Do Standard AIA Contracts Fit All Projects?
Since the AIA contracts are so long and so comprehensive, they tend to incorporate or cross reference other documents in a way that can be confusing for a first time user. For example, the standard agreement between an owner and a contractor to complete a project for a set price starts out as an eight page document, full of blanks. The parties to the contract will fill in the names of the parties, the names of the project, and all other details. By the time all those blanks are filled in, it probably ends up being about 12 to 15 pages long. However, this contract incorporates and includes a separate document, which is the general conditions of the contract, which ends up adding another 40 pages or so.
Dealing with a 50 to 60 page contract is not something that every contractor is prepared to do. There are times when an AIA contract is not a good fit. If the contractor is small and doesn’t have experienced project managers and superintendents who are familiar with the AIA contracts, it may not be a good fit for them. Even if the contractor has those experienced personnel, if the project is small, the project administration laid out in the AIA contract simply may not apply. There are other organizations, such as ConsensusDocs and the Design-Build Institute of America that also offer standard form contracts for use on building projects. For some contractors, one of those other contracts might be a better fit than AIA contracts
Are AIA Standard Form Contracts Amendable?
There are a lot of blank spaces in these standard form contracts, which are to be filled in with details like contract price, which change from project to project. After those blanks have been filled in, the remainder of the contract as it written by the AIA primarily deals with the rights and the responsibilities of the parties, the details of how the contracts will be administered, and how the project will be handled on site. Those terms–the ones that have been laid out and don’t contain blank spaces–can be amended, but careful consideration should go into that decision. If a contractor or other construction professional finds itself changing a lot of the terms in the AIA contract, then it may be an indication that the AIA contract is not a good fit for that person or that project.
In addition to the blanks to be filled in, and in addition to the possibility of editing the rest of the contract, there is also section at the end of the contract where, essentially, the parties can change anything that they want. I caution my clients to not modify the AIA contract too much because if you find yourself making a lot of modifications, it probably means that it wasn’t a good contract for you in the first place. More importantly, with those 60 pages of contract terms, it’s likely that even if you changed something that you found in one term, there may be another term that relates to that same thing, but you didn’t catch that and therefore didn’t change that other related term. This creates ambiguity and inconsistencies between the revisions that were made and the other terms that should have been changed but weren’t changed, with the end result being that it is no longer clear how the contract should be administered. This cross referencing of documents and terms within the contract can make it very hard to make the changes to the documents in a way that ensures the desired changes were actually accomplished
If the contract is a good fit, go ahead and use it. If some minor corrections or changes are needed, that is acceptable. But, if you find yourself wanting to make a lot of changes, you probably need to find a different form of standard contract or have an attorney draft a contract that better suits your needs.
Do The Terms Of The AIA Contract Tend To Favor The Membership Of A Specific Trade Organization?
A contract that comes from the American Institute of Architects certainly includes some terms that are favorable to the architect. However, construction contracts aren’t between the architect and the contractor but are agreements between the contractor and the owner, so it would be logical to conclude that favoritism toward the architect would not matter that much. Unfortunately, this is not true, as any terms which are skewed to favor the architect is essentially the same as favoritism towards the owner because the architect acts as the owner’s representative in dealing with the contractor. Any time that the architect is favored, it will usually mean that the general contractor is going to be disfavored.
For example, AIA contracts have a term that establishes the Architect as the “Initial Decision Maker” in any dispute between the Owner and Contractor. This requires the contractor to submit any dispute to the architect first. Although some architects are able to walk the fine line between being the Owner’s representative in most situations while also being a neutral decision maker when a dispute arises, it rarely feels fair or impartial to the Contractor. In many situations, the unfortunate reality is that the Architect cannot be fair or impartial because the architect’s entire relationship with the Owner is to act on its behalf and be its representative in dealing with the Contractor, and it is often the decisions of the Architect that caused the dispute to arise in the first place.
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