If you are a partner in a limited partnership or a general partnership, you hold an equal share to that of all partners involved. Check your state laws though as states regulate the finer points of GP, LP and LLPs.

Some states differentiate in writing the difference between a 'partner' and an 'associate.' If you're not a full-fledged partner with an ownership interest, you hold no liability.

In addition, if a lawsuit were to occur (which is more than likely will)... some states will specifically sue the person who previously worked for the company in the role you assumed.

Your firm should really look at selling packaged project insurance for larger jobs like this. It can be costly but it allows the client to file claims and sue without necessarily burdening your firm. However, if this firm has had a lot of previous troubles... well, insurance may cost you more money than your firm can make.

Thanks for your response Unicorn. I'm not a partner, and there's no LLC...for some reason I thought not having an LLC added liability risk to other employees, including non-partners. I'm just hoping my participation during construction doesn't get me involved in a lawsuit years down the road.

you're over reacting a bit...

1 - public agency when interviewing your company made sure your company was an entity they may hire for archtitecture services and the proper insurances were in place

2- you have no ownership in the company right? so unless you willfully sabotaged the job, no problem there. and if you're employer tells you there may be repercussions - hire your own lawyer.

3 - most likely the contracts call for arbitration, so you will go before a arbitrator who is well versed in the world of construction.

4 - if it goes into a lawsuit the insurance company will assign a lawyer who is also well versed in the world of construction and probably will know the arbitrator. if the publica agency does not hire a lawyer well versed in construction the arbitration will be entertaining.

5 - you're allowed a good bit of error and omisions by accepted industry standards, 10%-15%

6 - if it's existing conditions, not anyone's fault, besides client unwilling to spend extra money for proper research at start of job.

7 - keep a fat paper trail, a fat one. the more paperwork,, the more they have to pay their lawyers and the more they have to pay their lawyers the more likely they will drop the case or settle.

to confirm, you are not the architect of recored, correct?

by hiring your own lawyer, i mean to protect yourself form your employers threats, which would be illegal and not in their best interest as you may be the star witness.

Olaf,

Thanks....No, I'm not the architect of record. I am just the sole construction manager for the project. It's a ground-up building which includes the rehabilitation of an existing structure. It's almost complete...but there have been many battles along the way.

This contract is not a standard AIA contract. It is a city agency that uses their own contract...and that contract doesn't have some standard clauses or other important language protecting the architect and our consultants. They apparently refused to negotiate the terms of the contract because, they claim, it is a boilerplate city contract, and we would not get the job if we didn't agree to their contract terms.

Our firm, of course, has the necessary insurance...so I know that most likely it's not a problem. I just worry that this is the type of agency that would take advantage of any and all loopholes in our firm...Their number one priority is $$$, and I think they would pursue any avenue to get it, even if that meant ruining the financial wellbeing of any individual.
One thing is for sure: We've learned our lesson...We're not working with them ever again.

wait - are you the CM on the project, or are you just using that term loosely?

As a general statement, your role as an employee of the firm is unlikely to expose you to any real financial exposure unless, through your work, you are deemed to have acted in a professionally negligent manner.

In the event a court were to assign legal liability to the work of the design firm, I believe the court would allocate damages first to E&O insurance, then to the assets of the firm, then to the assets of the firm's owners and then - and only then - to the assets of any employee found to be legally negligent in the performance of his or her duties.

Moreover, if you are not a licensed professional, I would deem it virtually impossible for you ever to be assigned any negligent liability, unless you willfully and knowingly made, and implemented, decisions that caused someone grievous harm. Supposedly you are working under the supervision and guidance of a licensed professional -- that licensed supervisor is where the true responsibility for errors and omissions rests.

It is important to understand that a corporate structure -- whether that be a C-corp, an LLC or a sub-S corp - generally does not insulate the owners of a firm from "professional" liability. The corporate veil shields the firm's owners only from commercial liabilities, such as bank debt the firm might be unable to repay - that's why banks generally require the owners of C-corps to provide personal guarantees when issuing commercial loans.

