Business Tip – June 2017

Is your employee handbook up to snuff?

By Bob Scavone, Labor and Employment attorney, Jackson Lewis P.C.

“Do you have an employee handbook?” No matter the size of the business, or type of industry, this is one of the first questions I ask employers when speaking with them about their business practices and how they can lower the risk of liabilities. Having a handbook and providing employees copies, however, may not be enough to protect your business from legal liability or other unintended consequences. Lawsuits and agency claims, employee turnover, and poor public relations are a few examples of the unintended consequences that can result from outdated or unlawful handbook provisions, or ones that are misinterpreted or inconsistently administered by managers and supervisors.

To reduce your exposure, your employee handbook must be

1) Comprehensive

2) Tailored to your specific business and industry

3) Regularly reviewed and updated, and

4) Compliant with federal, state, and local laws and regulations.

Liability and an incomplete employee handbook

Why are employee handbooks important? First, handbooks set employer expectations and employee responsibilities. For example, your handbook should explain that the company expects its business practices and internal communications to be kept confidential and outline the consequences for breaching confidentiality. Similarly, your handbook should outline what constitutes prohibited conduct and establish consistent guidelines for disciplining those who violate company policy. Absent such guidelines, your company may be open to legal claims based on arbitrary or inconsistent discipline.

Second, a properly-designed handbook can protect your business against legal liability. For example, handbooks that do not include comprehensive anti-harassment and anti-discrimination policies can expose employers to charges of harassment and discrimination. Your handbook should include policies that prohibit unlawful employment practices and explain to employees what to do if they are harassed or discriminated against and how to report such conduct. Ensuring your employees sign an acknowledgement form when they receive the handbook and any updates can significantly improve your chances of avoiding liability.

A comprehensive, carefully-developed employee handbook can be a valuable resource, providing important information about an organization’s history, mission, values, and culture, as well policies, procedures, and benefits. Consulting with an employment attorney is the best way to make sure you are covering all of the bases.

Company- and industry-specific

No two companies are the same, even in the same industry. The employer who uses cookie-cutter or off-the-shelf handbook templates to craft a handbook takes an unnecessary risk. First, templates rarely cover all of the topics that may be important to your business and typically do not address specific state laws and regulations. For example, many states have recently passed laws regulating whether (and under what circumstances) employees may store firearms in vehicles parked on company property. Even if an off-the-shelf handbook covers this issue, it likely will not cover the law specific to your state (or states, if your business operates in more than one). Moreover, a generic handbook may contain policies that are inconsistent with your company’s practices or customs.

Review. Update. Repeat.

Federal, state, and local labor and employment laws are changing constantly. For example, state and federal anti-discrimination laws are in flux with regard to whether discrimination based on sexual orientation is unlawful. Conduct that may not have been illegal when your handbook was issued may now be prohibited. With the assistance of employment counsel, your human resources professionals should monitor changes in the law and update your company’s policies regularly.

In addition to changes in the law, your handbook should keep up with changes in your company’s policies and practices. For example, your handbook should reflect changes in your IT policies or vacation matrix on a timely basis. Your employees must have access to the current policies to reduce your company’s exposure to liability.

“An ounce of prevention is worth a pound of cure.” 

Benjamin Franklin’s famous quote is particularly relevant to employee handbooks. Let me be blunt: each of your employees is a potential plaintiff (or cause of litigation). Making sure you have a comprehensive, tailored, up-to-date handbook could save you a substantial amount of time, money, and grief. If you do not have an employee handbook, I strongly recommend that you get one. If you have one, check when it was last updated. If it has been more than a year since its last update, it is time to get your employee handbook up to snuff.

 

Robert Scavone Jr. is an attorney at Jackson Lewis P.C., which represents management exclusively in workplace law and related litigation. Its attorneys are available to assist employers in their compliance efforts and to represent employers in matters before state and federal courts and administrative agencies. Prior to becoming an attorney, Robert was an executive with one of the nation’s largest commercial flooring contractors and a member of the NTCA’s Board of Directors and Technical Committee. He works out of the firm’s Miami office and can be reached at 305-577-7619 or [email protected]

This article is provided for informational purposes only. It is not intended as legal advice nor does it create an attorney/client relationship between Jackson Lewis P.C. and any readers or recipients. Readers should consult counsel of their own choosing to discuss how these matters relate to their individual circumstances. Reproduction in whole or in part is prohibited without the express written consent of Jackson Lewis P.C.

