A spring 2024 storm damaged the roof on Arthur Robertson’s 1,800 SF Jacksonville home. Arthur agreed to have Florida Roof Specialists (FRS) make repairs. Arthur signed a FRS contract with no price. Salesman for FRS said Arthur didn’t have to worry about the price. FRS would negotiate a price with the insurance carrier.
When FRS finished work, Arthur’s insurance company wrote a check for $23,000. Arthur paid FRS. So far, so good. But that wasn’t the end of the story.
After completion, Arthur got a “final invoice” from FRS. FRS claimed Arthur owed another $23,000. The job cost was now $46,000. When Arthur refused to pay, FRS filed suit to enforce a lien on Arthur’s home. That put the FRS contract front and center.
Turns out, the FRS contract was a printed form with blanks to be filled in by hand. Only the owner’s name, job address and the contract date changed from job to job. Did FRS have an enforceable contract?
To be enforceable, a contract has to cover:
Scope of work: The contract required FRS to restore the property to pre-loss condition. But there was no list of materials and no quantities. There was no scale drawing. And think about it. If the roof was leaking pre-loss and was still leaking after FRS finished work, wasn’t that the “pre-loss condition”?
Price: The amount due was left to the contractor’s discretion or the insurer’s later adjustment. There was no dollar amount or cost per unit.
Labor and material specs: FRS didn’t identify the type, brand or quality of roofing materials. The court had no way to evaluate whether FRS had performed what the owner expected.
Payment date: The contract made payment due “upon insurance payout”. But was that after an initial advance? Or was it after payment in full? What if the insurance company refused to pay in full?
Changes: Nearly every job has changes or extra charges. The FRS contract said nothing about change orders or how changes would be approved.
Start and finish date: The contract required that work begin “as soon as possible”. What does that mean? The court found that term indefinite and unenforceable.
With terms this vague, either the owner’s interpretation or the contractor’s interpretation could be right. What’s a court to do?
The Court's Decision
When a contract is vague on some issue, courts are required to construe meaning against the party who drafted the agreement. That’s known by the Latin name Contra Proferentem. As the drafter, FRS had to show clear and mutually agreed meaning for contract terms. If a contract term can be interpreted several ways, the term will, as a matter of law, be interpreted against the party that drafted the agreement.
Without a clear definition of the (i) scope of work, (ii) price, (iii) job specs, (iv) payment date, (v) change order procedures and (vi) timeline, the FRS contract did not meet Florida minimums for a residential contract. The contractor had no right to enforce the agreement or claim a construction lien.
All these deficiencies could have been avoided by clear, custom contract drafting. That’s my recommendation. Use Construction Contract Writer to draft an enforceable agreement for any type of construction project and for any state. The trial version is free.
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