As licensed professionals, we generally cannot hide our professional mistakes behind a corporate structure -- that's why adequate professional liability insurance is so important.

El Jeffe...Sorry...I meant Project Manager...Not construction manager.

Quizzical...very helpful post. I am indeed a licensed architect...I've been responding to and dealing with an ongoing set of issues that have come up throughout the course of this project, only a few of which were as a result of poorly developed architectural drawings, more of which were due to mistakes made by our MEP engineers, and most of which were due to unforseen field conditions. I've actually been doing a good job of responding to these issues, but the bottom line is that it's costing the client more than they anticipated. I actually think the project has moved forward quite smoothly, all things considered.

You said..."As licensed professionals, we generally cannot hide our professional mistakes behind a corporate structure -- that's why adequate professional liability insurance is so important."

Are you implying that because I'm licensed it is recommended that I buy liability insurance to protect myself...even if I'm not a partner in the firm?

FP ... no ... provided your firm purchases E&O coverage with sufficiently high limits and keeps the policy in force, you should be well covered by the firm's policy ... even as an employee.

My sentence that you quoted was aimed strictly at helping people understand that incorporating does not protect firm owners from liability arising from professional negligence.

FP - i don't think an insurance company would even sell you insurance without you having substantially responsibility in the office and projects.

but if you did manage to purchase it, you can bet that the plaintiff's attorneys wouldn't hesitate in naming you personally just to tap that line of compensation.

in other words, if you're purchasing insurance, you're accepting financial responsibility for the work. think carfeully about that.

FP,

You will most likely get a subponea, if your participation in the project is at the level you say it is. You might want to have a sit down with your insurance companies lawyer or your firms lawyer. It can be a scarry thing if you have not been involved in any litigation.
The Cities Attorneys are not your friend but they will try to make you think they are your friend. What they really want to do is get you talking, and providing them with more information than you are actually required. You attorney will tell you to keep your answers short and to the point. If you do, you might find them to be a bit aggressive with you. Don't get flusted, let your attorney handle the situation. They can not badger you! Judges do not like attorneys who badger, but they will give it a shot if they are not getting what they want. Your attorney will step in and make a point of their attorney being to aggressive. All in all it will be a long uncomfortable day but in the end, if you keep your cool, they will pass over you in a trial if your not someone willing to cave into they tactics. All of this said, if you weren't the root of the problem to begin with.

Oh ya, you can get up and go to the bathroom when ever you want..and do ask for bottled water. Dress comfortable and be sure you have enough clothes to keep warm or options to remove clothes if it gets to hot. Just don't get Naked~

In my experience, once the lawsuits start flying around every participant* will be served: the architect, the builder, all the engineers, and all consultants.

*you will not get sued though. As a mere employee you are not a legal entity, and thus are of no monetary interest to the plaintiff.

Provided your not stamping anything and your signature is not on a partnership agreeement, you are fine.

I'm with marlowe - as long as you didn't stamp anything, you're fine.

though - if you stamped something you've got another issue with your employer...

Ok...thanks everyone. Time to concentrate on getting the job done and out of our office forever.

...fat paper trail fat...
to 2nd rusty, everyone will get served anyway (companies)

You are not fine. Individuals are legal entities and can be sued.

The reality is that you can be sued for any reason, or no reason. You can be sued to intimidate, abuse, punish and generally harass you. It is legal in California. It is not a violation of any rules of ethical conduct. No attorney would ever be disciplined for picking you out of a crowd, making up some crazy stuff, lying his ass off and filing a lawsuit against you, just to prove to you that he is tough guy and you are a loser and a wimp.

