Most construction disputes do not start because someone did something wrong. They start because people assumed they were aligned until the contract was tested as a business lawyer can share.
Two real court cases from Florida, De Lotto v. Fennell and F.H. Paschen, S.N. Nielsen & Associates v. B&B Site Development, highlight problems that show up in construction contracts across the country. While these cases were decided in Florida, the lessons apply broadly to owners, developers, associations, general contractors, and subcontractors in any jurisdiction.
Here are three lessons every business should keep in mind before signing a construction contract.
Lesson 1: If The Scope Is Not Clear, The Dispute Becomes About What People Thought The Deal Was
The scope of work is the foundation of any construction contract. It defines what is included, what is excluded, and what assumptions are being made.
In one of the cases, the parties never clearly documented whether the job was a fixed price or whether the price could increase if costs rose. When unexpected conditions were discovered and additional work was requested, the parties disagreed about who should pay.
The quality of the work was not the issue. The problem was that the contract did not clearly capture the deal. When scope and pricing are vague or incomplete, disputes turn into arguments about conversations, expectations, and intent rather than the written agreement.
Takeaway: If the scope and pricing structure are not clear to someone who was not part of the original discussions, the contract leaves too much room for disagreement.
Lesson 2: Specific Scope Language Matters More Than General Project Labels
Construction contracts often contain broad project titles or summaries, such as “replace pavement” or “renovate building.” Those labels can create false confidence.
In the second case, the contract repeatedly and specifically described the materials to be removed. Later, one party tried to rely on general project descriptions to expand the scope beyond what was written.
The court enforced the contract based on the specific scope language, not the general labels or assumptions made earlier in the bidding process. Courts consistently give more weight to detailed descriptions than to headings, summaries, or broad titles.
Takeaway: Detailed descriptions of materials, areas, and responsibilities carry far more weight than general project names or headings.
Lesson 3: Estimates And Proposals Can Become Binding Without Managing Risk
Many construction projects begin with an estimate or proposal. Once signed, those documents can become enforceable agreements even if they were never intended to serve as the final contract.
Estimates usually focus on price, but they often do not address how changes will be handled, what happens if site conditions differ from expectations, when payments are due, how delays are managed, or how disputes are resolved. When those issues are not addressed at the beginning, the contract provides little guidance when something goes wrong, leaving the parties to sort out problems after time and money have already been spent.
Takeaway: An estimate may set the price, but it rarely allocates risk, which is one of the most important functions of a construction contract.
As our friends at DHN Attorneys can explain, these cases were not about technical legal arguments. They were about fundamental negotiation issues that arise before a project ever begins. Unclear scope, unstated assumptions, and reliance on informal documents create confusion that often only becomes visible once work is underway. By then, the contract is no longer a planning tool but a dispute resolution document, and its weaknesses are exposed.
Although construction laws vary by state, these risks are universal. Taking the time to clearly define scope, pricing, and risk allocation at the negotiation stage is one of the most effective ways to reduce disputes, control costs, and protect business relationships.
Time spent clarifying the deal at the beginning of a project is almost always less expensive than resolving a dispute at the end. Keep in mind, every project and jurisdiction is different. Businesses should consult a lawyer familiar with construction law in their state when negotiating construction contracts. Contact a business attorney near you if this sounds like what you are currently facing.