rules
Decision required when unresolved
If a claim by or against a contractor cannot be settled by agreement and a decision is necessary, the contracting officer must issue a formal written decision. This is the point at which an informal dispute becomes a final agency action for purposes of appeal.
Fact-finding and coordination
Before issuing the decision, the contracting officer must review the relevant facts, obtain assistance from legal and other advisors, and coordinate with the contract administration officer or contracting office as appropriate. The rule is designed to ensure the decision is informed, supportable, and consistent with the contract file.
Mandatory decision contents
The written decision must identify the claim or dispute, cite the pertinent contract terms, state the areas of agreement and disagreement, and explain the contracting officer’s decision with supporting rationale. If the Government finds the contractor indebted, the decision must also include a demand for payment prepared under FAR 32.604 and 32.605.
Appeal rights notice
The decision must include the required appeal paragraph advising the contractor that it is the final decision of the contracting officer, explaining how to appeal to the agency board of contract appeals, and stating the 90-day deadline for board appeals. It must also advise that the contractor may, at its election, use the small claim or accelerated procedures when eligible, or file suit in the U.S. Court of Federal Claims within 12 months, except for maritime contracts covered by 41 U.S.C. 7102(d).
Proper delivery of decision
The contracting officer must furnish the decision to the contractor by certified mail, return receipt requested, or another method that provides evidence of receipt. This delivery requirement applies to decisions on claims initiated by either the contractor or the Government.
Decision deadlines for smaller claims
For claims of $100,000 or less, the contracting officer must issue a decision within 60 days after receiving a written request from the contractor asking for a decision within that period, or within a reasonable time if no such request is made. The timing rule is intended to prevent open-ended delay on smaller claims.
Decision deadlines for larger claims
For claims over $100,000, the contracting officer must issue a decision within 60 days after receiving a certified claim, or notify the contractor within that 60-day period of the time within which the decision will be issued. The notice must set a definite decision date, not an indefinite delay.
Reasonable-time standard
A decision must be issued within a reasonable time, considering the size and complexity of the claim, the adequacy of the contractor’s supporting data, and any other relevant factors. This standard governs whether the proposed decision date is acceptable when the 60-day rule does not require an immediate decision.
Defective certification exception
For claims exceeding $100,000, the contracting officer has no obligation to issue a final decision if the claim contains a defective certification, provided the contracting officer notifies the contractor in writing within 60 days after receipt and explains why the certification is defective. This protects the Government from being forced to decide a noncompliant certified claim without timely notice.
Undue delay and deemed denial
If the contracting officer unduly delays a decision, the contractor may ask the tribunal to order a decision by a specified date. If the contracting officer fails to issue a decision within the required time, that failure is deemed a denial, allowing the contractor to appeal or sue without waiting longer.
Payment of amounts found due
If the decision finds money due to the contractor, the amount determined payable, less any amount already paid, should be paid without waiting for the contractor to appeal. That payment is made without prejudice to either party’s rights, so it does not waive appeal or litigation positions.
Responsibilities
Contracting Officer
Review the facts, obtain legal and other advisory support, coordinate with the appropriate contract administration personnel, and prepare a complete written final decision. The contracting officer must include the required findings, rationale, appeal rights language, and any demand for payment, and must issue and deliver the decision within the applicable statutory time limits.
Contractor
Submit a properly certified claim when required, request a decision within 60 days for claims of $100,000 or less if the contractor wants that deadline to apply, and monitor the decision date and appeal deadlines. If the contractor receives an adverse decision or a deemed denial, it must file any board appeal within 90 days or Court of Federal Claims action within 12 months, as applicable.
Legal and Other Advisors
Assist the contracting officer in evaluating the facts, legal issues, contract interpretation, and procedural requirements so the final decision is legally supportable and complete.
Contract Administration Officer / Contracting Office
Coordinate with the contracting officer as needed to ensure the decision reflects the contract record, administration history, and relevant performance facts.
Agency Board of Contract Appeals / Tribunal
Receive appeals from final decisions or deemed denials, and in cases of undue delay, may direct the contracting officer to issue a decision within a specified period.
Government Payment Office / Finance Function
Process payment of amounts found due under the decision, after subtracting any amounts already paid, without waiting for the contractor to pursue appeal rights.