In some cases, you can get the case thrown out, but probably not in yours. The legislature passed laws to try to curtail frivolous lawsuits, but they aren't effective, and you can end up spending a whole lot of money for an attorney. Even if you get awarded attorney's fees for your defense, trying to collect is a completely different can of worms.

And if you settle - just to escape two or three years of overwhelming misery, uncontrolled attorneys' bills, recurring nightmares, and the constant sense of dread, failure and desperation - that can be recorded against your license, at least in California.

I learned this the hard way, thanks to the lovely, lovely folks at the AIA.

A public agency probably wouldn't do that, but there are no guarantees.

Feel better now?

eje: "I learned this the hard way, thanks to the lovely, lovely folks at the AIA."

OK, I've heard the AIA blamed for just about everything on this forum, but this takes the cake. Please explain.

Quizzical, I would like to explain this, but, as I wrote, anyone can be sued for any reason. I was sued by the wonderful folks at the AIA to silence and intimidate me for exercising legal first amendment rights and to prevent me from continuing to exercise first amendment rights.

It works. It works especially well since I am one unemployed guy, the organization has 80,000 members, and the chapter doing the suing has 3 Pritzker Prize winning architect firms in its ranks, as well as a whole mess of other world famous starchitects and 'prominent members.'

As a result, I am paranoid about saying much for the moment. Even writing this much, OK?

The owners of this site also appear to have close ties to the lovely, wonderful, terrific AIA people. Many AIA members advertise jobs here - bringing in revenue to the site and income to readers, for which we all owe a huge debt of gratitude, right? - and posters to this board can't edit their own posts. If push came to shove, I don't know that the site's owners wouldn't cave in to pressure from the AIA chapter or other influential member(s).

Plaintiffs rarely win defamation actions, but it's very subjective and damages are assumed. People can sue in order to settle, even without a case. Simply by making this post and by citing public facts, I could be threatened or sued. If I could edit it, I could respond to a takedown demand quickly. But I can't. In order to get a post removed, I have to appeal to the site's owners.

So ... to explain, I will have to put together my own web site. It's no exaggeration to say that I seem to be to the fantastic folks at the AIA what Julian Assange is to the US government. Got that?

That's all I'm willing to say right now.

PS - AIA, you are beautiful, wonderful people. I love you and your attorneys dearly. Everyone should join this terrific organization and donate all their spare income to the cause of architecture!

yikes.

i feel like maybe we're getting only one side of the story.

yes anyone can sue anyone, this is true....

eje: I interpreted your first post to mean that you were sued as an individual in connection with your professional role on a project while working at a design firm. What you describe in your second post has nothing whatsoever to do with the original theme of this thread.

quzzical: I pointed out that the original poster ... "can be sued as an individual in connection with their professional role on a project while working at a design firm."

If that is not the theme of the thread, please correct me?

olaf is correct in that anyone can sue anyone, and the suer can get really nasty if they want. I gave an example that's relevant to this board and my personal experience with the profession's primary organization. I think that's relevant.

You are probably correct that E&O insurance will help pay for legal defense, but that doesn't mean that

"...an individual [sued] in connection with their professional role on a project while working at a design firm...."

is off the hook. Their attorney can advise them to $ettle, too.

As to my second post, you asked me to explain. I did. My apologies.

FP, quizzical's posts on this are spot on. Yes, anyone can be sued for anything. Beyond that, depending on your state's laws, you can be sued individually - separately from your firm, incorporated or not - as a licensed professional for anything you do or don't do on anything related to a project. Since I only learned this since becoming a principal in my own firm, I honestly don't know how it relates to a firms' insurance covering their employees' work (I don't have any employees).

If you're truly concerned, you should probably have a talk with your firm's insurance carrier - the insurance firms tend to be very good about supplying advice to CYA and CtheirownA.

