Contract Interpretation

The words breach and default are often used interchangeably to indicate that somebody hasn’t done what they were legally required to do.  According to Black’s Law Dictionary, the words do appear somewhat interchangeable.  Black’s defines breach as “a violation or infraction of a law, obligation, or agreement, especially of an official duty or a legal

Construction contracts often include clauses that purport to limit the liability of one or both parties. This includes clauses that completely prohibit any claims for certain types of damages such as lost profits and other consequential damages, extended overhead or other “delay” damages, and exemplary/punitive damages. Contracting parties may also include clauses that purport to cap liability

Retainage can be tricky in Alabama, particularly on public projects. In this post, we address retainage on public projects for public owners in the state (e.g., a governmental board, commission, agency, body, authority, instrumentality, or department).

A public owner in Alabama may withhold up to 5% retainage from the prime contractor for up to 50%

A fundamental premise of contract law is that promises must be kept. If legally enforceable promises or “contracts” are not kept, courts may step in to enforce them by ordering performance, awarding damages, or granting some other form of relief. Over time, courts have developed exceptions to the general rule that promises must be kept.

A Texas court has rejected a pipeline contractor’s $25 million claim for additional costs based on broad release language include in an executed change order (see Wood Group, USA v. Targa NGL Pipeline Company, LLC, No. 01-21-00542, 2023 WL 5280249 (Tex. Ct. App. Aug. 17, 2023)). The change order at issue increased the contract

Every first year law student in the U.S. takes a course on the Law of Contracts. It’s a rite of passage where lawyers-to-be learn all about things like consideration and legally-enforceable promises.  And as lawyers, we also learn that there are generally-accepted rules on how to interpret contracts.  Some of those rules even have fancy Latin

A federal court in Louisiana last week refused to enforce a limitation of liability provision included in an extra work order holding that it was trumped by the parties’ subcontract (see Planet Construction v. Gemini Insurance, 2023 WL 4675387 (W.D. La. July 20, 2023)). Planet Construction was the general contractor hired to construct the

Loss of productivity damages are commonly estimated using a “measured mile” analysis, which compares unimpacted construction work to work which has been disrupted to determine the cost impact of the disruption. Such analyses often require expert testimony that must satisfy the reliability requirements of Rule 702 and Daubert. Generally speaking, to be reliable the analysis must

Many subcontracts contain a catch-all provision requiring the subcontractor to do everything the prime contractor is obligated to do under the prime contract. This is known as an “incorporation” clause because it adopts or incorporates legal rights and duties spelled out elsewhere. Here is an example of an incorporation clause: “The Subcontractor shall be

The Texas Supreme Court recently provided new guidance in interpreting force majeure language in an oil and gas drilling dispute. In Point Energy Partners Permian, LLC v. MRC Permian Company, the court held that the oil and gas lessee’s scheduling error linked to a well collapse 60 miles from the lease site at issue