 

CTEF Tile Tip: Be Clear with Customer About Grout Joint Offsets

The beauty of and longtime satisfaction in ceramic and porcelain tile installations will many times depend on the creativity employed in the design process. Whether the pattern and layout suggestions are provided by the consumer, the architect, the designer, the retailer or even the installer, success comes only when the customer is happy with the final appearance.

With the very popular woodgrain pattern tiles available today, many choices must be made in regards to the tile pattern, color, grout joint offset and grout joint size. Most of these woodgrain tiles are planks that range from 3” up to 9” wide in lengths from 24” to 72”—and beyond.

To aid in determining the grout joint offset, ANSI Specification A108.02-4.3.8.2 offers assistance. It states: “For running bond/brick joint patterns utilizing tiles (square or rectangular) where the side being offset is greater than 18” (nominal dimension), the running bond offset will be a maximum of 33% unless otherwise specified by the tile manufacturer. If an offset greater than 33% is specified, specifier and owner must approve mock-up and lippage.”

This language is of great help to the installer by eliminating 50% offset and its possible lippage, but what about a random grout joint? Almost all wood flooring is installed using a random (no pattern) end joint. Likewise, these tile installations may look more natural if installed randomly rather than in a regimented joint layout.

However, this option presents two challenges. If the planks are running in a random pattern, it is possible that offsets between 33% and 50% could occur and cause excessive lippage. The installer needs to pay strict attention to this possibility and minimize joints in this area. In the accompanying photo, the installer was fortunate that lippage was not a factor. However, if lippage does occur, the installer may have to widen the grout joint to accommodate the resulting lippage.

The other challenge is to be certain the customer knows what pattern they have selected and how it will appear on the floor. Photos of past jobs or a manufacturer’s brochure or website can help them “see” the final look. Installers should never assume they know what the customer wants. Always ask and get the final decision in writing. Not doing so can be extremely costly, as evidenced by a call I received recently.

The installer provided a beautifully installed random joint plank floor. However, this professional installation was rejected by the customer because the random pattern did not meet her expectations—worse yet, her expectations had never been established.

There was nothing wrong with the random pattern installation except the customer (the person paying the bill) would not accept it. She did some research and found that the ANSI Specifications call for a maximum 33% offset, and said her floor needed to follow the standard. This whole mess could have been avoided with clear communication.

Business Tip – May 2017

NC changes tax requirements on installation labor

 

Labor may now be subject to state sales tax

By Paige W. Smith, Neuse Tile Service, NTCA Region 3 Director

This is an important development in tax laws that affect contractors that is taking place in North Carolina. Important in its own right, it holds even broader importance when one considers that once a single state passes this sort of law, other states will likely consider it or follow suit. Tile contractors should check with their tax accountants about any changes or revisions to laws in their own state related to sales and use tax. Forewarned is forearmed. – Ed.

Tile installation contractors who work in North Carolina should be aware that some of their labor may now be subject to state sales tax. Previous legislative changes had only applied to installers who were also retailers, but, on Jan. 1 of this year a new state law was enacted which requires the application of sales and use tax to all “real property contracts.”

The N.C. legislature has come up with its own statutory definitions of “real property,” “real property contract,” and “capital improvement” as well as a new tax form, E-595E. Tile contractors will most likely fall under the classification of “specialty contractor.” There have been several attempts to clarify which types of work are considered repair/ replacement/ reconstruction/ vs. remodeling, but the distinctions remain open to some interpretation.

The N.C. Department of Revenue Directive issued 11/15/2016 included 15 pages of definitions and “clarifications,” and on 3/17/2017 another 12-page Notice of “Additional Information” was issued. Accountants in the state have issued differing opinions on which aspects of tile work will be taxable, and contractors will definitely want to get in touch with their own tax advisor.

