Contracts are the necessary documents that must be drafted and signed for contractors to secure jobs. They are legally binding documents between the contractor and the person or entity contracting their services that spell out the terms of the job and the timeframe for the job to be completed.
However, sometimes contracts can have poor writing, wrong information, or bad clauses that can be detrimental to you as a contractor. It is important for contractors to carefully review all contracts and request revisions when encountering wrong information or bad clauses.
Commercial roofing contracts generally contain four sections: business terms, general terms and conditions, drawings, and specs. Contractors should first identify all of the documents that make up the contract and then carefully review the sections of the document to identify issues and ask for revisions.
- The Specs: This portion of the contract details the specs for the products and materials used for the job from the design professionals or architects. This section usually contains errors as there may be components from the spec books that are incompatible with the specific project. There may also be confusion over specifics such as what makes a roof flat or sloped. It helps to include a separate clarification document to help clear up some of these misunderstandings.
- Drawings: Drawings tend to have less errors than the spec sections because each drawing is done for the specific project as opposed to the specs section which has information taken directly from spec books or previous contracts. Contractors cannot change the drawings but can add information to the business terms or scope clarification document to bring attention to issues found with the drawings.
- General terms and conditions: This section is a general section that is applied to all projects and the language is generally vague and written to favor the party that drafted the contract. Once again, contractors cannot rewrite this part of the contract, but they can request revisions. The best way to approach this is to find troublesome provisions and make a list of them to send to the drafter of the contract. Presenting the issues as a list or table saves the customer from sifting through their own contract to find the issues you are referring to. You should also keep the list to five items or less as most customers do not want to change their standard terms but are willing to make small revisions.
- Business terms: This section of the contract includes the deal specific terms such as price, duration, warranty information, and other terms directly related to the project. Customers expect this section to be revised so don’t be afraid to make some clarifying statements to revise the business terms as well as bad provisions found elsewhere in the contract.
Parties may think that the terms of a contract are not negotiable, but in many cases, the customer and the contractor are willing to negotiate. When negotiating the language of a contract, following these four simple tips helps:
- Review the contract
- Prioritize your revisions and create a list with a manageable number of revisions
- Provide reasons for each requested revision and alternative language to be added to the contract
- Present the list to your customer or contractor in a manner that is easy for them to read and understand
You should also remember to consult your attorney when you feel it is necessary. To learn more, read the full article.
This article is modified from the original which appeared in CRCA Today, Fall 2023, Chicagoland Roofing Contractors Association. This article is not intended to be legal advice. Rather it is intended to point out basic issues to non-attorneys. Owners and contractors should consult legal counsel before signing any contract.