Understanding Implied Obligations to Manage Risk
Zach Jones, Attorney
Stites & Harbison, PLLC
Design and construction agreements carry with them many obligations. Obligations may be in the form of duties, warranties or other covenants. Many of those obligations are stated in the written contract. However, contracts also impose certain obligations that may not be expressed in the written contract. These unwritten obligations are implied by law and courts and arbitrators enforce these obligations despite not being stated in the contract.
Therefore, implied obligations should be carefully considered by all parties, including owners, architects, engineers, consultants, general contractors, subcontractors and suppliers. Often, these implied obligations apply because the parties have failed to enter into specific contractual provisions that might supersede certain implied obligations. Other times they apply regardless, and even despite, written terms in a contract. Understanding implied obligations is critical to fully understanding and managing the risk allocation in contracts.
This 90-minute, information-packed program will help you to:
- Identify potential sources for implied obligations
- Understand what your duties are
- Recognize the warranties you are really making when you enter into the contract
- And much, much more!
During this presentation you will learn about:
- Implied duty of good faith and fair dealing;
- Implied duty to share material information;
- Implied duty not to interfere;
- Implied warranties — such as the warranty of workmanship, fitness for a particular purpose, and merchantability;
- Implied duty to follow building codes;
- Implied Standard of Care;
- Implied representations — including that if the builder builds according to the plans and specifications, the builder has no liability if the project ultimately fails; and
- Implied duty to complete the work in a reasonable time.
Who Will Benefit?
This program is a must if you’re a public or private owner, construction manager, contractor, subcontractor, consultant, attorney, architect or engineer.
This event features key insights from our knowledgeable construction expert:
Zach Jones is an attorney in the Louisville office of Stites & Harbison, PLLC, and is a member of the firm's Construction Service Group. Prior to becoming a lawyer, Zach bid and managed public and private construction projects. Zach’s law practice is focused on representing clients involved in construction litigation and transactions with a primary focus on representing contractors who build projects for public owners or who work primarily in the infrastructure construction market. Whether before agencies, courts, or arbitration panels, Zach brings a unique understanding of the “real world” to every dispute. Zach is actively involved in many trade associations, including the Underground Construction Association and the Society of American Military Engineers. Zach has also written numerous articles and book chapters including, most recently, co-authoring a chapter of depositions in the forthcoming Third Edition of the ABA Discovery Deskbook for Construction Disputes and an article titled The Allocation of Site Condition Risks in Tunneling & Underground Construction Magazine’s March 2015 edition.
Recorded June 18, 2015