As Orlando construction lawyers, we’ve witnessed many disputes in the construction industry as a result of ambiguous contracts. The Scope of Work (SOW), sometimes referred to as “statement of work,” is an area you’ll want to avoid vagueness. If parties interpret the SOW differently, this is a sign it’s too ambiguous. This should not be so, it should be clear, concise, and easy to understand.
The Problem with Ambiguity
An ambiguous SOW is the quickest way to end up in a dispute because gaps in your contract makes it debatable. Ambiguity in the SOW is determined by law and can be placed into two categories: patent and latent. From a basic standpoint, patent ambiguity is one that is apparent. A latent ambiguity is one that is revealed upon evidence discovery.
How to Avoid Ambiguity
As stated before, clarity is key. The SOW should be detailed and clearly define the who, what, when, and how of the project. You can do this by using clear and straightforward language.
Every contract has components that make it effective. If necessary, review SOW templates as a check and balance. Incorporating the following elements will ensure the SOW will be understood by all.
- A glossary that defines terms so there will be no confusion
- A statement that identifies the purpose, objective, and problem that needs to be addressed
- Tangible and intangible deliverables you intend to produce
- Timeframes and schedules, including start and end dates
- Costs, estimates, and payment terms
- Goals of the project and how to achieve them
Remember, you are drafting a legal document with legal ramifications. So it’s imperative you cover all bases. Ask yourself if your team understands the client and their requirements. Other things you should be sure of is whether you are effectively identifying responsibilities, standards, and requirements. Are you including payment schedules and estimating labor costs? Upon completion, review and edit your document. Follow the above elements when drafting your SOW and you’ll have great success.
Disclaimer: The information contained in this article is for general educational information only. This information does not constitute legal advice, is not intended to constitute legal advice, nor should it be relied upon as legal advice for your specific factual pattern or situation.