The new law is very confusing as evidenced by the continued “clarifications.” I’ve been to quite a few seminars on how we should interpret the new statute, and each time the answers seem to be slightly different.

Sales tax on repair work

Generally, for any repair work or replacement of existing tile, contractors should now be charging  — and paying to the state — sales tax on the total invoice amount (both material and labor). The sales tax is based on the rate for the county where the work is done. Most installers will want to become “tax exempt” for their purchases so that some material tax will be paid in as “use tax” and some as “sales tax.” It has been explained that those who work exclusively for general contractors will usually be exempt from the new tax on labor IF the tile installer gets the general contractor to complete the “blanket use” portion of the new tax form.

Repairs or replacements in which the tile contractor is including the work of other trade specialists (i.e. a plumber & glass door company) are not so clearly delineated as to whether they are “repairs” or “capital improvements” under the legislation’s definitions. I went to a forum in which even the head of the N.C. Sales and Use Tax Division said he was still trying to figure out how to answer many of the construction industry’s questions.

For now, contractors should be sure to speak with their local tax advisor, set up a system for tracking county tax rates, and charge sales tax on their work when required. The link to the N.C. Department of Revenue’s March notice can be found at www.DORNC.com/taxes/sales/realpropertycontractors

 

Tips for Successful Floor & Wall Tile Installation With No Lippage

Many contractors contact NTCA technical advisers regarding acceptable tolerances for floor tile installations, but our trainers also tell us that with the increased use of large format tile being specified for walls, it is becoming increasingly challenging for tile contractors to successfully install these products without lippage. Contractors should be aware that the tolerances for both floors and walls are the same, and that this issue should be addressed before installing the tile.  Many applications in dry areas are to be installed directly over gypsum board or drywall, and there is little opportunity with the adhesive to make up for imperfections in the surface. Lighting can also wreak havoc on a tile installation on a wall, making the edges appear to be even more uneven and imperfect. Industry tolerances for both floor and wall tile applications state that the substrate should have a maximum variation of /14” in 10’ from the required plane, nor more than 1/16” in 12” when measured from the high points in the surface.  If a builder wants a tile installation to be flush with no or minimal lippage, they need to make sure the framing and drywall contractors are delivering a surface that meets tile industry tolerances.  If the tile contractor doesn’t check for this, and accepts the substrate as is, they run the risk of having a serious issue take place that can cost everyone money and time.  

For more information on this subject, you can order the TCNA Handbook or ANSI A108 Book for tile installation on the NTCA website at www.tile-assn.com

Tech Tip: Ask NTCA Technical Trainer Robb Roderick

Q: Are there any standards or situations where it is acceptable to install ceramic tile over gypsum wall board and not a tile backerboard?   

A: There are two methods in the Tile Council of North America handbook for installation of tile over gypsum board. Method  W242 which employs organic adhesive for a setting material. And Method W243 which employs the use of thinset mortars that meet ANSI 118.1 or 118.4 or better.

In W242 (organic adhesive method) in the section preparation by other trades it states ” The maximum allowable variation in the tile substrate is 1/16 of an inch in 3′ with no abrupt irregularities greater than 1/32″. Both methods specify the gypsum board is to be installed according to GA216.  ” Treated with tape and joint compound with bedding tape only( no finish coat) Nail heads, receive only one coat.

In Method W243 (thinset method) it states ” Maximum allowable variation in tile substrate for tile with edges shorter than 15″ the maximum allowable variations is 1/4″ in 10′ from required plane with no more than 1/16″ variations in 12″ when measured from the high point of the surface. For tiles with at least one edge 15″ in length, maximum allowable variation is 1/8″ in 10′ from the required plane, with no more than 1/16″ variation in 24″.

So there are many standards depending on the type of tile and adhesive you are using.

Business Tip – April 2017

Your journey to emotional ownership

by Ed Rigsbee

Pain and pleasure are such close cousins.  In life, it’s painful not to experience pleasure.  Too often though, it’s the holding on for dear life to familiar pain that keeps us from having what we say we really want.

