Case: 18-2171    Document: 60     Page: 1   Filed: 02/10/2020




   United States Court of Appeals
       for the Federal Circuit
                  ______________________

                  JOSÉ M. SÁNCHEZ,
                      Petitioner

                             v.

      DEPARTMENT OF VETERANS AFFAIRS,
                   Respondent
             ______________________

                        2018-2171
                  ______________________

    Petition for review of the Merit Systems Protection
 Board in No. NY-1221-01-0225-C-2.
                 ______________________

                Decided: February 10, 2020
                 ______________________

    MARGARITA LUISA MERCADO, Mercado-Echegeray, Des-
 pacho Legal, San Juan, PR, argued for petitioner.

     BARBARA E. THOMAS, Commercial Litigation Branch,
 Civil Division, United States Department of Justice, Wash-
 ington, DC, argued for respondent. Also represented by
 JOSEPH H. HUNT, ROBERT EDWARD KIRSCHMAN, JR., LOREN
 MISHA PREHEIM.
                   ______________________

      Before DYK, PLAGER, and STOLL, Circuit Judges.
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2                                              SANCHEZ v. DVA




      Opinion for the court filed by Circuit Judge DYK.
     Dissenting opinion filed by Circuit Judge PLAGER.
 DYK, Circuit Judge.
     Dr. José M. Sánchez filed a petition with the Merit Sys-
 tems Protection Board (“Board”) to enforce a 2001 settle-
 ment agreement (“Agreement”) that he entered into with
 the Department of Veterans Affairs (“VA”). The adminis-
 trative judge (“AJ”) denied the petition, and Dr. Sánchez
 sought review in this court. We affirm.
                        BACKGROUND
      Dr. Sánchez is a urologist at the VA Caribbean
 Healthcare System in Puerto Rico.           In 1999, when
 Dr. Sánchez was working at the San Juan VA Medical Cen-
 ter (“San Juan hospital”), he reported to his supervisor and
 other superiors what he believed to be improper practices.
 His allegations included fraudulent acts by physicians and
 technicians who signed in for work while being absent, an
 excessive number of patient complaints, and wasted and
 abused resources.
     On August 21, 2000, Dr. Sánchez received a proficiency
 report prepared by his supervisor. Dr. Sánchez did not at
 the time have a good relationship with residents and some
 other doctors at the San Juan hospital. The report stated
 that Dr. Sánchez’s performance “ha[d] shown a significant
 [negative] change since his last evaluation” and that his
 “harsh criticism and righteous indignation and intoler-
 ance” had “given rise to several harsh exchanges.” J.A. 23.
 It also noted that Dr. Sánchez complained that “he [was]
 ‘targeted’ by the rest of the urologists” and that “the resi-
 dents may [have] purposely engage[d] in actions in order to
 discredit him.” J.A. 23–24. On November 14, 2000,
 Dr. Sánchez received a memorandum reassigning him to
 the Ambulatory Care Service Line, where he believed that
 he would not perform surgery, care for patients, or super-
 vise other staff members. He concluded that these actions
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 SANCHEZ v. DVA                                              3



