Explore the controversies, issues, and legal rights and remedies surrounding pay when paid and pay if paid clauses.
The enforceability of a pay if paid clause in a subcontract can be the difference between whether a contractor or its subcontractor remains in business in the event of an owner's failure to pay for a construction project. Pay if paid clauses are two of the most misunderstood, controversial, and contentious terms commonly included and negotiated in subcontracts. Contractors, subcontractors, and even some legislatures and courts have split as to whether pay if paid clauses are a fair allocation of the risk of an owner's nonpayment. This topic will explore the controversies and issues surrounding conditional payment provisions. This information will help persons responsible for drafting and negotiating construction subcontracts, including contract administrators, project executives, project managers, superintendents, and attorneys to recognize pay when paid and pay if paid clauses, to understand the requirements for enforcing such clauses, and to negotiate for the inclusion, exclusion, or modification of such clauses to better address the risk of an owner's nonpayment. It will help persons who administer and enforce construction subcontracts to better understand their rights and options in the event of a dispute involving a conditional payment provision and is critical to those who need to know and understand their rights and obligations under construction subcontracts.
Learning Objectives
- 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 the legal issues that relate to 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 define conditional payment provisions.
Credit
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Why Lorman?
Over 34 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
Introduction
- Conditional Payment Provisions (CPP)
Payment Absent a CPP
- Common Law
- Prompt Payment Acts
Conditional Payment Provisions
- Payment Conditions
- Conditions Precedent
- Timing Condition
Enforceability
- Freedom of Contract
- Public Policy
- Pay If Paid
- Pay When Paid
- Avoidance Clauses in General
Different Perspectives on the Risk of NonPayment
- Contractor Perspective
- Subcontractor Perspective
- Owner Perspective
Defeating or Avoiding Pay If Paid
- Ambiguity
- Public Policy
- Settlement
- Implied Duty of Good Faith and Fair Dealing
- Payment Bonds
- Prevention Doctrine
- Unjust Enrichment
Drafting and Modifying CPPs
Credit
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Why Lorman?
Over 34 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
OnDemand Course
This course was last revised on November 6, 2019.
Call 1-866-352-9540 for further credit information.
- AIA 1.5
- Lorman Education Services is a registered provider of AIA-approved continuing education under Provider Number J2016. This course is approved for 1.5 Learning Unit hour(s). Prerequisite: None, Program Level: Intermediate: Advanced Preparation: None
All registered AIA CES Providers must comply with the AIA Standards for Continuing Education Programs. Any questions or concerns about this provider or this learning program may be sent to AIA CES ([email protected] or (800) AIA 3837, Option 3). This learning program is registered with AIA CES for continuing professional education. As such, it does not include content that may be deemed or construed to be an approval or endorsement by the AIA of any material of construction or any method or manner of handling, using, distributing, or dealing in any material or product. AIA continuing education credit has been reviewed and approved by AIA CES. Learners must complete the entire learning program to receive continuing education credit. AIA continuing education Learning Units earned upon completion of this course will be reported to AIA CES for AIA members. Certificates of Completion for both AIA members and non-AIA members are available upon request.
- CA MCLE 1.5
- Lorman Business Center, LLC. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
- WA CLE 1.5
- This program has been approved by the Washington State Board of Continuing Legal Education for 1.5 hours of A/V credit under the Law & Legal Procedure category.
- AK ENG 1.5
- This Ondemand 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.
*Please check the rules and requirements in your state for compliance.
- AL ENG
- This Ondemand program is applicable for professional development hours through the Alabama Board of Licensure for Professional Engineers and Professional Land Surveyors.*
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- AR ENG
- This Ondemand program is applicable for 1.5 professional development hours.*
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- FL ENG 1.8
- This course has been approved for 1.8 PDH by the Florida Board of Professional Engineers in the Areas of Practice.
- GA ENG
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- IA ENG
- This Ondemand program is applicable for professional development hours for engineers. Please refer to Chapter 3, 193C IAC.*
- ID ENG 1.5
- This Ondemand program is applicable for 1.5 professional development hours through the Idaho Board of Professional Engineers and Professional Land Surveyors.*
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- IL ENG 1.5
- This program is applicable for 1.5 professional development hours through the Illinois Society for Professional Engineers.*
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- IN ENG 1.8
- This Ondemand program is applicable for 1.8 professional development hours through the Indiana State Board for Professional Engineers.*
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- KS ENG 1.0
- This program is applicable for 1.0 professional development hours for engineers.*
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- KY ENG 1.5
- This Ondemand program is applicable for 1.5 professional development hours for engineers.*
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- LA ENG
- The Louisiana Professional Engineering and Land Surveying Board (LAPELS) no longer approves providers or courses. Lorman Business Center, LLC. feels that this course is worth 1.5 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, LLC. 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.
- 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 ondemand course is applicable for 2.0 professional development hours for engineers.*
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- MS ENG
- This ondemand course is applicable for professional development hours through the Mississippi State Board of Registration for Professional Engineers.*
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- MT ENG 1.5
- This ondemand course is applicable for 1.5 professional development hours for engineers.*
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- NC ENG 1.5
- Lorman Business Center, Inc. is an approved sponsor of the North Carolina State Board of Examiners for Engineers and Surveyors. This course qualifies for 1.5 professional development hours for 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.*
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- 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
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This course is applicable for 1.0 CPC credits for engineers. *
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- NM ENG 1.5
- This course is applicable for 1.5 professional development hours for engineers.*
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- NV ENG 1.5
- This course is applicable for 1.5 professional development hours through the Nevada State Board of Engineering and Land Surveyors.*
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- OH ENG
- This ondemand 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.*
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- OK ENG
- This course is applicable for professional development hours for engineers.*
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- 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.*
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- 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.*
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- SD ENG
- This course is applicable for professional development hours for engineers in South Dakota.*
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- TN ENG
- This course is applicable for professional development hours for engineers.*
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- TX ENG
- This Ondemand course is applicable for professional development hours for engineers.*
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- 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.
- VT ENG
- This course is applicable for professional development hours for engineers.*
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- 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.
- WY ENG 1.8
- This course is applicable for 1.8 professional development hours for Wyoming engineers.*
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To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
- Those applying for AIA and HRCI must view 100% of the program and answer the questions following the program.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
Credit
More Program Information
Why Lorman?
Over 34 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 D. Cahalan
Smith, Gambrell & Russell, LLP
- Partner in the Construction Law and Litigation Section of Smith, Gambrell & Russell, LLP, an AmLaw 200 firm
- Adjunct professor of design and construction law at the Georgia Institute of Technology
- General counsel to the Georgia Utility Contractor’s Association
- Recognized by Chambers USA, America’s Best Lawyers, and Georgia Super Lawyers for construction law in the State of Georgia
- Drafter of the Associated Owners and Developers’ standard form construction contracts
- Special assistant attorney general for the State of Georgia
- 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 404-815-3711, [email protected] or [email protected]
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Why Lorman?
Over 34 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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