The Construction Counsel is a collection of articles on construction contract provisions, risk allocation, and project documentation written for contractors, subcontractors, developers, and suppliers. Each piece addresses a specific issue that comes up regularly in contract negotiations and project administration, explained in practical terms rather than legal abstractions.
Topics are drawn from patterns across real contract reviews and client conversations. The goal is to give project teams and business owners enough context to recognize risk in their agreements, ask better questions before signing, and understand how common provisions operate when things do not go as planned.
For deeper reference material organized by topic, see the Construction Field Guide.
Flowdown Provisions: How One Bad Clause Can Sink a Subcontractor
Most subcontractors never read the one clause that can hurt them the most. It's usually two sentences long and says you're bound by the prime contract. The problem? That prime contract is full of risk you never priced (or maybe even never read). I wrote about what to watch for and what to do about it.
Kentucky Construction Lawyer’s Guide to Mechanic’s Liens on Kentucky Projects (2026)
Kentucky courts require strict compliance with every step of the mechanic's lien process. This guide covers prelien notice deadlines, filing requirements, and enforcement timelines for commercial construction projects on private property.
Before You Sign: The 5 Subcontract Clauses Worth Reading Twice
Most subcontracts run 30 to 40 pages. Some are longer. When one lands on your desk two days before mobilization, it can be hard to get through it in detail. But whether or not you have time to read every page, these are the five clauses worth understanding before you sign.
How Technology Is Changing Construction Contract Review
The traditional contract review process is familiar to most contractors. A subcontract gets sent to outside counsel. Days pass. A redline comes back with dozens of changes and a bill measured in hours. Sometimes the comments are helpful. Sometimes they raise more questions than they answer. And sometimes the marked-up contract arrives after the subcontract has already been signed to keep the project moving.
This process has frustrated contractors for decades. It is starting to change.
Beyond the Boilerplate: A Contractor's Playbook for Negotiating Liquidated Damages
Liquidated damages show up in almost every construction contract, yet they remain one of the most misunderstood terms in the deal. Too often they are either accepted without analysis or rejected on instinct. Neither approach serves the contractor's interest. This article breaks down how contractors and trade partners should evaluate, negotiate, and price liquidated damages as a business risk, not just a legal clause.
How Good Contracts Protect Relationships, Not Just Projects
Most disputes in construction do not start with bad people doing bad things. They start with misunderstandings. A well-drafted contract does more than create legal protection. It keeps the parties aligned, reduces friction, and provides a defined process for working through disagreements without damaging the relationship.
Understanding Indemnity Clauses in Construction Contracts
Indemnity is one of the most consequential provisions in a construction contract and one of the most commonly misunderstood. What starts as a simple obligation to cover a contractor's own mistakes can become language that pushes uninsurable risk down the chain. Here is what contractors need to evaluate before signing.
Profit in the Fine Print: Five Clauses That Pay Off
Most contractors treat contracts as risk documents. But the right provisions do more than protect against downside. They can strengthen margins, improve cash flow, and create revenue opportunities. Here are five clauses that consistently pay off when negotiated into the right projects.
From Reactive to Strategic: Bringing Legal Into Your Business Before It's Too Late
Many construction companies are growing fast but still treating legal like a fire extinguisher. The most successful contractors treat legal as a part of ongoing operations. Fractional general counsel fills the gap between occasional outside counsel and the overhead of a full-time hire.
Contingent Payment Clauses: Pay-When-Paid, Pay-If-Paid, and What They Actually Mean
Not all contingent payment clauses work the same way. A pay-when-paid clause delays payment timing. A pay-if-paid clause can eliminate the payment obligation entirely. The difference between them is substantial, and it depends on both the contract language and the applicable state law.

