I don't remember most of the cases I read in law school. One stuck: Hadley v. Baxendale, 1854, a broken mill shaft in England. It is the reason the most important clause in your construction contract exists! Here is the 2026 version. A pizza shop's only oven dies. The owner orders a delivery driver to deliver the replacement part across town. The driver takes three hours instead of one, the repair tech goes home, and the shop loses all of Friday. The owner sues for the lost night. He loses, because nobody told the driver that one delivery was holding up an entire business. But, the case explains the difference between direct damages and consequential damages. And in construction, the consequential ones are the numbers that end companies. In one well-known case, a $600,000 fee turned into a $14 million-plus lost-profits award. The mutual waiver of consequential damages is the clause that caps that risk. My latest piece in The Construction Counsel breaks down what it does, why it matters even on small projects, how it reads differently for Owners, GCs, and trade contractors.

When the Owner delays your project by four months, what does your contract actually owe you?

For a lot of Contractors, the answer is: more time, and nothing else.

That's the no damages for delay clause at work. It's in more contracts than most Contractors realize, and in 2026, with Owner-driven design changes, late approvals, and OFCI equipment running on stretched lead times, it's a much bigger risk than it was five years ago.

Our latest piece in The Construction Counsel breaks down how NDFD clauses operate, the exceptions courts will and won't enforce, the carve-outs Owners actually accept, and what to do if you're already on a project where the schedule is slipping.

Notice provisions are one of the most straightforward requirements in a construction contract, and one of the most commonly missed. When they're missed, the consequences are real: weakened claims, reduced recoveries, and unnecessary disputes.

My latest article in The Construction Counsel breaks down how notice provisions actually work when disputes arise, what happens when deadlines are missed, and how to build a compliance process that keeps your team from ever being in that position.

People build construction projects. My latest piece in The Construction Counsel breaks down keyman provisions: what they are, why they're dramatically underused, and how a well-drafted clause can prevent the most common staffing problem in the industry.

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 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.

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.

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.

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.

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.

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.

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.

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.

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.