 (i.e., the adverse proficiency report and reassignment) were
 taken by the VA in retaliation for his whistleblowing activ-
 ities.
     In 2001, Dr. Sánchez filed an individual right of action
 appeal with the Board, alleging that the VA took personnel
 actions against him based on the whistleblowing activities.
 That appeal was dismissed after Dr. Sánchez and the VA
 entered into a settlement agreement. The Agreement pro-
 vided:
     1. The [VA] and [Dr. Sánchez] mutually agree that
     [Dr. Sánchez] will be reassigned to the Ponce Out-
     patient Clinic (hereinafter [“Ponce clinic”]) effec-
     tive not later than October 21, 2001.
     [Dr. Sánchez’s] pay will not be reduced.
     2. [Dr. Sánchez] will have a compressed work
     schedule at the [Ponce clinic] of ten hours per day
     for four days per week, which will include three
     hours of travel per day.
 J.A. 48. Since the settlement in 2001, Dr. Sánchez has
 worked at the Ponce clinic.
     The parties adhered to the Agreement for 16 years.
 However, on July 28, 2017, Dr. Sánchez received a letter
 from Gabriel Miranda-Ramirez, the Chief of Urology Ser-
 vice. The letter informed him of a change in his duty effec-
 tive August 20, 2017, and that he was physically required
 to be at the Ponce clinic from “7:30 a.m. until 4:00 p.m. from
 Monday through Friday” to provide services. J.A. 66.
     On August 16, 2017, Dr. Sánchez filed a petition for en-
 forcement with the Board, arguing that the change in his
 work schedule was a breach of the Agreement. The AJ de-
 nied Dr. Sánchez’s petition, reasoning that 16 years was “a
 reasonable period of time for [Dr. Sánchez] to work a com-
 pressed work schedule” at the Ponce clinic and that the
 Agreement did not bar the VA from requiring a different
 schedule. J.A. 265–66.
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4                                              SANCHEZ v. DVA




     Dr. Sánchez did not seek review from the full Board,
 but instead filed a petition for review in our court. The AJ’s
 decision became a final decision of the Board. We have ju-
 risdiction pursuant to 28 U.S.C. § 1295(a)(9).
                         DISCUSSION
     Our review of Board decisions is limited to whether the
 decision was “(1) arbitrary, capricious, an abuse of discre-
 tion, or otherwise not in accordance with law; (2) obtained
 without procedures required by law, rule, or regulation
 having been followed; or (3) unsupported by substantial ev-
 idence.” 5 U.S.C. § 7703(c).
             I. Interpretation of the Agreement
     Dr. Sánchez argues that the Agreement includes no
 time limit and allowed him to maintain a compressed work
 schedule as long as he worked at the Ponce clinic.
      When, as here, a contract is silent on the time limit of
 its term, it is established that the term is ordinarily effec-
 tive for “a reasonable time.” M & G Polymers USA, LLC v.
 Tackett, 574 U.S. 427, 441 (2015) (“[C]ontracts that are si-
 lent as to their duration will ordinarily be treated not as
 ‘operative in perpetuity’ but as ‘operative for a reasonable
 time.’” (quoting 3 A. Corbin, Corbin on Contracts § 553
 (1960))); see also Restatement (Second of Contracts) § 204
 (stating that “a term which is reasonable in the circum-
 stances is supplied” when it is omitted from the contract);
 11 Williston on Contracts § 31:7 (4th ed.) (“[W]hen the con-
 tract involved is silent regarding the matter in question,
 only reasonable terms will be implied.”); Franklin Pavkov
 Const. Co. v. Roche, 279 F.3d 989, 997 (Fed. Cir. 2002)
 (“The contract did not specify a time for delivery, thus the
 [g]overnment [was] obligated to deliver the [government
 furnished property] in sufficient time for it to be installed
 in the ordinary and economical course of performance.” (in-
 ternal quotation marks and citation omitted)).
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 SANCHEZ v. DVA                                              5



