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Live Webinar

90-minute live streaming program
  • November 21
  • 1:00 - 2:30 pm EST

Pay When Paid and Pay if Paid Clauses: Who Bears the Risk of Non-Payment?

November 21

Explore the controversies, issues, and legal rights and remedies surrounding pay when paid and pay if paid clauses.

The existence of a pay when paid or a pay if paid clause can be the difference between whether a contractor or its subcontractor remains in business when an owner does not pay its contractor, even if non-payment is justified. Pay if clauses may also allow a subcontractor to pursue a claim directly against an owner, despite a lack of privity of contract. Yet pay when paid and pay if paid clauses are two of the most misunderstood, controversial, and contentious terms frequently included in subcontracts nowadays. Indeed, contractors, subcontractors, and state legislatures have split as to whether pay when paid and pay if paid clauses are a fair allocation of the risk of non-payment or a violation of public policy. This topic will help you recognize pay when paid and pay if paid clauses, to understand the requirements for enforcing pay when paid and pay if paid clauses, and to negotiate pay when paid and pay if paid clauses. This content will also help persons who administer subcontracts and those who prosecute or defend payment disputes to better understand their rights, remedies, and legal options when payment is delayed or not made as a result of a pay when paid or a pay if paid clause. This information is critical to those who need to know and understand their rights and obligations under the payment provisions of subcontracts.

Learning Objectives

- You will be able to define pay when paid and pay if paid clauses.

- You will be able to identify the differences between pay when paid and pay if paid clauses.

- You will be able to recognize ways to defeat or avoid pay when paid and pay if paid clauses.

- You will be able to explain when pay when paid and pay if paid clauses will be enforced.

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Over 30 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Overview
  • Conditional Payment Provisions in General
Payment Absent a Conditional Payment Provision
  • Common Law
  • Prompt Payment Acts
Pay When Paid/Pay If Paid
  • Definitions
  • Risks of Delayed vs. Non-Payment
  • Different Perspectives on the Risk of Non-Payment
    • Subcontractor Perspective
    • Contractor Perspective
    • Owner Perspective
Enforceability
  • Freedom of Contract
  • Public Policy
    • Pay If Paid
    • Pay When Paid
Defeating or Avoiding Pay If Paid
  • Ambiguities
  • Lien Laws
  • Bond Laws
  • Settlement
  • Implied Duty of Good Faith and Fair Dealing
  • Equitable Doctrines
Drafting and Modifying Pay If Paid/Pay When Paid Clause
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Why Lorman?

Over 30 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

Live Webinar Registration

  • AIA 1.5
     
  • Lorman Business Center, Inc. is registered with the AIA Continuing Education System (AIA/CES). This 1.5 hour program offers 1.5 Learning Unit hours, which will be reported directly to the AIA/CES for AIA members.
     
  • AL CLE 1.5
     
  • This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.5 hours credit.
     
  • AR CLE 1.5
     
  • This course has been approved for 1.5 hours of CLE by the Arkansas CLE Board.
     
  • Arizona CLE 1.5
     
  • The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. This activity may qualify for up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
     
  • CA MCLE 1.5
     
  • Lorman Business Center, Inc. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
     
  • CO CLE 2.0
     
  • This program may qualify for 2.0 credit hours through the Colorado Supreme Court Board of Continuing Legal and Judicial Education through reciprocity. This course is accredited in other jurisdictions such as New Jersey. To receive CLE credit for this program, a home study affidavit must be submitted to the Supreme Court Board of Continuing Legal and Judicial Education.
     
  • CT CLE 1.5
     
  • Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.5 CLE credit(s).
     
  • GA CLE 1.5
     
  • This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.5 CLE hours.
     
  • HI CLE 1.5
     
  • This program was approved by the Hawaii State Board of Continuing Legal Education for 1.5 CLE credit hours.
     
  • IL CLE 1.5
     
  • This course was approved for a total of 1.5 hours of MCLE Credit by the Illinois MCLE Board.
     
  • ME CLE 1.5
     
  • This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course shall receive 1.5 hours of CLE credit under M. Bar R. 12.
     
  • MS CLE 1.5
     
  • This program has been approved by the Mississippi Commission on Continuing Legal Education for a maximum of 1.5 credit hours.
     
  • MT CLE 1.5
     
  • This program has been approved by the Montana Commission of Continuing Legal Education for a total of 1.5 CLE credits.
     
  • NH MCLE 1.5
     
  • NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 90 Minutes.
     
  • NJ CLE 1.8
     
  • This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.8 hours of total CLE credit.
     
  • NV CLE 1.5
     
  • This program has been approved by the Nevada Board of Continuing Legal Education for 1.5 CLE hours.
     
  • PA CLE 1.5
     
  • This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.5 hours of substantive law, practice and procedure CLE credit.
     
  • RI CLE 1.5
     
  • This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.5 hours of CLE credit.
     
