A contractor asking for more money after a government-caused change to contract performance stands at a fork that most people never notice until it costs them: submit a request for equitable adjustment, or file a claim under FAR 33.207. The two paths look similar on paper — both ask the contracting officer to pay more — but they trigger entirely different rules on certification, interest, deadlines, and appeal rights. Cross the line without knowing it, and a contractor can lose months waiting on a decision that never had to be "decided" at all, or file a certified claim so early that the certification itself becomes a liability.
Background
An REA arises under a contract's changes-type clause. It is a negotiation tool: the contractor believes a government action increased cost or time, and it asks the contracting officer to adjust the contract price or schedule accordingly. Nothing in the FAR requires an REA to be certified, and nothing forces the contracting officer to issue a formal decision on it within a fixed clock. It is, functionally, a settlement conversation that stays inside the contract.
A claim is different. Under the Contract Disputes Act, codified at 41 U.S.C. § 7103 and implemented at FAR Subpart 33.2, a claim is a written demand seeking, as a matter of right, the payment of money, adjustment of contract terms, or other relief arising under or relating to the contract. Once a submission crosses into "claim" territory — either because the contractor labels it one, a genuine dispute exists, or the contracting officer treats it as one — the certification, interest, and deadline machinery in FAR Subpart 33.2 switches on. That machinery is also the gateway to the Boards of Contract Appeals and the Court of Federal Claims: neither forum has jurisdiction over an REA. Only a claim that has received a contracting officer's final decision, or that has been "deemed denied," can be appealed.
Key Details
The certification threshold is exact. Any claim exceeding $100,000 must carry a certification from a person authorized to bind the contractor, per FAR 33.207 and 41 U.S.C. § 7103. The certifying language must affirm that the claim is made in good faith, that the supporting data are accurate and complete to the best of the certifier's knowledge, and that the amount requested reflects the contractor's genuine belief the government is liable. This is not boilerplate — a certification signed by someone without binding authority, or one that misstates the good-faith basis, is defective. Critically, a defective certification does not strip a Board or the Court of Federal Claims of jurisdiction; it must be corrected before final judgment or decision, but it is not fatal on its own.
Timelines diverge sharply once a submission is a claim. Under FAR Subpart 33.2 and 41 U.S.C. § 7103, a contracting officer must issue a decision within 60 days of a written request for claims of $100,000 or less. For claims exceeding $100,000, the contracting officer must either issue a decision within 60 days of receiving the certified claim or notify the contractor of a firm date by which a decision will follow. There is no equivalent clock running on an REA — a contracting officer can sit on one indefinitely without triggering any statutory consequence.
If the contracting officer misses the window, FAR 33.211(g) treats the silence as a "deemed denial." That fiction exists solely to give the contractor a foothold: it converts inaction into an appealable decision, opening the door to a Board of Contract Appeals or the Court of Federal Claims. An REA that never becomes a claim has no such escape hatch, no matter how long it sits unanswered.
Money moves differently too. FAR 33.208 sets interest on any amount ultimately found due to accrue from the later of the date the contracting officer receives the certified claim or the date payment would otherwise be due, calculated at Treasury-fixed rates that reset every six months for as long as the claim is pending. An REA carries no statutory interest provision at all — whatever additional amount is eventually negotiated is whatever the parties agree to, with no accrual clock running against the government in the background.
There is also a hard outer limit. Under 41 U.S.C. § 7103, a claim by either the contractor or the government is barred if not submitted within six years of its accrual, with an exception preserving government claims based on contractor fraud. An REA is not subject to this statute of limitations in the same way, since it is not yet a claim asserting entitlement as a matter of right.
What It Means for Contractors
The practical decision point is not "how much money" but "what am I actually asking for." An REA works when the contractor and the contracting officer are still negotiating in good faith and a settlement is realistic — it avoids the certification exposure, keeps the conversation informal, and costs nothing if the number changes during discussions. Converting that same request into a certified claim prematurely can backfire: it starts an interest clock the government may prefer not to pay, it commits the contractor to a certified position that becomes discoverable and binding if litigated, and it forces a decision-or-deemed-denial posture that can end a negotiation rather than advance it.
The reverse mistake is equally costly. A contractor that treats a stalled REA as informal correspondence indefinitely, rather than converting it into a certified claim once negotiations genuinely break down, gets no deemed-denial protection and no path to a Board or the Court of Federal Claims. Waiting too long to certify can also brush up against the six-year limitations period on claims, particularly on long-running contract disputes where the underlying event happened years before the parties gave up on settling informally.
The safest operational rule: keep REAs as REAs while a resolution seems achievable through negotiation, and certify the request as a claim — with authorized signature, accurate supporting data, and a genuine statement of amount owed — only once the contractor is prepared to start the statutory clock and, if necessary, litigate. Because a defective certification is curable rather than fatal, contractors should not let uncertainty about certification wording delay filing past a point where the six-year bar or a business deadline becomes the bigger risk.
