MartinIHild, P.A.

Teaming Agreements - Traps, Pitfalls, and other Entanglements
December 9, 2015

A Teaming Agreement (and its sibling Memorandum of Understanding "MOU") is much beloved by the industry - contractors, subcontractors and design professionals alike - when competing for work. An instrument to record a "relationship" to pursue a project, it may or may not have legal significance. It can either represent a casual date with no strings attached or you may be secretly married without even knowing it. Understanding the distinction is critical to understanding your rights, remedies , and exposure ...

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"Payment Clauses - Timing Provisions. Reasonableness is in the Eye of the Beholder
December 9, 2015

Everyone wants to be paid timely for the work they perform; yet, no one wants to advance funds before they have been paid. In Florida, a valid pay-paid clause in contract allows a "Prime" to withhold payment from a "Sub" unless and until the owner first pays the "Prime". However if a pay-paid provision is not drafted correctly courts will view it as "timing provisions" resulting in...

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You Win...But, You Still Lose. The "Duty to Defend" and What it Means to You.
September 23, 2015

After a long trial, you are proven to be correct. You have committed no breach, no error, no wrong and yet, you owe attorney's fees to the other side. How is that even possible? The "duty to defend" is the answer. "But, I only agreed to pay for the damages that I caused. I did not agree to pay for their lawyer." Unfortunately, you may have, in fact, agreed when you signed your contract...

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Can an Email serve as "Written Notice?"
June 3, 2015
Contracts often require "written notice" to advise the other party of a claim for additional compensation or time. With the routine use of electronic mail. the question has arisen whether an email can suffice. Many states now recognize the enforceability of electronic signatures and serveral courts now require nothing but electronic filing. Thus, it would seem natural that an email should constitute "written notice." However...

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Pay-if-Paid Clauses: Is it the "Cure-all" for Primes?
March 30, 2015

A valid pay-if-paid clause in a contract allows a “prime” to withhold payment from a “sub” unless and until the owner/client first pays the “prime.” This clause, when written correctly shifts the risk of the owner/client’s failure to pay from the “prime” onto the “sub.” If not written correctly, courts have interpreted conditioned payment provisions as “timing provisions.” In other words, the "prime" can only withhold payment for a reasonable period of time...

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