  • TN CLE 1.5
     
  • This program has been approved as a distance learning format by the Tennessee Commission on Continuing Legal Education for a maximum of 1.5 hours of credit.
     
  • VT CLE 1.5
     
  • This program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hours of CLE credit.
     
  • WA CLE 1.5
     
  • This program has been approved by the Washington State Board of Continuing Legal Education for 1.5 hours of Law & Legal Procedure credit.
     
  • WI CLE 1.5
     
  • This program has been approved by the Board of Bar Examiners for 1.5 hours for use toward the Wisconsin Mandatory CLE requirement.
     
  • WV MCLE 1.8
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 1.8 MCLE hours.
     
  • AK ENG 1.5
     
  • This program is applicable for professional development hours through the Alaska State Board of Registration for Architects, Engineers and Land Surveyors. Professional development hours: 1.5.
     
  • AL ENG
     
  • This program is applicable for professional development hours through the Alabama Board of Licensure for Professional Engineers and Professional Land Surveyors. Please note: The Alabama Board of Licensure for Professional Engineers and Professional Land Surveyors does not preapprove courses.
     
  • FL ENG 1.0
     
  • This course has been approved for 1.0 PDH by the Florida Board of Professional Engineers in the Areas of Practice.
     
  • GA ENG
     
  • This program is applicable for professional development hours through the Georgia State Board of Registration for Professional Engineers.
     
  • IA ENG
     
  • This program is applicable for professional development hours for engineers. Please refer to Chapter 3, 193C IAC.
     
  • ID ENG 1.5
     
  • This program is applicable for 1.5 professional development hours through the Idaho Board of Professional Engineers and Professional Land Surveyors.
     
  • IL ENG 1.5
     
  • This program is applicable for 1.5 professional development hours through the Illinois Society for Professional Engineers.* *Please check the rules and regulations in your state for compliance.
     
  • IN ENG 1.8
     
  • This program is applicable for 1.8 professional development hours through the Indiana State Board for Professional Engineers.
     
  • KS ENG 1.0
     
  • This program is applicable for 1.0 professional development hours for engineers.* *Please check the rules and regulations in your state for compliance.
     
  • LA ENG
     
  • The Louisiana Professional Engineering and Land Surveying Board (LAPELS) no longer approves providers or courses. Lorman Business Center, Inc. feels that this course is worth 1.8 PDH(s). According to LAPELS' rules, It will be the responsibility of the licensee to determine if a Course/Activity offered by an unapproved sponsor/provider is an Acceptable Activity.
     
  • MD ENG 1.5
     
  • Lorman Business Center, Inc. is a board approved sponsor with the Maryland Board of Professional Engineers. This course qualifies for 1.5 professional development hours.
     
  • ME ENG 1.5
     
  • This program is applicable for a maximum of 1.5 hours toward the annual PDH requirement. Please note: The State of Maine Professional Engineers Registration Board does not pre-approve courses for professional development credit.
     
  • MI ENG 1.5
     
  • This course is applicable for 1.5 professional development hours for engineers in Michigan through the Michigan Department of Licensing and Regulatory Affairs Corporations, Securities & Commercial Licensing Bureau.* *Please check the department rules and requirements for compliance.
     
  • MN ENG 1.0
     
  • This course is applicable for a maximum of 1.0 hours toward the PDH requirement for engineers. Please note: The Minnesota State Board of Registration for Engineers has final authority on the acceptance of individual courses.
     
  • MO ENG 2.0
     
  • This course is applicable for 2.0 PDH's through the Missouri Board for Professional Engineers.
     
  • MS ENG
     
  • This course is applicable for professional development hours through the Mississippi State Board of Registration for Professional Engineers.
     
  • ND ENG 1.5
     
  • Lorman Education Services is an approved provider through the North Dakota State Board of Registration for Engineers and Land Surveyors. This seminar qualifies for 1.5 of continuing professional competence for engineers.
     
  • NE ENG
     
  • This course is applicable for professional development hours for engineers if the course is continuing engineering education for you..* *Please check the rules and requirements in your state for compliance.
     
  • NH ENG 1.5
     
  • This course is applicable for 1.5 professional development hours for engineers.* *Please check the rules and requirements in your state for compliance. The New Hampshire Board of Engineers has final authority on granting approval.
     
  • NJ ENG 1.0
     
  • Lorman Business Center, Inc. is authorized as a provider to offer courses through the New Jersey Board of Professional Engineers. This course is applicable for 1.0 CPC credits for engineers. * *Please check the NJ State rules and requirements for compliance.
     
  • NM ENG 1.5
     
  • This course is applicable for 1.5 professional development hours for engineers.* *Please check the rules and requirements in your state for compliance.
     
  • NV ENG 1.5
     
  • This course is applicable for 1.5 professional development hours through the Nevada State Board of Engineering and Land Surveyors.* *Please check the rules and requirements in your state for compliance.
     