Practical Implications
This section is often the trigger for appeal deadlines, so the exact date the contractor receives the decision matters a great deal. Missing the 90-day board appeal deadline can forfeit the right to board review, even if the contractor still has a possible Court of Federal Claims option within 12 months.
A decision that omits required appeal language, fails to state the basis for the decision, or is not properly delivered can create disputes over whether a valid final decision was issued. Contracting officers should use a careful template and confirm receipt evidence is in the file.
For claims over $100,000, certification problems are a common pitfall. If the certification is defective, the contracting officer should give timely written notice explaining the defect; otherwise, the Government may lose the ability to rely on the defective certification as a reason not to decide.
The 60-day rule does not always mean the decision must be issued in 60 days, but it does require the contracting officer to either decide or set a definite decision date within that period for larger claims. Vague statements that more time is needed are risky and may be treated as noncompliant delay.
If the contracting officer misses the deadline, the claim is not stuck in limbo—the failure is treated as a denial, which can accelerate litigation. Both sides should track deadlines closely and document all claim submissions, certifications, notices, and receipt dates.
Official Regulatory Text
(a) When a claim by or against a contractor cannot be satisfied or settled by mutual agreement and a decision on the claim is necessary, the contracting officer shall- (1) Review the facts pertinent to the claim; (2) Secure assistance from legal and other advisors; (3) Coordinate with the contract administration officer or contracting office, as appropriate; and (4) Prepare a written decision that shall include- (i) A description of the claim or dispute; (ii) A reference to the pertinent contract terms; (iii) A statement of the factual areas of agreement and disagreement; (iv) A statement of the contracting officer’s decision, with supporting rationale; (v) Paragraphs substantially as follows: "This is the final decision of the Contracting Officer. You may appeal this decision to the agency board of contract appeals. If you decide to appeal, you must, within 90 days from the date you receive this decision, mail or otherwise furnish written notice to the agency board of contract appeals and provide a copy to the Contracting Officer from whose decision this appeal is taken. The notice shall indicate that an appeal is intended, reference this decision, and identify the contract by number. With regard to appeals to the agency board of contract appeals, you may, solely at your election, proceed under the board’s- (1) Small claim procedure for claims of $50,000 or less or, in the case of a small business concern (as defined in the Small Business Act and regulations under that Act), $150,000 or less; or (2) Accelerated procedure for claims of $100,000 or less. Instead of appealing to the agency board of contract appeals, you may bring an action directly in the United States Court of Federal Claims (except as provided in 41 U.S.C. 7102(d) , regarding Maritime Contracts) within 12 months of the date you receive this decision"; and (vi) Demand for payment prepared in accordance with 32.604 and 32.605 in all cases where the decision results in a finding that the contractor is indebted to the Government. (b) The contracting officer shall furnish a copy of the decision to the contractor by certified mail, return receipt requested, or by any other method that provides evidence of receipt. This requirement shall apply to decisions on claims initiated by or against the contractor. (c) The contracting officer shall issue the decision within the following statutory time limitations: (1) For claims of $100,000 or less, 60 days after receiving a written request from the contractor that a decision be rendered within that period, or within a reasonable time after receipt of the claim if the contractor does not make such a request. (2) For claims over $100,000, 60 days after receiving a certified claim; provided, however, that if a decision will not be issued within 60 days, the contracting officer shall notify the contractor, within that period, of the time within which a decision will be issued. (d) The contracting officer shall issue a decision within a reasonable time, taking into account- (1) The size and complexity of the claim; (2) The adequacy of the contractor’s supporting data; and (3) Any other relevant factors. (e) The contracting officer shall have no obligation to render a final decision on any claim exceeding $100,000 which contains a defective certification, if within 60 days after receipt of the claim, the contracting officer notifies the contractor, in writing, of the reasons why any attempted certification was found to be defective. (f) In the event of undue delay by the contracting officer in rendering a decision on a claim, the contractor may request the tribunal concerned to direct the contracting officer to issue a decision in a specified time period determined by the tribunal. (g) Any failure of the contracting officer to issue a decision within the required time periods will be deemed a decision by the contracting officer denying the claim and will authorize the contractor to file an appeal or suit on the claim. (h) The amount determined payable under the decision, less any portion already paid, should be paid, if otherwise proper, without awaiting contractor action concerning appeal. Such payment shall be without prejudice to the rights of either party.