How to Protect Your Rights in a Missouri Construction Contract

Feb 11 2025      On Behalf of  David M. Duree & Associates, P.C.      Construction Law

A construction contract can create a complex business relationship between a property owner and a construction company or between a general contractor and a subcontractor or supplier. As a result, parties should take special care during contract negotiations and the construction project to protect their rights under the parties’ construction contract.

Understand the Main Components of a Construction Contract

Protecting your rights in a construction contract begins with understanding the agreement’s main terms. The essential provisions of a construction contract typically include:

• The scope of work: A construction contract should detail the work a contractor will perform on the project.
• The project timeline: Contracts can define milestones and set deadlines for project completion; a contract can include a “time is of the essence” clause to make failures to meet deadlines a material breach of contract.
• Payment terms: The construction contract should include payment schedules and conditions that trigger the client’s obligation to pay.
• Process for change orders: A construction contract should also detail the process by which the parties can amend the scope of work through change orders, including how change orders may alter the project price.
• Dispute resolution: Finally, parties may include dispute resolution provisions in their construction contract that require them to submit disputes to mediation or arbitration rather than initiating litigation in court.

Thoroughly Review the Contract

Although you should familiarize yourself with the major clauses in your construction contract, you can best protect your rights by reading the contract thoroughly before signing. Make sure to read every clause, including any fine print or footnotes. Look for any vague or ambiguous language; if you cannot understand your rights or obligations under a specific clause, that clause may later become the basis for a legal dispute. You should also ensure that the contract incorporates all terms to which you and your counterparty verbally agreed; if the contract has an integration clause, any verbal agreements you had will not form part of your contract.

Include Legal Protections

During your contract review, you should ensure that the agreement contains all necessary legal protections for your interests. Common examples of clauses you may want to protect your rights include:

• Mechanic’s liens: A mechanic’s lien gives a contractor or materials supplier the right to pursue financial recovery against the project property for the work or supplies they provide to the project. Mechanic’s liens prevent property owners from selling the property until they satisfy it or may give the lienholder the right to foreclose on the property or sue to collect owed money.
• Insurance requirements: You should ensure that a contractor or subcontractor has sufficient insurance coverage to cover any liability they may incur to you.
• Indemnity clauses: Indemnity clauses in construction contracts entitle a property owner or general contractor to hold a counterparty responsible for any liability they may incur due to the counterparty’s negligence or fault. Indemnity clauses should explain the extent of the indemnor’s obligation and the procedure for making an indemnification claim.
• Termination clause: Should your working relationship deteriorate, you may want contractual provisions that allow for the termination of the contract. A termination clause should explain the conditions under which either party may end the contract and the parties’ respective rights and responsibilities upon termination.

Keep Detailed Records During the Project

Careful record-keeping during a construction project can protect your rights and interests, primarily if a dispute arises. Keeping detailed records should include putting as much of the parties’ communication in writing as possible. If you have a conversation with your counterparty, make notes of the conversation immediately afterward. Project management software can also help you track progress or expenses to ensure that a project stays on time and under budget.

Know Your Rights If a Dispute Arises

Finally, should you find yourself in a contract dispute, know your rights and options, such as your right to submit the dispute to mediation or arbitration and the applicable statutes of limitations governing your claims.

Common Mistakes to Avoid

Examples of mistakes you should avoid during a construction project include:

• Signing a contract without reading it or having an experienced construction law attorney review it
• Failing to ensure that contract clauses address contingencies, such as project delays or force majeure events
• Forgetting contract deadlines and milestones

Contact a Construction Attorney

Experienced legal counsel can help you protect your or your company’s rights under a construction contract in Missouri. An attorney can negotiate contract terms that protect your interests and review agreements before execution. A lawyer can also stand up for your interests should a dispute or breach of contract occur. Turn to construction law attorney David M. Duree for advocacy and support. Contact our firm today for an initial consultation to discuss steps you can take to protect your rights in a Missouri construction contract.