WRITING CONTRACTS

WRITING CONTRACTS

Post 236 ⇒   by Gautam Shah 

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In design offices contracts are never written afresh, it is always a cut-paste job from old documents of the office or from some other establishments. The contract language becomes fairly complicated, mainly due to unsupported references and useless sentences that float around like dead bodies.

Where the jobs are consistently recurrent, a design office must compose its own document. The language of the contract must be simple and for that reason sentences should be short. Long sentences do not provide any sensible meaning. Throughout the document for the sake consistency and even at the cost of creating dull and a simplistic write-up, use the same words, phrases (rather than exploiting a thesaurus).

Stamp Paper essential requirement for creating a contract >> Sangli State 1934 India

Use category numbering system and as far as possible avoid inter-document referencing such as ‘see xxx page, ref to para yyy, see above-below mentioned’, etc. On a site there are no ‘left or right’ sides, so use geographic North-East-West-South. Similarly mention of a floor as ground, cellars, upper floor etc. carries different meaning to different people, instead use standard levels or whatever nomenclature that has been mentioned on layout plan-section. Avoid acronyms, If must, use the commercially known abbreviations, and provide a reference index with expanded meanings.

Avoid ambiguous words, or phrases that reflect more than one meaning. Refrain from phrase-constructions that due to their sequence of placement, context or grammatical relationship could be interpreted differently. Conflicting Requirements usually arise from usage of totality words (such as: all, always, never, every, and, none, etc.) in statements, specially something else in another sentence makes an exception to the totality.

Contract creation on removable -loose sheaf of papers and now on Digital word processors allow checking and reformation of text

Writing in Passive Voice is always superior. The object of an action gets precedence and thereby the required special attention. In specifications the emphasis must rest on the product being described. It also removes the mention of the actor. Government servants favour passive voice because it does not require the mention of the actor, and thus avoid the responsibility. Avoid using gender nominating words like he, she, his, her, him, man, men, woman, women, etc.

Grammatical Errors. There are three levels of grammatical errors. At primary level such errors do not affect the meaning being conveyed. (X ate less apples than Y vs. X ate fewer apples then Y). At next level the grammatical mistake (usage of shall, will, must) renders the sentence totally meaningless. Such errors can be corrected through meticulous proofreading. But the most dangerous grammatical blunders are those that alter the intended meaning of the expression, to something different. These get passed over by most literary proofreaders and software like word processors’ grammar checks. Such mistakes can only be checked by an expert Specification Writer, or better by a Seasoned Contractor. These last level of errors are most exploited by a lawyer in case of a dispute.

 

Process of contracting changing over period of time >>> Design specifications to Performance specifications

Faulty Specifications and a Contractor’s Attitude. A contractor works with sheer sense of profit, and so deals with faulty specifications in any one of these ways:

  1. A contractor charges by doing the prescribed work according to the personal interpretation, then may
  2.  demand extra for undoing what was done, and also,
  3. charge for redoing the job according to the corrected interpretation.

In other direction…..

  • the Contractor may refuse to execute the work causing delay, or
  • take a legal recourse on the grounds of impossibility of performance or commercial impracticability.

Contract Specifications must incorporate Time and Action elements. Compensation (and billing and approval for it) should be linked not only to the quality of performance or yield, but also to the scheduled completion of the item. All jobs and parts of it, which become billing-entity (or scheduled of supervision-approval), must be specified with start and end (in terms of execution, operation and occupation, transfer or discharge). If any condition is must requirement, then consequences of non-compliance must be mentioned.

Contract Specifications must demand only plausible guarantees from the contractor or the vendor. Contract Specifications must not generate liabilities for client, designer or contractor that are not time specific.

Contract Specifications should as far as possible, be based on Standards established by authoritative agencies like BIS, ISO, WHO, ILO, etc. Performance Parameters should replace traditional Materials & Methods type of Specifications. Standard or published specifications are always interlinked with other dependent specifications. So mention must be made of the version-edition of the reference, and make that version binding till the end of the contract. Such provisions create a contract document that is leaner in size, unambiguous in content and universally acceptable.

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