In 1988 I joined the National Speakers Association, a trade group for professional speakers.  No, I wasn’t a speaker yet, but I wanted to be.  I had closed down my manufacturers’ representative company to accept a position of vice president for my principal manufacturer. Two years later, I found myself without a job.  It was now time to fish or cut bait.  Was I going to pick up another line and go to war with the manufacturer that fired me or was I going after my dream?  I went after my dream.  A decade later, I’m a nationally recognized keynoter on business alliances.

This experience, for all of the pain and pleasure, has yielded a path, my path to emotional ownership.  Since discovering this path, I have interviewed several business leaders and found that my path was also theirs.

Whatever pleasure you seek; there is usually pain in the way of having that pleasure.  I believe this path is also your path to the emotional ownership, of staying the course to having what you want in your life, both personal and professional.

In your personal and professional life you continually have challenges.  Challenges without solutions or answers generally cause extreme pain.  To solve or remove this pain, you must either move into action or simply do nothing and hide out.  Action means possibilities. Doing nothing is a formula for failure.  Doing what you have always done and expecting different results is called experiencing insanity. Nobody intentionally wants to be insane.  You will succeed at what you want through understanding and remaining on your path.

What is your challenge?  What would you like to do you are currently not doing?  What major decision would you like to make?  Your first step will be to think up ideas on how to deal with your challenge.

1. Idea:

Some ideas are gold and some are worthless. You must constantly seek possibilities to your challenges.  Earl Nightingale would sit with a yellow pad thinking of solutions to his day’s challenges every morning before the rest of his family awoke. Dr. Robert Schuller’s idea of possibility thinking is to list no less than 20 ways to solve your challenge.  His 20th is how he started the church that is known today as the Crystal Cathedral.

2. Excitement:

When an idea crystallizes, excitement sets in. Your view of the challenge is like a world of possibilities.  All is right as you are moving closer to dealing with your pain.

3. Hope:

Hope is the apex.  Hope without how will get you nowhere.  From this pinnacle the slow degrade begins.  As the reality of the challenge sets in doubt begins.  Unfortunately, at this point, hope turns into nope!

4. Reality:

When the reality of the steps, work and pitfalls involved in creating a solution set in, a feeling of hopelessness is not far behind.

5. Desperation:

Many people are living lives of quiet desperation.  Even people who are moderately successful find it difficult to make a new decision that would position them for greatness.  When the pain is at a level so high that anything else must be better, the point of decision is near. This is where tension can help you to mobilize, but too much tension can immobilize you.

6. Purpose:

Clarity of purpose allows you to see and understand the value of your struggle.  You must know you are playing in the right sandbox and for the right reason.  Now comes the promise of success.  Through example or belief, you now know success is possible and you can make a decision to go for the success.  If you are off purpose, are settling for less or see your world from the window of scarcity, you might make the decision of indecision and only move toward failure.

7. Decision:

The decision to move forward or to make no decision, the choice is yours. Knowing what to hold on to and what to discard is crucial to your well being.  This is where your emotional ownership comes alive.  No decision, no ownership and a continual decline.  Yet, with a new decision, all becomes possible.  Look for your emotional strength and security rather than comparing your self to what is not real. Be cautious of not falling into the impostor syndrome, thinking that you are not really good enough.  Look for your moments of decision. A friend quit drinking, and I ask him about his moment of decision.  He told me that it was one night while he was hanging out his second-story bathroom window, about to fall out and in a drunken stupor and realizing that he should change his life.  He said that he knew if he didn’t make some changes soon, he would no longer have a life.

8. Paying the price and taking risk:

This is the truth detector.   This is the point on your journey where you must internalize the intellectual ownership of your decision.  You must be willing to pay the prices.  Nothing good is free.  Having a track record of previous success and concrete examples of other successful person’s journeys will help.  It’s now time to stick your neck out!

9. Getting help:

Relationship building at its finest.  Nobody goes it alone.  Every successful person seeks help.  You may end up with some unlikely partners; especially people that can help you connect with your inner strength.  Receiving help connects you back to all your previous steps.  Also, you must accept help in anchoring back to your moment of decision.

10.  Accepting success:

Self-confidence and self-worth go hand in hand.  Accepting that you are worthy of success is key. When you have completed your journey to Emotional Ownership, you do it all over, repeatedly.  Additionally, you must realize that you are currently at different steps in different aspects of your personal and professional life.