To try to explain to non-registered people who might be reading, I'm going to give an extreme example: let's say you're a registered architect working at a grocery store stocking shelves (sadly not uncommon in today's economy). If you stack a bunch of crates in front of a fire escape door, and then someone dies because they can't escape the building, you can be held to a higher level of responsibility because you are a licensed professional who should know better. Your grocery store coworkers who never had to pass a state-administered exam regarding life safety issues can't be held to the same standard. Yes, they can still be sued, because anyone can sue anyone for anything, but there isn't a reasonable expectation that a grocery employee knows about life safety egress issues, while that expectation does exist for a registered professional architect. It's almost enough to make someone not want to get licensed, huh?

eje: As to my second post, you asked me to explain. I did. My apologies.
I for one didn't glean ANYTHING useful from your sarcasm-heavy "explanation". Granted, I'm definitely not the sharpest knife in the drawer, but if you want sympathy for your side of your story you need to explain it better.

For your grocery store analogy...

Isn't there a similar level of liability that a doctor must assist someone who is injured or dying, even if they are not currently working, in an emergency situation?

Yes, I believe so, and most states have "good samaritan" laws to protect doctors from lawsuits that might result if someone believes the doctor was not volunteering to the best of his/her professional responsibility.

Donna, waaaaay past your bedtime.

Drunk people are chewing on some fat here.

Oh wait. Nevermind.

WARNING: LONG OFF-TOPIC RESPONSE TO QUESTIONS ASKED BY OTHERS

donna and others: I'm sorry for the poor explanation. As I wrote, I'm paranoid, OK? It's real. I have good reason.

I sued the AIA over their design awards contests. I entered four times. I sued twice. In small claims court, where attorneys are not allowed, and which is a forum to resolve issues quickly. The first time, I made a due process argument and asked the judge to use his common sense and intervene. He would not; I lost.

The next year, after discovering more about the 'contest', I alleged fraud, unfair business practices, negligence, and discrimination based on religious belief.

In the suit, I also named some prominent architects who were involved, due to the way the 'contest' is set up. The AIA says, basically, "We rely on the expert opinion of our impartial jurors who meet in secret". So they have to be sued to get to the bottom of things.

Significantly, neither the AIA nor the prominent co-defendants denied a single allegation. Instead, they attacked me, claiming that I had 'no right' to sue them over their contests. They claimed that I was bullying them, that I had 'sour grapes' for challenging a 'contest' that I alleged to be a 'sophisticated scam.' They blamed me, a victim, instead of explaining themselves.

Equally significant is the fact that the small claims court did not dismiss my case against them prior to the hearing. The AIA asked twice and were denied twice. That means that the court found that my small claims suit was not frivolous, despite the AIA's many, many claims that it was.

I did not prove my case - time was short and the judge did not even question the defendants - and that should have been the end, unless the AIA wanted to appeal their motion to dismiss. Appealing the motion to dismiss would have meant a new trial on my original claim, in a more formal venue. Since they did not appeal, I assume that the AIA was fearful that they would lose in a 'real' lawsuit on a claim of fraud.

The AIA retaliated by suing me in Superior Court for 'abuse of process.' They asked for actual damages, punitive damages, exemplary damages and injunctive relief. That means they wanted to make an example out of me, punish me and stop me from challenging their so-called 'contests.' They asked for a jury trial, as if an inner city jury would think that taking a huge organization of people who represent filthy rich folks to small claims court would be an abuse of the legal system. Later, during settlement talks, the AIA included a demand that I not have contact with AIA members or I would be subject to liquidated damages. In other words, it could cost me thousands of dollars to look for a job, call up old friends or bump into my neighbors. Now, if you wouldn't call the AIA folks lovely, wonderful and terrific, what would you call them? In print?

I hired an attorney and we eventually had the AIA's case dismissed without a trial.

The statue that we cited was enacted by the legislature to prevent abusive lawsuits by large and powerful entities against small parties, where the lawsuit arises out of protected activity.

In other words, the court found that I had a legal right to sue the AIA for fraud, unfair business practices, negligence and discrimination, but that the AIA had not shown that it had any chance of prevailing in a suit that claimed my small claims actions abused the legal system.

