NTP without signed agreement

Log Out | Topics | Search Moderators | Register | Edit Profile

Author Message Chris Grimm, CSI, CCS, SCIP Senior Member Username: chris_grimm_ccs_scip Post Number: 527 Registered: 02-2014 Posted on Tuesday, July 28, 2020 - 06:31 pm:    A new client acts perturbed that I want him to actually SIGN the proposed agreement. He emailed me to say this is your notice to proceed. I objected and said if there is something you disagree with in the proposal I need to know and change it immediately, and if not, it takes minutes to sign it. I said it has been my company policy for years to not work without a signed agreement past the marketing stage. He continues to try and add me to meetings, send me numerous emails with things to do. Any suggestions? I realize some people will work without it signed. If he wants to with his client that is up to them. I don't. When asked why I said, perhaps I am setting a good example. Michael Chusid, RA FCSI CCS Senior Member Username: michael_chusid Post Number: 543 Registered: 10-2003 Posted on Tuesday, July 28, 2020 - 10:49 pm:    If he doesn't understand consulting contracts, will he understand construction contracts? I have worked under email letters of agreement. But they have to state specifically the date and name of the agreement and state that the email is official acceptance of the terms. Occasionally, I encounter a prospect that wants me to accept unreasonable terms. I consider it a sign that there is trouble ahead and will pass on the work. Michael Chusid, RA FCSI CCS 1-818-219-4937 www.chusid.com www.buildingproduct.guru George A. Everding, FCSI, CCS, CCCA, AIA Senior Member Username: geverding Post Number: 916 Registered: 11-2004 Posted on Tuesday, July 28, 2020 - 10:54 pm:    The Project Delivery Practice Guide (5.3) offers this guidance: "Contracts come into existence at the time both parties accept the terms by signifying such by the signatures of responsible individuals that [sic] have the authority to bind the party to a contract." I believe this or similar language has been with us since the MOP (Manual of Practice) because it is founded on sound principles of contract law. I have not kept current with the most recent revisions to the PDPG, but I trust this is still included. Of course, the world is changing. Would your bank accept the deposit an unsigned check from a client? Not in my experience, but maybe, with modern technology, it doesn't matter any more. We transfer funds without signatures all the time now, don't we? Maybe signed contracts are a thing of the past, maybe an email notice to proceed is equivalent to a signature. O tempora! O mores! Michael Chusid, RA FCSI CCS Senior Member Username: michael_chusid Post Number: 544 Registered: 10-2003 Posted on Wednesday, July 29, 2020 - 01:30 am:    The bank doesn't require a signature because we have already signed a contract stating the rights and relationships of the parties. Michael Chusid, RA FCSI CCS 1-818-219-4937 www.chusid.com www.buildingproduct.guru Nathan Woods, CSI, CCCA, LEED AP Senior Member Username: nwoods Post Number: 821 Registered: 08-2005 Posted on Wednesday, July 29, 2020 - 11:48 am:    My circumstances are often similar to this with regards to additional services during the construction phase, coming from the Client. I will send them a fee proposal, and will NOT proceed until they email me back saying they want me to proceed based on my proposal. I have tried to get them to say something akin to, "Based on proposal dated XXXX for the stipulated fee of XXXX", but alas, that simple form of agreement eludes them. Just getting them to acknowledge they received a proposal and want me to proceed is usually enough for me to take the risk. It both helps and hurts that my primary client is usually a design-build contractor. They are more accustomed to A/E's just racing ahead, but they are also very accustomed to sub-contractors acting as contractors. My design/build experience has taught me to approach all contractual issues purely as a contractor. We all know we should all be doing it this way, but inevitably, A/E's tend to go out on the limb with a somewhat misguided ethical belief that its for the good of the project, and if they don't, it will fail and be their fault. It isn't. Get over it. You are a business. You should not be penalized if you act like one. Jeffrey Wilson CSI CCS SCIP Senior Member Username: wilsonconsulting Post Number: 334 Registered: 03-2006 Posted on Wednesday, July 29, 2020 - 11:48 am:    Chris, this sounds like a