Every day you are starting another journey in a different area of your life; personal and professional. Your journey always comes full circle; you can never just sit back because another phase of your total life journey is about to start. Enjoy your journey.

Ed Rigsbee is the consummate evangelist for member recruitment and strategic alliance success. He holds the Certified Association Executive (CAE) and Certified Speaking Professional (CSP) accreditation. Ed is the author of The ROI of Membership-Today’s Missing Link for Explosive Growth, PartnerShift, Developing Strategic Alliances, and The Art of Partnering. To his credit, he has over 2,500 articles in print and countless articles electronically published.
Ed is the Founder and CEO of the 501(c)(3) non-profit public charity, Cigar PEG Philanthropy through Fun, and president at Rigsbee Research which conducts qualitative member ROI research and consulting for associations and societies. He has been called “the dynamite that broke up our log jam” by association executives—rarely politically correct and almost always provocative—and from a dozen years as a United States Soccer Federation referee, Ed calls it the way he sees it. Exceptional resources at www.rigsbee.com.

Business Tip – March 2017

Riding Shotgun

by Connie Heinlein

Connie Heinlein is the wife of NTCA technical trainer Mark Heinlein. She accompanies him all over the country and assists him as he gives workshops, participates in trade shows and conferences (many of Mark’s great photo documentation of his workshops, and people and places he visits is due to Connie’s photography skills). Here she shares her perspective on the value of NTCA, as she, “rides shotgun” with Mark. Follow her and Mark’s adventures on Facebook. – Lesley Goddin

Connie Heinlein (center) at the Mechanicsburg, Pa., workshop earlier this year at Daltile. With Connie are: (l. to r.): Scott Carothers (CTEF/NTCA); Todd DeKorte , MAPEI; Tim Phoenix , Daltile; and Dale Kreider.

I spend a lot of time riding in the passenger seat of the NTCA van, traveling all over the country to workshops and trade shows with my husband Mark. Much of that time I watch out the window as the country passes by—rolling hills in Pennsylvania, corn fields in Iowa, mountain vistas in Montana, farms with red barns everywhere, and the ubiquitous truck stops. Sometimes I read or listen to the radio. I never sleep because I don’t want to miss anything.

Most of the time I can’t help but listen in on Mark’s phone calls –what he refers to as the “Heinlein Hotline.” He gets a lot of calls from NTCA members and non-members alike. Most of them have a tile crisis. Some just want to chat. I am not always very interested in the conversations

Connie is a jill-of-all-trades; here she assists Mark in putting education sponsor logos on the new NTCA van she and Mark will be driving all over the country this year.

although I have learned a great deal in the past year about many aspects of the tile industry. I know all about mortar coverage and substrate preparation; I understand the basic complexities of a tile installation; I know that a tile job can fail for many reasons. Before I retired last year from my job teaching high school English, I never thought about mortar and grout and did not know the difference between NTCA and ANSI and TCNA.  But like I said, I’ve learned.  Tile is pretty interesting—maybe not as fascinating to me as literature and grammar, but pretty interesting. All that tile-related chemistry, physics, math and technology makes for some brainy stuff.

So anyway, I often listen in on Mark’s calls. — sometimes I even pipe in if it is someone I met along the way like a new member who joined at one of our workshops, or Mark’s boss with a  “Hi Jim.” Some of the calls are quick; an answer that Mark can rattle off easily. “What is the allowable lippage for such and such?” or “When is Coverings?” Most of the calls involve difficult situations and complicated questions. I remember one from a few months ago about a swimming pool deck that involved multiple calls and research.

Several months ago Mark got a message from a guy in Detroit who wanted to get some experience in setting tile.  He said he loves the tile business and hopes to become certified but needs an opportunity to learn more. The guy asked Mark if he knew of anyone who might help him. I thought that was a pretty big request, that perhaps Mark would diplomatically give the guy some direction toward training materials or an on-line program. I admit now that I underestimated my husband. He spent quite a lot of time with the guy—I now know his name is Alaa Waleed—and discovered what he was looking for and got a sense of his seriousness about learning.  Mark told Alaa that he would think on it, and see if he could come up with someone who might be interested in taking him on.

