Contract Clauses Owners Skip, and the Arguments They Cause Later

The clauses that matter most are rarely the ones negotiated hardest. Six omissions that become disputes on ordinary projects.

Most construction contracts are negotiated on two points, price and duration, and signed on everything else. The clauses that decide what happens when something goes wrong receive almost no attention, which is why the same disputes recur on project after project.

Why these keep happening

The common thread is that these clauses describe unpleasant possibilities. Raising them at signing feels like anticipating conflict, so both parties leave them vague and discover the ambiguity at the worst possible time.

1. No definition of what completion means

It seems self-evident that a building is either finished or not.

• Avoid it by: Define completion as a list: systems commissioned, snag list closed, as-built drawings and warranties delivered, site cleared.
• Proof it is closed: A completion definition annexed to the contract and referenced by the final payment clause.

What it costs you: The contractor considers the building complete when the work is visually done; the owner considers it complete when systems are tested and documents delivered. Final payment stalls between the two positions.

2. Silence on price escalation

Prices feel stable at signing, and raising escalation invites the contractor to ask for it.

• Avoid it by: State explicitly whether the price is fixed for the duration, and if adjustment is permitted, name the mechanism and the items it applies to.
• Proof it is closed: A clause naming either a firm price or a defined adjustment mechanism with a reference source.

What it costs you: On a long programme, the contractor either absorbs increases and cuts quality elsewhere, or claims them without any agreed basis.

3. No suspension or termination procedure

Nobody signs a contract expecting to stop the work.

• Avoid it by: Include notice periods, the treatment of ordered materials, and how site protection during suspension is paid for.
• Proof it is closed: A suspension clause with notice period, cost treatment and resumption terms.

What it costs you: When a project must pause, whether for funding, family circumstances or a dispute, the parties argue about standby costs, demobilisation and what happens to materials already ordered.

4. Ownership of drawings and documents left unstated

Owners assume that paying for design means owning it.

• Avoid it by: State who owns the drawings, who may use them, and what happens on termination.
• Proof it is closed: A clause covering document ownership, licence to use and handover on termination.

What it costs you: Disputes arise over who may use the drawings if the designer or contractor is changed, which can force redesign of work already paid for.

5. Dispute resolution left to be decided later

Naming a forum feels adversarial during a friendly negotiation.

• Avoid it by: Name the escalation path: negotiation between named representatives within a stated period, then the agreed forum.
• Proof it is closed: A dispute clause naming the steps, the time limits and the forum.

What it costs you: When a disagreement arises, the parties argue about how to argue, which consumes time before any substantive question is addressed.

6. Vague defects liability wording

It sits near the end of the document, and both parties are keen to sign by the time they reach it.

• Avoid it by: State the period, its start trigger, what it covers, response times for attending and the retention linked to it.
• Proof it is closed: A defects clause with period, start date, scope and response obligations.

What it costs you: The period, its start date and what it covers are all uncertain, so the contractor treats post-handover requests as goodwill rather than obligation.

A short check before you sign

• Is completion defined as a checklist rather than as a word?
• Does the contract say whether the price can move, and how?
• Is there a written route for suspension and termination?
• Is document ownership addressed?
• Does the defects clause state a period, a start date and a response time?

If it has already happened

If the contract is already signed with these gaps, an addendum is usually easier to agree than owners expect, because most of these clauses protect both parties. Propose them as process clarifications while the relationship is still working, rather than as amendments in the middle of a disagreement.

If you are preparing to build, Domira can review your drawings, scope and contractor offers before you commit, and supervise delivery against the programme and specification you agreed.