situation where walking away is justified. If you carry professional liability insurance, the carrier typically requires a signed contract for every project. I frequently start work without a signed contract for regular clients. If a firm has accepted my standard terms previously, it's easy to make the case that they understood the deal if there is a problem. But I would not proceed with a new client under those circumstances. I stay stick to your position. And if there is a delay due to receiving a signed agreement, seek a time extension. Jeffrey Wilson CCS CSI SCIP Wilson Consulting Inc Ardmore PA Nathan Woods, CSI, CCCA, LEED AP Senior Member Username: nwoods Post Number: 822 Registered: 08-2005 Posted on Wednesday, July 29, 2020 - 12:26 pm:    Chris, it just occurred to me that you, as a consultant to the architect, probably are bound to a "pay when paid" clause, and there is a very real possibility that your architectural client does not actually have a contract yet. That would explain why your client can't sign consultant agreements yet. If this, you are absolutely at risk and should not proceed, because you have no, as in zero, assurance of ever being paid for your services. Owners are being really, really sketchy right now, for understandable reasons. But it seems they are pushing for services of your architect and the other consultants without committing to the project themselves. I would hold firm on this. You're "intransigence" might actually be the lever the architect needs right now to push back on the client. This gives your architect the chance to let you be the bad guy, and the poor old architect is doing his best, but his hands are tied without a contract, so Mr. Owner, it really would be great if you'd sign our contract so the entire team can get moving.... I am not ashamed to say that I have done exactly this in the past and regret to say it worked. Now, in your position, if things were light, I would privately continue working and have it ready as possible for when that contract does get signed. That will make everyone look like hero's for such rapid turn around, and help remove the angst the Owner may feel for being "forced" to commit. Again, been there done that and yes, it works. But only do that if you feel the project will ultimately get the green light. Mark Gilligan SE, Senior Member Username: mark_gilligan Post Number: 942 Registered: 10-2007 Posted on Saturday, August 01, 2020 - 03:55 pm:    It does not require a signed agreement to create a valid contract but without a signed agreement there may be uncertainty as to what was agreed. This might be something that you want to discuss with your attorney. Consider strategies where you are simply given the authority to proceed that you respond by saying that you are proceeding under the terms of the previously submitted agreement. Dan Helphrey Senior Member Username: dbhelphrey Post Number: 59 Registered: 12-2018 Posted on Monday, August 03, 2020 - 02:27 pm:    "It does not require a signed agreement to create a valid contract..." That varies from state to state, and can also be dependent on whether you're licensed. Nathan Woods, CSI, CCCA, LEED AP Senior Member Username: nwoods Post Number: 823 Registered: 08-2005 Posted on Monday, August 03, 2020 - 09:56 pm:    To Dan's point about licensing, it might also be dependent if your specifications are the results of "Professional Services", verses just "services". I have service agreements with spec writing consultants because while they are often licensed architects, their instruments of service are not stamped or signed. At least, not very often. Chris Grimm, CSI, CCS, SCIP Senior Member Username: chris_grimm_ccs_scip Post Number: 528 Registered: 02-2014 Posted on Friday, August 07, 2020 - 11:33 am:    Thanks for the input, everyone! My final attempt was asking them do they want to just say I can proceed under the terms of my originally submitted agreement? And to keep in mind I am NOT a DESIGN CONSULTANT. (Their counter-proposal we had finally received was based on the concept that I am one, was riddled with conflicts and orders of precedence to other agreements which we do not have to review, required insurance that we hadn't proposed -- we have it now but if they require it they oughta help pay for it -- and on and on. It is ridiculous it took them so many months to give us that garbage back and they still expected us to have the same fee.) The client ended up backing out. Good. I'm putting them on our doghouse list to not accept future proposal requests as well.