Construction contracts are legal documents with significant commercial consequences. Yet many project participants — from individual homeowners to experienced developers — sign contracts without properly understanding what they're agreeing to. A commercial contract review by a quantity surveyor with construction law knowledge is one of the most cost-effective investments you can make.
What Is a Construction Contract Review?
A contract review is a commercial and contractual analysis of a proposed construction contract, identifying:
A contract review is not the same as legal advice — it is commercial advice from a quantity surveyor with construction contract expertise. For significant projects, you may want both a commercial review and legal advice on specific provisions.
What Does a Contract Review Cover?
Payment provisions: How is the contractor paid, and when? What notices are required? Are the payment terms compliant with the Construction Act? What provisions exist for pay-less notices?
Scope and specification: Is the scope of works clearly defined? Are there any ambiguities that could lead to extra claims? Are the specification requirements realistic and achievable within the price?
Risk allocation: Who bears the risk of ground conditions, weather, design changes, and other common construction risks? Is the risk allocation fair given who is best placed to manage each risk?
Programme: What is the required completion date and what are the consequences of delay? Are the liquidated damages provisions reasonable and proportionate?
Variations: How are changes to the scope instructed and valued? Is the valuation mechanism fair?
Defects: What is the defects liability period? What are the contractor's obligations to rectify defects?
Termination: Under what circumstances can either party terminate, and what are the consequences?
Dispute resolution: Is there an adjudication clause? Does it comply with the Scheme for Construction Contracts? Is there a tiered dispute resolution process?
Insurance: What insurances are required and are they appropriate for the project type?
Common Problem Clauses
Fitness for purpose obligations: Design and build contracts sometimes include fitness for purpose obligations for the contractor's design — a higher standard than the Bolam "reasonable professional" standard. These are often not covered by professional indemnity insurance and can create serious exposure.
Unlimited liability: Some contracts attempt to remove the contractor's limitation of liability. Contractors (and clients appointing professionals) should resist genuinely unlimited liability clauses.
Pay-when-paid clauses: Generally prohibited under the Construction Act, but still appear in some contracts. Any such clause should be challenged.
Onerous notice requirements: Some contracts include very short notice periods for claims and variations. These can inadvertently extinguish entitlements if not properly managed.
Sole remedy clauses: Provisions that limit the contractor's remedy to specific contract mechanisms only, excluding common law rights to damages.
JCT vs Bespoke Contracts
JCT standard form contracts are widely used in UK construction and represent a reasonable balance of risk between the parties. While they are not perfect, they are familiar and their provisions have been tested through case law.
Bespoke contracts (particularly employer-side bespoke contracts) often depart significantly from standard practice. They frequently transfer risk to the contractor beyond what is reasonable or insurable. A contract review is particularly important when presented with a bespoke contract.
How Volarex Can Help
Adam Whitehouse MCIArb has extensive experience reviewing JCT, NEC, and bespoke construction contracts. We provide clear, commercially-focused contract review reports identifying key risks and recommending amendments. Contact us before you sign — not after.