Alaa Waleed on the job. A connection with Mark Heinlein helped find him work, and Alaa was eager to learn about tile.

Some time passed. We went on a couple more trips. I forgot about Alaa Waleed. Mark did not. He had contacted his friend Phil Kozey about Al. Phil is a great guy, an excellent tile contractor, an NTCA State Ambassador, and fellow Michigander. Phil lives downstate. Mark and I live in the Upper Peninsula. We refer to any part of Michigan that lies below the Mackinac Bridge as downstate and we say it with a bit of sympathy, but oh well, not everyone can be a Yooper. But I digress.

Back to Phil Kozey of southern Michigan. I do not know all of the particulars about Mark’s communications with Phil. I think that during this time Al called and messaged Mark a few times and Mark called and messaged Phil. We all know how these things can go. Life is busy. And then out of the blue one day in March, we were driving on the Ohio turnpike and Mark’s phone chimed that he had a message. He asked me to open it. After all, I was just sitting in the passenger seat, riding shotgun, and staring out the window. The message was from Phil Kozey. Here is what Phil said:

Let me tell you about this guy that we spoke about that said he wanted to learn tile.  He is one of the nicest, eager-to-learn guys I have ever met in my life. After working his butt off for five days straight my

Mark and Connie Heinlein take a pit stop at the Summit Diner in Somerset, Pa., on their way from Mechanicsburg to Pittsburgh.

father handed him a paycheck. An hour later he pulls me to the side and hands me back the check and says I cannot accept this. It meant a lot to me that he was actually there to do nothing but learn and did not want to make any money, but I aggressively refused… and made him take the check.

He came in knowing absolutely nothing, but he is a quick learner and takes great direction and I really think it is going to be a long friendship between me and Al. I just wanted to say thanks for linking us up because it is an honor working with him. 

Of course, after reading that message, Mark immediately called Phil and I listened in on the conversation. Phil told Mark about how he eventually contacted Al and what a terrific person he is and how he is going to make an excellent tile guy.  It turned out to be a heartwarmingly human story about motivation, talent, kindness, and of course, tile. I don’t know the conclusion to this story yet. I do know that Phil and Al are now friends and that Al has a future in the tile business. I’m proud of Mark’s role in helping make this connection between two good men, and I am proud to be a small part of this NTCA world where stories like this happen all the time.

NTCA Technical Trainer Robb Roderick on Tile Installation in Elevators

There is no method for installation of tile on an elevator floor in our industry guidelines.

The elevator cabs chosen for some construction projects are not designed for tile or stone floor finishes. The manufacturer of these elevator cabs will list acceptable floor finishes that usually only include soft goods such as vinyl, carpet, and wood products. In order to be considered for tile or stone the substructure should be constructed in such a way as to not to deflect or “bend” more than a small amount under a concentrated heavy load. There are elevator cabs that are designed to meet these minimum requirements but they are usually much more expensive so they are not chosen in most construction budgets.

   

 

 

 

 

 

 

As for installing tile in these most common elevator cabs that are not designed for such, it is risky and not recommended.

There are products available that may reduce the risk of cracking tile and grout joints such as epoxies, but the warranties come strictly from the manufacturers.

OSHA RECORD KEEPING RULE OVERTURNED BY HOUSE AND SENATE

Compliance Guidelines Regulations Concept

On March 23, the Senate joined with the House vote of March 1 to reverse the Occupational Safety and Health Administration’s (OSHA’s) recent recordkeeping rule that would extend a six-month statute of limitations on recordkeeping violations to a period of five years.

The Occupational Safety and Health Act of 1970 established that employers must keep accurate records of employee injuries and illnesses for five years and that OSHA has six months to cite an employer for a violation. The new five-year recordkeeping rule was enacted among concerns that employers may underreport workplace injuries to suppress worker compensation insurance costs, maintain eligibility for government contracts or lower the possibility of OSHA inspections.  Detractors held that the recordkeeping required burdensome recordkeeping practices and would open businesses up to fines. OSHA’s five-year term went into effect on January 18, but has now been overturned by both the House and the Senate.

