Protect your company before the project starts—by tightening the contract that governs the deal.
If you run a construction company, trade subcontracting business, property management company, or any other service-based business, your contracts are either protecting you—or quietly exposing you. Many disputes begin the same way: someone relied on a “standard form,” a template from the internet, or a contract the other side drafted, and the risk allocation was never negotiated until it was too late.
At Andrew Douglas, P.A., we help Florida businesses review, revise (redline), negotiate, and draft construction and commercial contracts—so your scope is clear, your payment rights are protected, and your liability is controlled before the work begins.
Flat-rate pricing: In many cases, our firm can review your current contract(s) and provide a flat-rate quote up front based on the document type, length, and what you want delivered (issue list only vs. redline + clean version + negotiation support).
What we review and revise
We routinely advise on:
- Construction and service contracts (repairs, renovations, build-outs, tenant improvements, commercial service agreements)
- Subcontractor agreements (trade subcontracting in construction and related services)
- Master service agreements (MSAs) and vendor agreements
- Purchase orders, proposals, estimates, and invoice terms
- Change order forms and documentation systems
- Collections terms and dispute-resolution provisions
- Contractor/qualifier agreements and other operations-related contracts
If you already have a contract, we can review it and return: (1) a marked-up redline, (2) a clean revised version, and (3) a short “what matters” summary so you understand the business impact of each clause.
Key contract items we advise on (with real-world examples)
1) Scope clarity and exclusions (where most disputes start)
We help you define what is included in your price—and what is not—so you’re not forced to absorb costs that were never part of the deal. This is especially important in construction and service work because unforeseen issues are common once work begins.
Hidden conditions (issues you can’t see until work is underway).
Projects often reveal concealed conditions after work starts—deteriorated materials, prior damage, code defects, or components that were never compliant. Without strong “hidden conditions” language, the other side may argue that because the problem was discovered during your work, you must fix it for the original price.
Examples of disputes we try to prevent:
- You open up a wall/ceiling and discover damaged framing, rot, corrosion, or moisture intrusion that existed before the job.
- A slab/structure is out of level and it affects finishes, doors, or equipment installation.
- Existing conditions don’t meet code, but the owner expects you to “bring it up to code” for the original price.
We help you draft language that makes concealed conditions an extra handled through a documented change orderprocess with pricing and written approval.
Code and inspection-driven changes.
Owners often assume your price covers “whatever the inspector wants.” In reality, inspections can trigger required changes, upgrades, testing, engineering letters, or documentation requirements.
Examples of disputes we try to prevent:
- The permit/inspection process requires additional drawings, engineering, testing, or certifications not included in the estimate.
- The inspector requires additional fasteners/anchors, fire-stopping, accessibility adjustments, or life-safety changes.
- The building department changes its requirements midstream or applies a newer interpretation of code.
We help you clarify what compliance items are included, what are not, and how inspection-driven scope changes are approved and priced.
Trade interactions and third-party components.
Many projects involve components installed or maintained by other trades or third parties. Disputes arise when the other side says, “It’s part of the project, so you own it,” even when the issue is outside your scope.
Examples of disputes we try to prevent:
- A plumbing, HVAC, electrical, or fire system must be relocated for access, but it wasn’t included in your scope.
- Another vendor damages finished work and the owner tries to hold you responsible.
- A leak, vibration, or performance issue is caused by a third-party installation, but the owner demands you fix it “because you touched it last.”
We define responsibility boundaries so your contract clearly states what you will and will not modify, relocate, or warrant unless expressly included and priced.
2) Payment protections and collection leverage
Strong payment terms don’t just help you in court—they prevent the dispute in the first place by making deadlines and consequences clear.
Examples of disputes we try to prevent:
- The customer claims they can withhold the final payment until “everything is perfect,” even though the contract has no punch list process.
- The customer delays payment because they are waiting on their lender, insurer, tenant, or their own customer to pay them.
- The customer refuses to pay for approved change orders because documentation is incomplete.
We help you build enforceable payment terms such as milestone/progress payments, retainage, clear “due date” triggers, interest/late fees, collection costs, and conditions to final payment (closeout package, releases, inspections, documentation).
3) Change orders and “extras” control
Many businesses perform extra work, document it poorly, and then fight about payment later. Your change order process should be simple, written, and enforceable.
Examples of disputes we try to prevent:
- “The owner verbally approved it” becomes “I never authorized that.”
- Field changes happen to keep the job moving, but pricing is never signed.
- The project expands due to access issues, hidden conditions, or owner-requested upgrades, and the contractor is expected to absorb the cost.
We tighten written change-order requirements, documentation standards (photos, measurements, sign-offs), pricing/approval deadlines, and stop-work rights if additional scope isn’t approved.
4) Insurance requirements and risk transfer
Insurance language is often copied and rarely verified. A contract can require coverage that doesn’t exist—or fail to require coverage that you actually need.