     What constitutes a reasonable time is determined
 based on the circumstances. Restatement (Second of Con-
 tracts) § 204 (“When the parties to a bargain sufficiently
 defined to be a contract have not agreed with respect to a
 term which is essential to a determination of their rights
 and duties, a term which is reasonable in the circum-
 stances is supplied by the court.”).
      In Bobula v. U.S. Dep’t of Justice, 970 F.2d 854 (Fed.
 Cir. 1992), the government settled an employee’s griev-
 ances by agreeing to “transfer [the employee] and . . . ‘slot’
 [her] to the United States Attorney’s Office, in Cleveland,
 Ohio.” Id. at 856. Four years after her transfer, the gov-
 ernment reassigned her to an office in Akron, Ohio. Id. In
 the context of determining whether the employee’s breach
 of contract claim was frivolous, we concluded that “the four
 years that [the employee had] been in Cleveland would sat-
 isfy [a] requirement” under the parties’ settlement agree-
 ment Id. at 862. In other words, the four year period was
 a reasonable time.
     Other circuits have examined the surrounding circum-
 stances of the contract, in particular, “the background
 against which it was executed,” to determine a reasonable
 time. Eagle-Picher Co. v. Mid-Continent Lead & Zinc Co.,
 209 F.2d 917, 918 (10th Cir. 1954). For example, in Eagle-
 Picher, the contract was silent as to the duration of a joint
 venture contract. Id. at 918–20. The court held that the
 continued duration should be determined based on “the
 facts and circumstances existing at the time the contract
 was entered into,” id. at 921, and “[i]f no date is fixed by
 the contract for its termination, the agreement remains in
 force until its purpose is accomplished or until such accom-
 plishment has become impracticable,” id. at 919. The
 agreement there was for development of mining property
 under leases. Id. at 918. The court concluded that the joint
 venture contract continued during the renewed period af-
 ter the original leases expired, because those leases were
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6                                              SANCHEZ v. DVA




 commercially profitable, which was the reason why the
 joint venture was formed. Id. at 919, 921.
     Similarly, Barco Urban Renewal Corp. v. Housing
 Auth., 674 F.2d 1001 (3rd Cir. 1982) involved a contract be-
 tween a housing authority and an urban developer for de-
 velopment of properties owned by the authority. Id. at
 1002–03. No provision stated the duration of the agree-
 ment. Id. at 1004. The contract contemplated that the par-
 ties would agree to a development plan requiring the
 authority to convey all properties to the developer within
 five years. Id. If negotiations for the plan failed, however,
 the developer had a right to first refusal if the authority
 offered the properties to others. Id. Based on the purpose
 and background of the contract’s formation, the court con-
 cluded that a reasonable time for the right to first refusal
 was five years—the deadline to convey all properties for de-
 velopment—because its purpose was expeditious develop-
 ment. Id. at 1007, 1009–10.
     The background of the Agreement here supports the
 conclusion that 16 years was a reasonable duration.
     First, the circumstances in which the Agreement was
 executed do not suggest that an unlimited duration was
 necessary to satisfy the contractual purpose. Here, at the
 time of the agreement’s execution, Dr. Sánchez claimed
 that he faced animosity and retaliation at the San Juan
 hospital for his whistleblowing activities. The purpose of
 relocating Dr. Sánchez’s workplace to the Ponce clinic was
 to mitigate the hostile environment by allowing
 Dr. Sánchez to leave that environment and work at an-
 other location, i.e., the Ponce clinic. Because Dr. Sánchez
 lived in San Juan, the parties also agreed to a compressed
 work schedule to accommodate his commute to Ponce.
 Dr. Sánchez admitted during oral argument that the pur-
 pose of the Agreement was to have him “transferred to
 Ponce” because “he suffered reprisals” due to his whistle-
 blowing activities and that the “compressed work schedule
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 SANCHEZ v. DVA                                             7



 was agreed upon” because he continued to live in San Juan.
 Oral Arg. 4:45–7:00, available at http://oralarguments.
 cafc.uscourts.gov/default.aspx?fl=2018-2171.mp3. Under
 those circumstances, this unusual arrangement specified
 in the Agreement was for the period that Dr. Sánchez rea-
 sonably would have confronted the alleged hostile environ-
 ment at the San Juan hospital. See Eagle-Picher, 209 F.2d
 at 919–21 (considering circumstances surrounding for-
 mation of the contract).
     Second, the compressed work schedule was a very un-
 usual term in that Dr. Sánchez would be paid for time that
 he was not working during his three hour commute. A fed-
 eral employee is generally not eligible to be compensated
 for his commuting time. See 5 C.F.R. § 551.422 (“An em-
 ployee who travels from home before the regular workday
 begins and returns home at the end of the workday is en-
 gaged in normal “home to work” travel; such travel is not
 hours of work.” (emphasis added)). It would thus seem un-
 likely that the parties intended that this unusual arrange-
 ment exist indefinitely.
     On its face, a 16-year period is a reasonable time for
 the alleged hostilities against Dr. Sánchez to dissipate. 1
 As the party claiming a breach, Dr. Sánchez had the bur-
 den of proof but did not offer evidence that the claimed an-
 imosity persisted after that 16-year time period. Tech.
 Assistance Int’l, Inc. v. United States, 150 F.3d 1369, 1373
 (Fed. Cir. 1998) (“The party alleging a breach of contract
 bears the burden of proving the breach.”).            Given
 Dr. Sánchez’s failure, the Board correctly determined that
 16 years was a reasonable time and Dr. Sánchez did not



