TehMightyEngineer
Structural
- Aug 1, 2009
- 3,073
I work mainly doing precast structural design work these days with very little consulting work. However, someone found my name and asked me to take on an interesting side job doing the structural design for a high-end residential home. My boss gave me permission to do it on my own time but under the umbrella of the company so as to use the professional liability insurance (and as long as I kicked back a percentage of the fee for their risk). Seemed reasonable and given that I wouldn't have the usual overhead of a normal consulting office I offered what I felt was a fair price (not too low and not too high).
Unfortunately, the home owner is also a lawyer or someone with a legal background and he balked at my contract language. We negotiated back and forth but, in the end, he did not want to agree to a few of my clauses claiming they created a moral hazard for him. Namely the clauses regarding indemnification; such as the Good Samaritan clause where he would indemnify me for any Good Samaritan acts, or the limitation on my liability where he would indemnify me for all claims above the limits of what my professional liability would cover (which this already was a concession as the original wording was much more favorable to me).
In the end we could not agree to modify the contract sufficient for the client and so they passed on accepting my offer. As this is entirely a side job I have no real loss missing out on this job but given that this is the first time I've ever seriously had to debate contract language I'm left wondering if I was unreasonable or if he was? Reading through much of the information I could find online regarding professional contracts I seriously don't believe it would have been a wise move to accept the clients proposed modifications to the contract language. Doubly so as this was a side job that could potentially put my day-job company at serious risk on top of risk to my own assets.
If I had more need to get this job I probably would have brought in a lawyer to sort it out. But, without getting a lawyer involved, what do you guys think of this situation?
Professional and Structural Engineer (ME, NH)
American Concrete Industries
Unfortunately, the home owner is also a lawyer or someone with a legal background and he balked at my contract language. We negotiated back and forth but, in the end, he did not want to agree to a few of my clauses claiming they created a moral hazard for him. Namely the clauses regarding indemnification; such as the Good Samaritan clause where he would indemnify me for any Good Samaritan acts, or the limitation on my liability where he would indemnify me for all claims above the limits of what my professional liability would cover (which this already was a concession as the original wording was much more favorable to me).
In the end we could not agree to modify the contract sufficient for the client and so they passed on accepting my offer. As this is entirely a side job I have no real loss missing out on this job but given that this is the first time I've ever seriously had to debate contract language I'm left wondering if I was unreasonable or if he was? Reading through much of the information I could find online regarding professional contracts I seriously don't believe it would have been a wise move to accept the clients proposed modifications to the contract language. Doubly so as this was a side job that could potentially put my day-job company at serious risk on top of risk to my own assets.
If I had more need to get this job I probably would have brought in a lawyer to sort it out. But, without getting a lawyer involved, what do you guys think of this situation?
Professional and Structural Engineer (ME, NH)
American Concrete Industries
