Contract Definition Traps: What You Don't Know Can Hurt You

Definitions are a crucial, nuanced, and foundational aspect of any contract. A bad definition can quietly shift risk in ways that don't show up until something goes wrong.

"Work" defined too broadly

If "Work" includes anything "reasonably inferable" or "necessary for completion," you can be on the hook for scope you never priced.

"Contract Documents" stack

Look at the order of precedence. If specs trump drawings (or vice versa), and you priced from the wrong one, you eat the difference.

"Substantial Completion"

Triggers warranty start, retainage release, and (often) liquidated damages stop. A vague definition lets the owner argue you never got there.

"Change in Law"

Often defined to exclude tariffs, code updates, or regulatory changes you'd reasonably expect to recover for. Read carefully.

"Force Majeure"

Modern contracts often carve out pandemics, supply chain disruption, and labor shortages from force majeure. Don't assume the boilerplate protects you.