     1   In fact, as recently as 2017, Dr. Sánchez performed
 duties at the San Juan hospital due to facility issues at the
 Ponce clinic, and he did not claim that he continued to face
 a hostile environment.
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8                                              SANCHEZ v. DVA




 satisfy his ultimate burden to prove a breach of the Agree-
 ment.
        II. Closing of Record and Denial of Hearing
      Dr. Sánchez, however, contends that he could not sat-
 isfy his burden of proof because the record was closed with-
 out proper notice, and that he was deprived of a hearing.
 Based on additional evidence, he argues that “he would
 have[] showed that the [VA’s] claimed needs for efficiency
 [were] not supported.” Reply Br. 11. The issue here is not
 a due process issue; rather it is a simple discovery dispute.
 And we need not decide whether the record was improperly
 closed and whether Dr. Sánchez was entitled to a hearing
 because the evidence Dr. Sánchez sought pertained to dis-
 puted facts that were irrelevant.
     Even if the record closure had been erroneous, the ad-
 ditional evidence that he sought in discovery concerns an
 irrelevant issue regarding the Ponce clinic’s service needs
 as opposed to the Agreement’s purpose to mitigate the al-
 leged hostile environment at the San Juan hospital. Noth-
 ing in the background of the Agreement suggests that a
 reasonable time depended on the VA’s need for additional
 services at the Ponce clinic. Thus, evidence of the need for
 Dr. Sánchez’s service was irrelevant to the reasonable time
 issue, and the Board should not have considered it. See
 Briscoe v. Dep’t of Veterans Affairs, 55 F.3d 1571, 1574
 (Fed. Cir. 1995).
     In cases involving a petition for enforcement, “[t]he
 judge may convene a hearing if one is necessary to resolve
 matters at issue.” 5 C.F.R. § 1201.183(a)(3). There is “no
 right to a hearing regarding a petition for enforcement.”
 Weed v. Soc. Sec. Admin., 367 F. App’x 144, 147 (Fed. Cir.
 2010). Since the efficiency evidence was irrelevant, a hear-
 ing was not required. We do not hold that such evidence is
 always irrelevant; we merely hold that, under the facts of
 this case, evidence undermining the VA’s claimed needs for
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 SANCHEZ v. DVA                                            9



 efficiency is irrelevant to whether 16 years was a reasona-
 ble time period.
                        CONCLUSION
     We conclude that the VA did not breach the Agreement
 when it changed Dr. Sánchez’s work schedule, and that
 Dr. Sánchez’s challenge to the Board’s discovery procedure
 lacks merit.
                       AFFIRMED
                           COSTS
    No costs.
Case: 18-2171   Document: 60      Page: 10   Filed: 02/10/2020




    United States Court of Appeals
        for the Federal Circuit
                  ______________________

                   JOSÉ M. SÁNCHEZ,
                       Petitioner

                             v.

