They have sent a schedule of amendments and I cannot tell what it changes
The subcontract is a standard form with a long schedule of the main contractor's amendments, and nobody here has read the form it amends.
Updated: . By Jack Butler-Kettle, Construction Claims Consultant.
What's happening?
Most subcontracts start from a published JCT or NEC form, and most main contractors amend it. A JCT form gets a schedule of amendments. An NEC form gets additional conditions under Option Z. The schedule says which clause changes, but only by number, against a form you may not have on your desk. You cannot see what each change does until you read the two together.
The amendments that cost most are rarely the long ones. A single line can lengthen a payment period or turn a notice period into a time bar. Another can widen what your main contractor may deduct, or pass the main contract's risks down to you. Read one at a time, each looks reasonable. Together they can move a large part of the job's risk onto you.
Where amended wording is unclear, what it means in law is a question for your solicitor. What it does to your money and your programme is a commercial question, and you can answer it before you sign.
The solution
Read each amendment beside the published clause it changes. Write one line on what it does to you: more risk, less money, a shorter period, or nothing that matters. Rate each by what it could cost on this job. Send the few that matter most back to your main contractor with the wording you want. Price the rest in, or accept them knowing what they cost.
Pre-Signing Contract Review does this for you before you sign. We read every amendment into the clause it changes and find the ones that move money or risk onto you. We rate what each could cost you, write the amendments to ask for and set out what to price in.
Example
Illustrative example. The scenario and figures are invented.
The facts
A mechanical subcontractor is sent a £1.4m subcontract on the JCT Design and Build Sub-Contract. It has 62 amendments, in a schedule that refers only to clause numbers.
What happens
- The subcontractor reads each amendment against the published clause it changes, and writes its effect in one line.
- Forty-seven change nothing that matters to it: definitions, addresses and cross-references.
- Fifteen move money or risk onto it. One stretches payment from 21 to 45 days. Another makes notice of delay within 14 days a condition of any extension. A third lets the main contractor deduct its losses on other contracts.
- It rates five as high and sends them back with proposed wording. It prices or accepts the other ten.
- The main contractor agrees three of the five, including removing the right to deduct losses on other contracts.
The amendments sorted
| Amendments | Count |
|---|---|
| In the schedule | 62 |
| No effect on money or risk | 47 |
| Move money or risk onto the subcontractor | 15 |
| Rated high and put back as proposed wording | 5 |
| Agreed by the main contractor | 3 |
The outcome
The subcontractor signs knowing what each of the 62 amendments does. The right to deduct losses on other contracts is gone. The two high-rated amendments the main contractor refused are in the price.