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OnDemand Course

Terminating a Construction Subcontractor: The Big Issues

Learn about the issues you need to consider in drafting and negotiating subcontract termination provisions and utilizing them during performance.

Nobody wants to think about subcontract terminations until they absolutely have to. That's a big mistake. A contractor's failure to carefully consider termination rights and obligations when they draft and negotiate their subcontracts can put the contractor in a very difficult position during project performance, and failure to ensure its project management understands those rights and obligations throughout performance can lead to missed notices, waived rights, and unnecessary liability to the subcontractor, the owner/customer or both. This information helps construction contractors and their counsel recognize the issues to consider in drafting and negotiating subcontract termination provisions and provides essential tips for making sure those provisions meet the contractor's needs and tolerance for risk. It also provides a roadmap for navigating potential termination issues that arise during performance and, when the decision to terminate is made, how to do so effectively and efficiently. You will be able to discuss with your clients' contracting teams best practices in negotiating and drafting termination provisions and deciding if, how and when to use them during performance; you will be able to identify the steps you should take in deciding whether to terminate and, if so, how to do so effectively and efficiently; you will be able to recognize the risks, benefits and likely consequences of terminating a subcontractor; and you will be able to review your form and draft agreements and customize their termination provisions to match your needs and tolerance for risk.

Learning Objectives

  • You will be able to discuss with your or your clients’ contracting teams best practices in negotiating and drafting termination provisions and deciding if, how and when to use them during performance.
  • You will be able to identify the steps you should take in deciding whether to terminate and, if so, how to do so effectively and efficiently.
  • You will be able to recognize the risks, benefits and likely consequences of terminating a subcontractor.
  • You will be able to review your form and draft agreements and customize their termination provisions to match your needs and tolerance for risk.

89 minutes
Course Exam
Certificate of Completion
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Over 35 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

Deciding Whether to Terminate - Key Legal Questions to Ask

  • What Does the Subcontract Say About the Right to Terminate?
  • Does the Prime Contract Say Anything Different?
  • How Does Statutory or Common Law Fill in Any Blanks or Alter the Parties' Respective Rights?

Deciding Whether to Terminate - Key Factual Questions to Ask

  • Has the Subcontractor Failed to Perform in Some Material Way, and, If so, What Caused It?
  • Has the Owner Altered, Terminated or Otherwise Deleted Any of the Prime Contract Affecting the Subcontractor's Scope?
  • Has the Owner or Its Representative or Design Team Contended That the Subcontract Work Has Been Deficient?

The Mechanics, Considerations and Consequences of Termination

  • Terminations for Cause/Default: Typical Provisions/Requirements; Rights in the Absence of a Clause; Consequences of Getting It Wrong; Results of Getting It Right; Practical Considerations
  • Terminations for Convenience: Typical Provisions/Requirements; Rights in the Absence of a Clause; Consequences of Getting It Wrong; Results of Getting It Right; Practical Considerations
  • Other Types of Terminations (e.g. Cancellations Upon Specified Conditions)
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Why Lorman?

Over 35 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

Applications have not yet been submitted for Delaware, Idaho, Kentucky, Maine, New Hampshire, Ohio, Oklahoma, South Carolina, and Wyoming CLE for this course. However, if you are interested in obtaining CLE for any of the listed states or have any additional credit questions please email us at [email protected] or call us at 866-352-9540.

This course was last revised on March 21, 2019.

Call 1-866-352-9540 for further credit information.

  • AK CLE 1.5
     
  • Alaska attorneys may receive 1.5 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
     
  • 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.
     
  • Arizona CLE 1.5
     
  • The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. 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, LLC. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
     
  • 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.
     
  • IL CLE 1.5
     
  • This course was approved for a total of 1.5 hours of MCLE Credit by the Illinois MCLE Board.
     
  • 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.
     
  • NY CLE 1.5 including Areas of Professional Practice 1.5
     
  • This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.5 credit hours in the area(s) of Areas of Professional Practice for 1.50 hours. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Business Center, LLC. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
     
  • 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.
     
  • VT CLE 1.5
     
  • This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
     
  • 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.
     
  • WV MCLE 1.8
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 1.8 MCLE hours.
     
  • HR Certification Institute 1.5
     
  • This E-Learning program has been approved for 1.5 (General) recertification credit hours toward aPHR(TM), aPHRi(TM), PHR®, PHRca®, SPHR®, GPHR®, PHRi(TM) and SPHRi(TM)recertification through HR Certification Institute® (HRCI®). For more information about certification or recertification, please visit the HR Certification Institute website at www.hrci.org.
     
  • SHRM 1.5
     
  • Lorman Education Services is recognized by SHRM to offer Professional Development Credits (PDCs) for the SHRM-CPSM or SHRM-SCPSM. This program is valid for 1.5 PDC(s) for the SHRM-CP or SHRM-SCP.
     
The CLE Code is ONLY a requirement when applying for CLE Credit in New York. Other states do not need to supply the CLE Code to apply for CLE credit.

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.

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Why Lorman?

Over 35 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

Aaron Silberman

Aaron Silberman

Rogers Joseph O'Donnell

  • Partner in the San Francisco office of Rogers Joseph O’Donnell, PC
  • Practice emphasizes all aspects of construction law and government contracting
  • Conducts regular seminars and workshops and has authored numerous publications on construction and public contract law subjects, such as terminations, subcontracting, bid protests, and false claims, cybersecurity, Building Information Modeling (BIM), green building, energy savings performance contracts, IT procurements, abandonment/cardinal change claims, disabled access, and licensing
  • ABA public contract law section, immediate past chair, former section council member, past chair of federal procurement, state and local procurement, and construction divisions and procurement fraud and subcontracting committees; ABA Forum on Construction Law, publication committee immediate past chair, past governing committee member, and specialty trade contractors and suppliers division chair; AGC-California, Bay Area District Board of Directors member and past chair, past Legal Advisory Committee chair and executive committee member
  • Recognition in Super Lawyers, construction litigation, Northern California; Who’s Who Legal, thought leader, construction, U.S.; Chambers, noted practitioner, government contracts, U.S.
  • J.D. degree, with honors, the University of California Los Angeles Law School; B.B.A. degree, with honors, the University of Michigan
  • Can be contacted at [email protected]
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Product ID: 405150
Published 2019
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