       DEPARTMENT OF VETERANS AFFAIRS,
                    Respondent
              ______________________

                        2018-2171
                  ______________________

    Petition for review of the Merit Systems Protection
 Board in No. NY-1221-01-0225-C-2.
                 ______________________
 PLAGER, Circuit Judge, dissenting.
     The Government breached its contract with Dr. José M.
 Sánchez (“Dr. Sánchez”). It should be held accountable.
 Because the majority concludes otherwise, in a decision
 that is not supported by settled law or common sense, I re-
 spectfully dissent.
                       BACKGROUND
     The outcome of this appeal depends on the proper in-
 terpretation of the Settlement Agreement between Dr.
 Sánchez and the Department of Veterans Affairs (“VA” or
 “Government”). That interpretation depends not only on
 the words of the Agreement, but on the factual context in
 which it was negotiated and confirmed. As the majority
 opinion only partially details these facts, a more complete
 description is warranted.
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 2                                             SANCHEZ v. DVA




     The facts are these:
      In 1999, Dr. Sánchez was employed by the VA in San
 Juan, Puerto Rico. Dr. Sánchez is a medical doctor with a
 urological specialty and nearly 30 years of service. At the
 time, he was assigned to and serving in the San Juan Med-
 ical Center.
     During the course of his employment he observed what
 he believed to be a variety of improper practices, including
 fraudulent acts by other physicians regarding, inter alia,
 their working hours, as well as by technicians serving the
 facility’s patients. These various improper acts resulted in
 an especially large number of patient complaints, and what
 to him appeared to be wasted and abused government re-
 sources.
     Dr. Sánchez reported his observations and concerns to
 various VA authorities. As a result, and not surprisingly,
 Dr. Sánchez’s relationship with his supervisors, as well as
 some of the other physicians and residents whose conduct
 he reported, deteriorated; as our cases reveal, this is a not
 unusual consequence of being a whistleblower.
     In due course, Dr. Sánchez was issued a proficiency re-
 port by his immediate supervisor indicating that his per-
 formance had significantly declined since the last report.
 This was followed, in November 2000, by a reassignment of
 Dr. Sánchez to the Ambulatory Care Service, which he un-
 derstood to remove him from surgical work, care for pa-
 tients, and supervision of other staff members.
     In a series of interactions between Dr. Sánchez and the
 hospital authorities at the VA, Dr. Sánchez alleged that
 these hostile actions taken against him were in retaliation
 for his whistleblowing activities. The agency did not re-
 spond favorably, so in 2001 Dr. Sánchez, pursuant to fed-
 eral law, filed an individual right of action appeal with the
 United States Merit Systems Protection Board (“MSPB” or
 “Board”). In his appeal to the Board, Dr. Sánchez alleged
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 SANCHEZ v. DVA                                            3



 that the VA took adverse personnel actions against him
 based on his whistleblowing activities, a subject matter
 within the jurisdiction of the Board.
     A series of negotiations then ensued between repre-
 sentatives of the VA and Dr. Sánchez. In the end, the par-
 ties reached a Settlement Agreement, and pursuant
 thereto Dr. Sánchez withdrew his appeal to the Board. In
 the Settlement Agreement the VA and Dr. Sánchez agreed
 to his reassignment to a VA medical facility in Ponce,
 Puerto Rico. Ponce is located a good distance from San
 Juan where Dr. Sánchez worked and lived.
     To accept this reassignment meant that Dr. Sánchez
 would either have to drive an hour and a half each way
 every working day, a total of three hours in the car, or up-
 root his home and family from their residence in San Juan
 and relocate closer to Ponce.
     The solution to this dilemma, to which the VA and Dr.
 Sánchez agreed, was that he would drive the three hours a
 day on working days, but that the VA would take that into
 account as part of his duties and he would be assigned four
 working days a week instead of five. This was intended as
 a way to compensate him for the time spent on the road
 instead of practicing medicine.
      This was a mutually acceptable arrangement for both
 the VA and for Dr. Sánchez. The VA got him out from un-
 derfoot and away from the area so he could no longer trou-
 ble the hospital administration about their management
 problems. And Dr. Sánchez was given a place to work
 where he could practice the medical skills he was trained
 in, and he could put behind him the unfriendliness that his
 whistleblowing activity brought upon him. The settlement
 presumably was thought by the parties under the circum-
 stances to be a win-win.
     As stated in the Settlement Agreement:
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 4                                            SANCHEZ v. DVA




