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Product ID: 404794EAU
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Avoiding Unintended Contract Modifications

OnDemand Webinar (89 minutes)

Learn to identify which elements of a construction project are likely to be at risk for changes.All contractors, subcontractors, suppliers, design professionals and others involved in construction projects encounter changes to a construction contract because the construction contract cannot define each and every design issue, differing site conditions, issue with labor including strikes, weather impacts, scope changes by the owner or the owner's client, material shortages, specified manufacturers going out of business and numerous other contingencies. The parties to the construction of a facility do not always understand the implications of these contract modifications and their responsibility when an unforeseen or uncontemplated event occurs. They also do not understand that, by their their action or inaction, they may be unintentionally modifying their contract. This topic helps those involved in construction identify which elements of a construction project are likely to be at risk for changes. The material also explains the method required for addressing these modifications and changes under the terms of the contract, what to do if there is no contract provision addressing these problems and steps to take to avoid unintentionally modifying your contract. The content will also address modifications to a contract which are so impactful that they become a cardinal change to the contract and may relieve a party from future performance.


Michael D. Ganz, Tunstead & Schechter
Jason L. Rothman, Forchelli, Curto, Deegan, Schwartz, Mineo & Terrana, LLP


Contract Terms Which Are Prone to Be Modified

• General Terms and Conditions

- Payment Terms

- Termination Provisions

- Change Order Provisions

- Disputed Work

- Timing and Delay Provisions

- Labor Provisions

- Waiver Provisions

- Warranty Provisions

- Dispute Resolution Provisions

- Close-out Provisions

• Scope of Work Terms

• Additional and Supplemental Terms

Contract Modification Procedure After Contract Is Signed

• The Explicit Language of the Contract Regarding Modification

- No Oral Modification Provision

• Change Orders and Construction Change Directives

• Changes Due to Applicable Law

- Provisions That Are Void as Against Public Policy

• Cardinal Changes to a Construction Contract

• The Implied Modification of a Contract

- Waiver of No Oral Modification Provision

- Parties' Course of Conduct

- When Is a Contractee Bound by Implied Terms in the Contract?

- Disputed Work

- Conflicts in Addressing Implied Contract Modification

Amendment or Close-out Agreement