Contracts Should Reflect the Agreement of the Parties

This week I was asked to review a $100,000 or so construction contract between a condo association and a contractor. There were many missing documents and specifications as to what work would be done, and lots of work that would be needed was specifically excluded. I responded to both parties that my objective was to have the contract detailed enough that both parties had the same expectations about what work would be done, and how much it would cost.

The contractor objected to my assertion that the two parties needed a common understanding about the scope of work and the cost, saying instead that the contract only needed to reflect what the contractor had bid. The contractor missed my point completely.

Contracts should reflect the agreement between the parties. They need to be complete enough that everyone (the client, the contractor, the Architect or inspectors, and any lawyers involved) knows what work is to be performed, and that everyone agrees on what that work is, and how performance of the that work will be measured at the contract’s completion.

In this case, the contractor objected to specific products being named as part of the contract because the contractor knew that the work they intended to perform did not meet the manufacturer’s requirements for installation. I needed to make sure that the client knew that.

In my role as an attorney, I do not pass judgment on the values and business judgments of my clients. I do, however, try to make sure that they are making informed decisions, and that if they are paying less for something that is less than current industry standards, they do so with full knowledge.

The most frequent problems we deal with on contracts are after work has been performed and the client’s expectations were not met. In almost every such case, the contract signed prior to work starting did not define the work to be done, nor did it describe the client’s expectation. Spending time getting the contract to reflect a common understanding of work to be performed and how it will be paid for is one of the best expenditures you can make when doing major repairs or renoviations.

If you have any questions we can answer, please feel free to leave a comment or contact us directly. We look forward to continuing this conversation with you in our future posts!