     1. The Agency and the Appellant mutually agree
     that the Appellant will be reassigned to the Ponce
     Outpatient Clinic (hereinafter “POPC”) effective
     not later than October 21, 2001. The Appellant’s
     pay will not be reduced.
     2. The Appellant will have a compressed work
     schedule at the POPC of ten hours per day for four
     days per week, which will include three hours of
     travel per day.
 J.A. 48, 50.
     This arrangement was honored by both parties for six-
 teen years. Then, without warning, in July 2017, the Chief
 of Urology Service at the VA’s San Juan hospital sent Dr.
 Sánchez a letter informing him that, effective August 20,
 2017, he was to have a new “tour of duty.” He would now
 be required to work a regular five-day week at the Ponce
 facility, from “Monday through Friday 7:30 a.m. to 4:00
 p.m. with Sat.-Sun. off.” J.A. 67. The only explanation of-
 fered was that this change was made “[i]n an effort that all
 VA resources are appropriately maximized and our Veter-
 ans are afforded availability of services.” Id.
     Efforts by Dr. Sánchez to discuss this sudden change,
 and to remind the VA of its longstanding Settlement Agree-
 ment, did not resolve the situation. On August 16, 2017,
 he again sought help from the Merit Systems Protection
 Board. This time he requested an order for enforcement of
 the 2001 Settlement Agreement, again a subject-matter
 within the jurisdiction of the MSPB.
     The case was submitted to an MSPB administrative
 judge who ordered the VA to file “proof that it has complied
 with the settlement, or that it has good cause for noncom-
 pliance or for incomplete or partial compliance.” J.A. 71.
 After an interruption from a hurricane hitting the island
 and a related dismissal and refiling of the case, an ex-
 tended and contentious evidence discovery period ensued.
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 SANCHEZ v. DVA                                             5



      Finally, on May 16, 2018, the administrative judge is-
 sued her opinion. She concluded that, because the original
 Settlement Agreement provided no duration for the VA’s
 obligations, “a reasonable time under the circumstances
 [would] be presumed.” J.A. 264. Determining the duration
 of that “reasonable time” required “look[ing] beyond simply
 the length of time of compliance and mak[ing] an assess-
 ment of the overall attendant circumstances, including the
 motives of the agency.” Id. The question before her, as
 she saw it, was whether sixteen years was “a reasonable
 period of time for the appellant to work a compressed work
 schedule of ten hours per day/four days per week (including
 three hours of travel per day) at the Ponce Out Patient
 Clinic.” Id. Her answer was: yes, it was a reasonable time,
 and thus the VA had not breached the Agreement; the pe-
 tition for enforcement was denied.
     As the law allows, Dr. Sánchez appealed her decision
 to this court.
                         DISCUSSION
     There are two things wrong with the decision of the
 Merit Systems Protection Board in this case, in addition to
 the fact that the administrative judge seemed to be more
 concerned with the Government’s well-being than with the
 protection of the Government employee when confronted
 by an arbitrary Government action.
     The VA’s action in this case is clearly arbitrary and ca-
 pricious for two separate but related reasons. First, the
 presumption that the test for whether the Government
 could unilaterally terminate its Settlement Agreement in
 this case—what the Government might deem a “reasonable
 time” for the Agreement to expire—is a mistaken presump-
 tion on these facts.
     It is true that the Agreement did not specify a termina-
 tion date. And it is also true that in a case in which a ter-
 mination date for an agreement is needed but omitted, a
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 6                                           SANCHEZ v. DVA




