Description
Understand how and when the law of sales affects the rights and responsibilities of the parties in a construction project.
Construction contracts are service contracts and sales of personal property contracts are contracts governed by Article 2 of the Uniform Commercial Code. What are the theoretical and practical differences between the two types of contracts? When is the sale of goods simply part of a construction contract, and when does a construction contract become a contract for the sale of goods? How does a general contractor make sure that the personal property components it purchases meet the warranty requirements of the owner? How does the general contractor make sure that its purchase orders with sellers of personal property comply with the requirements of his contract with the owner? How does the seller of personal property protect itself from disproportionate liability? This information will provide answers to these important questions.
Date: 2023-12-13 Start Time: 1:00 PM ET End Time: 2:05 PM ET
Learning Objectives
* You will be able to discuss where the sale of personal property intersects and diverges.
* You will be able to review the owners perspective, the general contractors perspective, the subcontractors perspective, and the suppliers perspective.
* You will be able to describe insurance and performance bonds.
* You will be able to explain how rights and obligations are known and enforced.
Where Do Construction and Contracts for the Sale of Personal Property Intersect and Diverge?
• Services vs. Goods
• Implied Warranties vs. Express Warranties
• Specific Duty of Good Faith in UCC vs. Not Always in Construction Contract
• Differences in Disclaiming Warranties and Limiting Liability
How Do Parties Typically Enter Into Construction Contracts?
• Competitive Bids
• Negotiation
How Do Parties Typically Enter Into Contracts for Sale or Purchase of Goods?
• Often Blindly by Boilerplate Purchase Orders
• The Battle of the Forms
• Rarely, by Specific Contract Negotiation
The Owners Perspective
• Ideal World Scenario: the Ability to Hold Both the General Contractor Liable for All Design and Construction Defects and at the Same Time Look to All Subcontractors and Suppliers (and Designers) for Satisfaction
• Should the Owner Bargain for Both Direct and Indirect Warranty and Similar Rights Against All Construction Participants?
• Should the Construction Participants Require Defense and Indemnification Arrangements to Protect Them From Vicarious Liability?
The General Contractors Perspective
• Minimize Liability to the Owner and Pass All Liability Down to Subcontractors and Suppliers
• General Contractors Take on Liabilities to Owners Without Having Creditworthy and Insured Subcontractors and Suppliers to Whom to Pass the Liability Through
The Subcontractors Perspective
• Minimize the Liability to the General and the Owner, and Pass It Through to Lower-Tier Subcontractors and Suppliers
The Suppliers Perspective
• Sell Goods With Maximum Disclaimer of Liability, Elimination of Consequential Damages and Short Time Limit for Claims
Insurance and Performance Bonds
• How They Interrelate With Construction and Products Sales Issues
Architects and Design Professionals
• Impact of Specifying a Particular Product
The Heart of the Matter: Ensuring That Rights and Obligations Are Known and Practically Enforceable
CLE (Please check the Detailed Credit Information page for states that have already been approved) ,ENG ,Additional credit may be available upon request. Contact Lorman at 866-352-9540 for further information.
George F. Burns, Esq.-Bernstein, Shur, Sawyer & Nelson, P.A., Conor Shankman – Bernstein, Shur, Sawyer & Nelson, P.A.