Examples of disputes we try to prevent:
- A subcontractor’s certificate of insurance looks fine, but the endorsements don’t actually provide additional insured status or completed-operations coverage.
- A policy has an exclusion that wipes out coverage for the exact work being performed.
- A claim happens and the parties argue over who should tender to whose carrier, and whether the duty to defend exists.
We review required policies and limits, additional insured wording, primary/non-contributory requirements, endorsements vs. certificates, exclusions, and proof requirements before anyone mobilizes.
5) Indemnity, duty to defend, and liability caps
These clauses can create catastrophic exposure if they are one-sided, unclear, or inconsistent with how risk is actually managed.
Examples of disputes we try to prevent:
- One party tries to force the other to pay defense costs for allegations they didn’t cause.
- Broad “any and all claims” indemnity language is used to shift liability for the owner’s negligence or a third-party’s acts.
- The contract exposes you to consequential damages that far exceed the contract price (lost profits, loss of use, downtime claims).
We help you negotiate fair indemnity language, duty-to-defend triggers, waiver of consequential damages, and—where appropriate—limitations of liability consistent with the business relationship.
6) Warranty terms and service obligations (so “warranty” doesn’t become unlimited free maintenance)
Warranty language is one of the most common places for a contract to accidentally turn into a blank check. A short, vague warranty clause can create unrealistic expectations and blur the line between workmanship issues and unrelated problems.
Examples of disputes we try to prevent:
- The customer treats any issue that occurs later as a “warranty claim,” even if it’s caused by misuse, lack of maintenance, normal wear, or third-party modifications.
- The customer hires someone else to “fix it,” then demands reimbursement without giving you a chance to inspect.
- A product/system warranty requires specific documentation or compliance steps, and the customer claims you “promised” coverage that wasn’t available.
We help you separate workmanship/service warranties from product/manufacturer warranties, define exclusions, create a clear claim procedure, and align documentation/closeout obligations with real-world warranty requirements.
7) Scheduling, manpower, and default remedies
A good contract should define what happens when the schedule slips, the site isn’t ready, or a party fails to perform.
Examples of disputes we try to prevent:
- The owner delays access, permits, or decisions, then blames the contractor for schedule impacts.
- A subcontractor disappears mid-job, leaving the contractor holding the schedule and re-mobilization costs.
- The contract doesn’t specify what notice/cure steps are required before termination or backcharges.
We draft scheduling cooperation requirements, stop-work rights, default notice/cure procedures, termination rights, step-in rights, and backcharge mechanics.
8) Florida construction lien law compliance and notices
Contract language should support your payment rights and reduce lien risk—not undermine them.
Examples of disputes we try to prevent:
- Parties fight over whether releases were required or whether a release waived more than intended.
- Improper notice language creates confusion about when notices must be sent and what documentation must be exchanged.
- The contract conflicts with how the parties actually administer progress payments and closeout.
We advise on statutory notices where applicable, proper release practices, documentation, and contract language that works with Chapter 713 procedures.
9) Dispute resolution, venue, and jury waiver strategy
Where a dispute is filed and what procedure applies can affect cost, speed, and leverage.
Examples of disputes we try to prevent:
- A contract allows the other side to sue in a distant county, increasing defense cost and pressure to settle.
- Arbitration is required even when emergency relief is needed, or the arbitration clause is incomplete.
- The agreement lacks fee-shifting, making small disputes uneconomical to pursue.
We align venue provisions, evaluate arbitration/mediation options, draft prevailing-party fee clauses, and prepare jury waivers and integration clauses properly.
10) Template contract cleanup and enforceability
Many businesses use multiple documents that conflict (proposal + invoice + work order + general terms). When there’s a dispute, the inconsistency gets weaponized.
Examples of disputes we try to prevent:
- The proposal says one thing, the invoice says another, and the parties argue about which governs.
- The contract allows oral modifications, and later the parties dispute what was “said on site.”
- Missing definitions create ambiguity about completion, acceptance, or responsibility for rework.
We reconcile documents, strengthen integration/modification language, improve signature/initial structure, and add practical acknowledgments that reduce common claim patterns.
Flat-rate contract review: what you can expect
When we quote a flat rate, it typically includes one or more of the following (depending on the option you select):
- Option 1: Issue-spotting review (written risk list + recommendations)
- Option 2: Redline + clean revised version (contract-ready language)
- Option 3: Review + negotiation support (helping you finalize changes with the other side)
We’ll tell you up front what’s included, what isn’t, and what additional work would cost if the scope expands.
Ready to have your contract reviewed?
If your company is using a standard form (or signing someone else’s), we can help you tighten it before it becomes a dispute. Send over the contract and any attachments/addenda, and we’ll respond with the next steps and—when appropriate—a flat-rate quote for the review.
Andrew Douglas, P.A.
Phone: 954.474.4420
Email: andrew@douglasfirm.com
Disclaimer: This article is for general information and is not legal advice. Every contract and project is different.