 court may employ a presumed “reasonable time” in the ab-
 sence of something better. But in this case, no “presumed”
 termination date is needed, nor was one intended by the
 parties.
     This is because, on its face, the Agreement was in-
 tended by the parties to continue in effect so long as Dr.
 Sánchez was assigned to the Ponce medical facility for
 work. The compressed work schedule was designed to
 make that assignment workable for both parties—the Gov-
 ernment got Dr. Sánchez out of town; Dr. Sánchez found a
 compatible place to practice medicine, though at some cost
 to his being at home, his living arrangements, and the wear
 and tear on his vehicle.
      The compressed schedule was designed and agreed to
 for the purpose of persuading him to accept the assignment
 to a distant facility, at which the Government intended he
 henceforth would work for whatever time both he and the
 VA mutually agreed. Nothing in the circumstances of this
 Agreement suggests that the parties intended this Settle-
 ment Agreement to be terminable at the will of the Govern-
 ment, without any consultation or willingness on the part
 of Dr. Sánchez to give up the benefits which he had been
 promised while he served the VA at this remote station.
     Thus, so long as Dr. Sánchez was assigned to and con-
 tinued to serve at the Ponce medical facility, both the
 Board and the majority err in reading into the Settlement
 Agreement a presumed need for an arbitrary termination
 date, one that has no justification under the circumstances
 for which this Agreement was intended.
    The second thing wrong with the decision of the MSPB,
 as well as the majority, is that, even if the agreement is
 thought to be subject to termination at some “reasonable
 time” to be determined, the unilateral termination by the
 Government does not qualify as reasonable under the cir-
 cumstances.
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 SANCHEZ v. DVA                                               7



    As this court has carefully explained regarding settle-
 ment agreements:
     A settlement agreement is a contract, and we apply
     basic contract principles unless precluded by law.
     The interpretation of a settlement agreement is an
     issue of law, which we review without deference to
     the Board’s decision. In interpreting an agree-
     ment, we first ascertain whether the agreement
     clearly states the understanding between the par-
     ties. If there is an ambiguity in the formation of
     the agreement or during its performance, we imple-
     ment the intent of the parties at the time the agree-
     ment was struck. We give the words of the
     agreement their ordinary meaning unless the par-
     ties mutually intended and agreed to an alterna-
     tive meaning.
 Harris v. Dep’t of Veterans Affairs, 142 F.3d 1463, 1467
 (Fed. Cir. 1998) (citations omitted). “The paramount focus
 is the intention of the parties at the time of contracting;
 that intention controls in any subsequent dispute.” King v.
 Dep’t of the Navy, 130 F.3d 1031, 1033 (Fed. Cir. 1997). We
 cannot change a contract’s terms absent mistake, fraud, ac-
 cident, or illegality. Atlas Corp. v. United States, 895 F.2d
 745, 750 (Fed. Cir. 1990).
     In addition to these basic principles, this court has
 noted that “an implied term of every settlement agreement
 is that the parties deal in good faith with each other.”
 Sweeney v. United States Postal Serv., 159 F.3d 1342, 1344
 (Fed. Cir. 1998). And in LaBatte v. United States, 899 F.3d
 1373, 1379 (Fed. Cir. 2018), the court said:
     The Restatement (Second) of Contracts § 205, Com-
     ment d (1981), explains that the duty of good faith
     and fair dealing prohibits “interference with or fail-
     ure to cooperate in the other party’s performance.”
     This is true, even if “the actor believes his conduct
     to be justified.” Id. The covenant “‘imposes on a
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 8                                                SANCHEZ v. DVA