  • OH ENG
     
  • This course is applicable for continuing education credit for engineers through the Ohio State Board of Licensure for Professional Engineers provided it is a relevant managerial, ethical or technical topic relevant to the practice of engineering or surveying.
     
  • OK ENG
     
  • This course is applicable for professional development hours for engineers.* *Please check the rules and requirements in your state for compliance.
     
  • OR ENG
     
  • This course is applicable toward engineering continuing education hours in Oregon, please refer to your rules and laws.
     
  • PA ENG 1.8
     
  • This program is applicable for 1.8 PDHs for engineers through the Pennsylvania State Board of Professional Engineers, Land Surveyors and Geologists.* *Please check the rules and requirements in your state for compliance.
     
  • SC ENG 1.5
     
  • This course is applicable for 1.5 hours toward the PDH requirement for engineers through the South Carolina Board of Registration for Professional Engineers.* *Please check the rules and requirements in your state for compliance.
     
  • SD ENG
     
  • This course is applicable for professional development hours for engineers in South Dakota.* *Please check the rules and requirements in your state for compliance.
     
  • TN ENG
     
  • This course is applicable for professional development hours for engineers.* *Please check the rules and requirements in your state for compliance.
     
  • TX ENG
     
  • This course is applicable for professional development hours for engineers.* *Please check the rules and requirements in your state for compliance.
     
  • UT ENG
     
  • This course is applicable for professional development hours for engineers.* *Please check the rules and requirements in your state for compliance.
     
  • VA ENG 1.5
     
  • This program is applicable for 1.5 hours of continuing education through the Board for Architects, Professional Engineers, Land Surveyors, Certified Interior Designers and Landscape Architects (APELSCIDLA BOARD).* *Please check the rules and requirements in your state for compliance.
     
  • WI ENG 1.5
     
  • This course is applicable for a maximum of 1.5 hours toward the PDH requirement for engineers.* *The Wisconsin Engineer Section has final authority on the acceptance of individual courses and providers.
     
  • WV ENG 1.5
     
  • This course is applicable for 1.5 professional development hours for engineers.* *Please check the rules and requirements in your state for compliance.
     
  • CPE 1.8 including Specialized Knowledge 1.8
     
  • Lorman Education Services is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: https://www.nasbaregistry.org/cpas/complaints. For more information regarding administrative policies such as complaint and refund, please contact our offices at 866-352-9539. CPE Credit: Maximum Credit Hours: 1.8 each session (based on a 50 minute credit hour). You must attend at least 50 minutes to obtain credit. Field of Study: Specialized Knowledge for 1.8 hours. Prerequisite: basic knowledge of construction law. Level of Knowledge: Intermediate. Teaching Method: Seminar/Lecture. Advance Preparation: None. Delivery Method: Group Internet Based. Please refer to the information in this brochure for outline, course content and objectives. Upon completion of this course, you will receive a certificate of attendance. Final approval of a course for CPE credit belongs with each state's regulatory board. Please note: In order to receive CPE credit for this course you MUST use the streaming audio option, as well as enable and complete the required progress checks.
     
  • Lorman Business Center, Inc. is a registered provider for CPA CPE through the State Education Department of New York, Sponsor number: 000640. The following course will carry the subject area of Specialized Knowledge and Applications for 1.5 hours.
     
  • Lorman Business Center, Inc. has registered with the Texas State Board of Public Accountancy as a CPE Sponsor. This registration does not constitute an endorsement by the Board as to the quality of our CPE Program. This program qualifies for 1.8 hours of continuing professional education.
     

Who should attend?

This live webinar is designed for presidents, vice presidents, contractors, subcontractors, engineers, architects, project managers, contract managers, developers, accountants, controllers and attorneys.

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Why Lorman?

Over 30 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Scott Cahalan

Scott Cahalan

Smith, Gambrell & Russell, LLP

  • Partner in the construction law section of Smith, Gambrell & Russell LLP, an AmLaw 200 firm
  • Adjunct professor of Design and Construction law at Georgia Institute of Technology
  • General counsel to the Georgia Utility Contractor’s Association
  • Practice includes all aspects of design and construction law from drafting and negotiating prime contractors, subcontracts, and purchase orders to mediating, arbitrating, and litigating construction disputes
  • Drafted form construction contracts for the Associated Owners and Developers, a national organization
  • Recognized by Chambers USA and Georgia Super Lawyers
  • Frequent author and lecturer on construction law
  • Member of the State Bar of Georgia, Northern District of Georgia, and 11th Circuit Court of Appeals
  • J.D. degree, with honors, University of Georgia; B.S. degree in construction engineering, Iowa State University
  • Can be contacted at [email protected], [email protected] or (404) 815-3711
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Why Lorman?

Over 30 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

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Product ID: 401065
Published 2017
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