When this legislation is signed into law, OSHA will still be able to issue a citation for recordkeeping paperwork violations up to six months after they occurred and employers will still be obligated to record injuries as before. But OSHA will no longer be able to issue a citation five years after the occurrence. 

 

Business Tip – February 2017

Top 5 tips to avoid ambiguity in construction contracts

By Yasir Billoo, partner at International Law Partners

Avoiding ambiguity should be a primary goal when drafting and negotiating construction contracts. This helps ensure that you get what you want, including the bargained-for benefits of the contract, smooth contract administration and fulfillment, and avoidance of lengthy and expensive legal disputes. Follow these five tips to minimize ambiguities:

1. Keep it simple.

Keep your writing simple, clear and concise. Construction contracts are read and interpreted by a wide variety of people, including judges with no knowledge of the construction industry. Using plain English and shorter sentences while avoiding legalese and redundancy will make your contracts easier to read and understand.

2. If it’s part of the agreement, include it in the contract.

If a contract appears complete and comprehensive on its face, courts will prohibit the use of other documents to give meaning to the parties’ intentions. Statements made during pre-bid meetings or negotiations will not be effective in contradicting express terms in the contract. Include all terms of the deal in the contract, or incorporate key documents by reference.

3. Define key terms.

Courts give ordinary terms their ordinary meanings and technical terms their technical meanings. But the meanings of words cannot be divorced from the context in which they are interpreted, and parties often disagree on what terms mean in certain contexts. To avoid disputes, capitalize and define terms to attribute specific meaning. Then use the capitalized term as needed throughout the contract.

4. Include an order-of-precedence clause.

Because numerous documents make up construction contracts, conflicts may arise between requirements contained within the documents, such as the drawings and specifications. One way to address these conflicts is to include a clause providing that in the event of a conflict, the specifications take precedence over the drawings, or that contract documents take precedence according to a prescribed order of hierarchy. You may also wish to include a provision stating that what is required of any contract document shall be binding as if required by all.

5. Make proper use of standard forms.

Standard-form agreements such as AIA and ConsensusDocs are commonly used throughout the construction industry. However…there are risks with using such forms because they are written broadly, they may contain terms that are inapplicable to the transaction at issue, and parties often use such forms without fully reviewing them. Even if both parties orally agree to terms that differ from what is written, oral understandings will yield to written agreements, so it is important to read all the terms before using standard-form agreements. Add terms you think should be included in the contract and delete terms that are inapplicable.

Yasir Billoo is an experienced attorney in the areas of business/commercial contracts and litigation, real estate transactions (and title services) and litigation, intellectual property litigation, employment and labor, and civil appeals. Yasir’s experience ranges from representing large Fortune 500 companies in complex litigation and appeals in state and federal court, to helping small business owners with simple agreements and legal consulting.

Yasir earned his law degree from Nova Southeastern University in Ft. Lauderdale, Florida, and was admitted to both the Florida Bar and the California Bar in 2004. He is admitted to practice in all courts in each of these states.

Yasir earned dual Bachelors Degrees in International Relations and Communications from Florida International University. While earning his Juris Doctor, he was a member of the Jessup International Law Moot Court team and on the Board of the Journal of International and Comparative Law. A native of Karachi, Pakistan, Yasir, speaks English, Spanish, Urdu, Hindi and Memoni.

Prior to practicing law, Yasir managed the finances of a group of Central American companies, handling complex international financial transactions.

Yasir currently serves as a Hearing Officer for Miami-Dade County’s Commission on Human Rights, where he presides over appeals of initial determinations in cases where discrimination is alleged.

Yasir is a member of the prestigious invitation-only International Association of Defense Counsel (IADC). IADC has been serving a distinguished membership of corporate and insurance defense attorneys and insurance executives since 1920. The IADC membership is comprised of the world’s leading corporate and insurance lawyers and insurance executives. They are partners in large and small law firms, senior counsel in corporate law departments, and corporate and insurance executives. Members represent the largest corporations around the world, including the majority of companies listed in the FORTUNE 500. Reach him at intlawpartners.com

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