     party . . . the duty . . . to do everything that the con-
     tract presupposes should be done by a party to ac-
     complish the contract’s purpose.’” Stockton E.
     Water Dist. v. United States, 583 F.3d 1344, 1365
     (Fed. Cir. 2009) (quoting 30 Richard A. Lord, Wil-
     liston on Contracts § 77.10 (4th ed. 1999)). The
     covenant prevents parties from “act[ing] so as to
     destroy the reasonable expectations of the other
     party regarding the fruits of the contract.” Centex
     Corp. v. United States, 395 F.3d 1283, 1304 (Fed.
     Cir. 2005).
     The contract’s plain language is clear and unambigu-
 ous and, given the circumstances, leaves nothing to be
 added. See Harris, 142 F.3d at 1467. According to the con-
 tract, Dr. Sánchez agreed to drop his claims against the
 Government in exchange for, inter alia, a compressed work
 schedule in Ponce. The contract as such does not need to
 specify a duration of time for the compressed schedule to
 continue because it requires that, if Dr. Sánchez is working
 in Ponce, then the compressed schedule remains in effect.
     The parties recognized that as long as Dr. Sánchez was
 working in Ponce, he was guaranteed a certain schedule in
 light of the inconvenience in traveling there. Neither the
 Government nor this court can rewrite the contract or viti-
 ate the parties’ bargained-for exchange—that Dr. Sánchez
 would work far from home, but if and only if he were com-
 pensated for travel time. “Without the compressed work
 schedule, I would have never agreed to be reassigned to the
 POPC to travel three hours per day. This was the basis of
 the bargain.” J.A. 97. The Government breached the con-
 tract when it required that Dr. Sánchez work in Ponce
 without the compressed schedule.
      It is possible to hypothesize circumstances under which
 the Government might be justified in trying to renegotiate
 the Settlement Agreement. For example, what if the hos-
 tile environment at the San Juan facility had sufficiently
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 SANCHEZ v. DVA                                            9



 dissipated due to changes in personnel there, and Dr.
 Sánchez’s medical services were needed back at the San
 Juan hospital? Presumably the VA could initiate a renego-
 tiation, proposing to reverse the decision to exile Dr.
 Sánchez to Ponce and thus eliminating his need for the
 daily roundtrip travel. A successful renegotiation would
 presume that Dr. Sánchez agreed that the new circum-
 stances in San Juan vitiated his need to be elsewhere to
 practice medicine.
     Or perhaps Dr. Sánchez might have moved his home
 and family to the Ponce area so that he was no longer hav-
 ing to travel the three hours a day. (Nothing in the record
 suggests this in fact occurred.) That might be grounds for
 a claim by the Government that the special hours and
 travel arrangements were no longer binding on the Gov-
 ernment.
     The Government did not offer any defenses along these
 lines to explain its obvious breach of the agreement. Noth-
 ing of this type was in evidence in the record in this case—
 the Government’s claimed basis for abrogating its commit-
 ment being that the hospital management wanted to be
 sure that “the VA resources are appropriately maximized.”
 J.A. 67. That issue, how best to maximize resources, was
 decided regarding Dr. Sánchez in 2001 when the original
 Settlement Agreement was entered into by the authorized
 representatives of the Government. Nothing in the record
 in this case or in the arguments made by either the MSPB’s
 administrative judge or the majority in this court estab-
 lishes otherwise.
     We must reject the Board’s erroneous conclusion as a
 matter of law. To hold otherwise contravenes the contract’s
 plain language, the parties’ intent, and the covenant of
 good faith and fair dealing. See LaBatte, 899 F.3d at 1379
 (“The covenant prevents parties from ‘act[ing] so as to de-
 stroy the reasonable expectations of the other party regard-
 ing the fruits of the contract.’”) (citation omitted).
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 10                                           SANCHEZ v. DVA




     The decision of the MSPB must be reversed, and the
 matter remanded to the agency with instructions to honor
 its Settlement Agreement with Dr. Sánchez. In addition,
 the agency should make such monetary compensation as is
 necessary to restore him to the situation that prevailed be-
 fore the VA breached its agreement.
     I dissent from the majority’s failure to follow the law,
 which requires that the Government honor its contracts
 just as the Government always insists other contracting
 parties must. I dissent as well from the majority’s failure
 to recognize the judicial obligation to uphold the inherent
 values of settlement contracts that benefit both the em-
 ployee and the Government, as a method for avoiding un-
 necessary and prolonged litigation. The law values these
 contracts, and so should we.