That process, however, took more than a year, and I had to spend thousands of dollars on an attorney. During one hearing, the AIA's attorney made it clear that they were acting on behalf of the AIA's 'prominent members.' They seemed to be arguing that stature and prominence should insulate them from lawsuits. Like, "You can't sue us! You're a nobody and we're important people! We do whatever we feel like!" That I was being sued, not because my claims were inaccurate, but because I was inferior as a person and as a human being. That I deserved to be sued because I was a loser. Their suit seemed vindictive and personal. Intended to humiliate and belittle me and increase the importance of AIA big shots at my expense.

In your example, you cite a person who gets sued as a result of a death. I was sued in retaliation for standing up for equal protection and to to be free from fraud and unfair business practices at the hands of architects. This is a professional paradigm that I would like to see changed: that the measurement of a well-designed building relates to the stature and public prominence of the designer and to the building's visual appearance. It is idiotic. In my opinion, it also violates the equal protection clause and seems to be a recipe for corruption and graft. Challenging this seems to threaten the AIA to its core.

In August, the Court awarded me $1000 in attorneys' fees - the least it could justify - to be paid within 30 days. The AIA said I should get no money - zero dollars - contrary to rights explicitly granted by language in California state law.

The AIA did not obey the court order. Instead, their attorneys tried to get me to sign a 'settlement agreement' which, if I signed, would prevent me from collecting the court-ordered fees.

This is like an ex-husband whose attorney swears he will make his late child support payments if only the ex-wife would sign some paperwork first to make nice. Yeah, sure. Nice try. Love you, too, sweetie!

So now I'm taking take these deadbeats back to court. I've asked the court to find the entire Board of Directors and the attorneys in contempt and to reconsider evidence of fees that wasn't considered at the first hearing for procedural reasons.

I've filed complaints with the Bar Association over their attorneys, who I'm no longer on speaking terms with. The Bar Association won't do anything because what the AIA attorneys did is 100% OK, apparently. We'll see. Other attorneys have used words like "incredibly stupid". I haven't complained to the California Architects' Board because its packed with AIA members, some of whom have 'won' this 'contest', lol!

It's difficult to contain my anger, and I would like to call the AIA a pack of !@#%^&*. But they have already shown that they are willing to sue without good reason, to shut me up and drain me of energy and resources. [I've left out most of the settlement discussions, which was another pile of garbage].

I hope that's clearer? I couldn't make this up---I feel like I'm in a John Grisham novel. It's involved and it's been going on for years and I'm burned out and it's hard to put in a form that Twitter fans or archinect readers would get in a few sentences.

Again, apologies for any misunderstanding or if I offended anyone in my earlier posts.


eje

eje - what a freaking loser you are. Can't imagine a more self-destructive approach to life. Get some help, man.

eje thank you for explaining it fully - a long post indeed, but necessary, apparently! It sounds like a completely fucked-up situation - the way you explain it, the AIA countersuit seems ridiculous, and the whole thing sounds once again like a situation where the only people who "win" are the lawyers.

Eje

Did you ever watch goodfellas? Seiosuly...I am not going to to take sides here and maybe you are way off or maybe your AIA is way off...either way law follows common sense.

And if it don't you call your local good fella chapter, ca peach!

If you remember the goodfella I am talking about narrates why at 13 he befriended the mob, the guys who careed about the little man...not the english pricks who want more english law and swoird action. AiA is english by every means.

@babs - You sound like a real winner to me. Quick question, if you're so good? What's the best style of architecture? What style would you recommend? Thanks in advance.

@Donna - I haven't spoken to anyone who thought the AIA countersuit wasn't ridiculous. Typical reaction is shock. Disbelief.

@olaf - I saw Goodfellas. I'm not sure the movie applies, but the AIA has turned out not to be what I expected.