Another contract review successfully completed!

One of the more common clauses that we see inserted into construction contracts goes along the lines of:

‘subcontractor is deemed to have identified prior to entering into subcontract all conflicts/divergences/discrepancies/errors between the subcontract documents & the main contract…’

‘The main contractor shall direct how the above shall be resolved & the subcontractor shall not be entitled to additional payment or extension of time for compliance.’

As a subcontractor do you want to take on liability for a document you did not produce, based on a main contract that in all likelihood you haven’t seen?

Probably not!

These types of clauses can be worded in variety of ways. But always the intent is to step down contractual risk to the subcontractor.

There is nothing wrong with the main contractor inserting main contract clauses into the subcontract for discussion, but they should be specific by copying the clause into the subcontract. Where a general obligation exists, or a clause reference is noted, ask to see the main contract to review these points.

When reviewing your contracts be aware of back to back type clauses & the risks they may be imposing on you.