The Christian Doctrine enforces a rule in which a clause can be read into a contract even if the clause was originally omitted at the time the contract was signed. In other words, general contractors face the risk of having certain omissions reversed by a court or board of contract appeals. Curiously, the language establishing this doctrine in G. L. Christian & Associates v. United States, 312 F.2d 418 (Ct. Cl. 1963) fails to explicitly show whether or not it applies to subcontractors.
In this article, a Miami construction attorney from Cotney Construction Law will explain why the Christian Doctrine doesn’t apply to subcontractors and help dispel some of the confusing details of the doctrine. To ensure that your construction business is abiding by all pertinent laws and regulations, consult our experienced Miami construction attorneys. Our attorneys are familiar with all aspects of construction contract law and can help you reduce the number of disputes your firm deals with with our contract review, drafting, and negotiation services.
Energy Labs, Inc. v. Edwards Engineering, Inc., (N.D. Ill. June 2, 2015)
To better understand why the Christian Doctrine is inapplicable to subcontractors, we must first examine Energy Labs, Inc. v. Edwards Engineering, Inc., (N.D. Ill. June 2, 2015). In short, a subcontractor was contracted to manufacture HVAC systems for a client. They were also responsible for delivering the units. Although the general contractor asserted that the HVAC systems would be fully compliant with the Buy America Act, this information was never communicated to the subcontractor producing the units, which resulted in the HVAC systems being built in Mexico — a violation of the Buy America Act. When the general contractor discovered what was happening, they canceled their order and attempted to purchase units from a different manufacturer.
Can you guess what happened next? The original subcontractor sued for breach of contract and the general contractor attempted to dismiss the case by arguing that the subcontract was rendered “illegal” by violating the Buy America Act requirements. They also argued that the Christian Doctrine rendered this requirement binding in the original contract, thus disproving the breach of contract. In theory, this probably seemed like a solid defense, but as it turns out, it was full of holes. The Christian Doctrine applies to contracts between the federal government and general contractors, and thus has no power over subcontracts.
The Lesson for Subcontractors and General Contractors
What does this mean for subcontractors and general contractors? Well, for subcontractors it means that you’re safe from certain clauses that could be applied to your contract retroactively. Which means when it comes to the Christian Doctrine, you have very little to worry about. For general contractors, it means that having airtight contracts is essential. Your contracts should always be reviewed ahead of time before you sign on the dotted line. Of course, understanding every small nuance of your contract can be a steep challenge. Consult a Miami construction attorney for assistance highlighting and addressing risky clauses and omissions that threaten to derail your project.
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.