I was retained (in Oct. '06) by a person to prepare documents to renovate mixed use structure. This work included a Site Plan for review by the local governing agencies. Our agreement was structured as a fixed fee with additional work to be performed at an agreed hourly rate. As time moved forward the property was sold (in Dec. '08) to a new owner with all previous agreements between owner and architect to remain in place. After the site plan was accepted, the building permit was issued, and the building was enclosed (in June '09). Then the owner retained an Interior Design firm for consultation. The firm happened to be old family friends of the owners son. As the world turns - the interior firm has taken a position to direct the project, its schedule, the owner, builder, and the electrical, mechanical, and plumbing sub-contractors without my input. Why? The owner has told me not to have any contact with the interior firm and if I do then I am impeding progress of the work. Today, I am at wits end. The builder has successfully re-filed the paperwork required for a permit extension - using the original set of documents (my set) for that purpose. Still the building department will need a new set of as-builts prior to the certificate of occupancy being issued when the project has met all the governing agencies requirements - including my original site plan - which also, is being modified at the owners request. Like I said, I'm at wits end. The Interior firm doesn't inform me of their work, the owner doesn't want me to talk to them, and the owner wont fire me. So, my question is how do I resign from this project without compromising my legal responsibilities? There is more to the story - but in my thirty years of practice I've never experienced a client who disregards the architect of records standing and compliance requests. I've had enough of this client's antics and micro-managing! All responses will be considered.
The contract is a standard one based upon AIA B141. My lawyer and I generated it many years ago and it has been successfully tested - we won an arbitration issue. However, this is the first time that I really want to bail out of a relationship with an abusive owner: the structure is good, the guts are in place, and the builder is competent enough to get the owner into the building with all parts in place and working. The owner insists that he is the "boss" - and is perfectly willing to assume the role of the "micro managing control freak". This is on top of the fact that he doesn't want me to communicate with his consultants. Short of speaking to my attorney - I am reaching out to my peers for some advise first.
randy1: I strongly advise that you start conversations with your E&O Insurance company before you go too far down this path. You don't want to inadvertently precipitate a claim that you otherwise might avoid by staying (unhappily) involved in the project.
randy1, if you truly have an executed AIA B141 that has not been modified, or at least not modified in the areas pertinent to your current problem, then you should have a lot of protection and some good options. However, you absolutely must speak to your lawyer before exercising any of those options. Your insurance company should also be consulted as BlueGoose recommends.
Let me preface my response by saying that you should listen to the advice above and contact a lawyer and your insurance provider and get their recommendations first...
...But, I'm pretty sure the AIA B141 contract has a termination or suspension clause which specifically allows either party to terminate the contract. I believe there's a seven day notice requirement, and once enacted it absolves the architect from liability related to delay or damages to the owner as a result of the termination. You should confirm that your agreement includes this clause.
Also, your lawyer should comment on the transfer of contract from one owner to another. I doubt you are legally responsible to honor your contract if the named signatory on it is no longer the current client. I doubt they can legally transfer YOUR contract to another person without your written consent.
I think your other defense, which you should talk to your lawyer and insurance about, is that you can not reasonably fulfill your contractual obligations because you are being prohibited from participating in the construction administration phase. This may be a liability because it is your responsibility, as the architect of record, to regularly review construction progress and note any deviations from the contract documents, which I assume your produced. If it was me, I would not feel comfortable signing off on a job which I cannot provide construction administration services for.
But again, contact a lawyer...and keep us posted on whatever happens.
This sounds like its more complex than your short post can describe, but based on what you've said there should be clear options, but it must be based on what your contract says. Without reading the contract, here's what comes to mind:
a. terminate, with required notice, specifying the clause that describes the circumstances that allow the architect to terminate. If you can only terminate for breach then you need to figure out what they're doing to breach the contract.
b. in the event you can't terminate - go with the flow, but advise the client in writing of the train wreck as you see it, telling the client how much its going to cost him/her in hourly architectural fees to resolve at the end of the day. Your position is that, in order to satisfy your obligations under the contract and your professional responsibility, you estimate ______ hours of work at whatever rates and so on. If they wont cough up, then maybe they'll be in breach and you can terminate.
c. clarify the scope of your limited services, in writing, and advise the client that because the other firm's work is outside of that scope and outside of your responsible control, you have no responsibility for it. How could you? In this case you're attempting to limit your responsibility to whatever drawings you made and filed.
You should talk to a lawyer, but you should also understand your options under the agreement that you signed. The AIA agreements offer a lot more than you might think. The fact that the contract was transferred to a third party makes it sound like there are some things missing from your current form.
advise your client of all of your concerns, preferably in separate letters for each issue. make sure it's all in writing, handled professionally and politely. keep copies.
you may or may not get out of it (though folks above are right: if you haven't messed with the contract too much, you should have straightforward termination language). if you don't get out, you need to have clear documentation that all of the things that you see as likely to go wrong are things that you gave notice about. that way you'll have some cover when they do go wrong. they can try to hold you responsible when they go against your recommendations but at least make it harder.
A general question that I think we've discussed here recently, and which reveals my contract ignorance: how does a contract transfer with the building project? My contracts (all letter documents) are with a person, or with a person in the role of principle of a corporate entity. Although the contract doesn't say so, if the homeowner or cafe owner sold the building my contract wouldn't follow.
LB, contracts can be transferred, but typically not without the parties to the contract consenting. Your letter agreements probably do not address this issue and there is no great reason why they should on a normal basis. Many owner-generated contracts, however, do contain specific language giving the owner the right to transfer the agreement to another entity. In many cases, architects are fine with this arrangement, but in some cases this could be a dangerous situation. As with all contracts, but especially with custom owner-generated contracts, legal and insurance advisors should be consulted before executing the agreement.
wow! thanks people for all the responses. let me first say that my contract with the owner of this project is based upon the B141. it is not the B141 rather one i had generated with my attorney many years ago and it has been tested in arbitration - we settled in my favor. when the property sold to a new owner - i came along with the project because the new owner did not want to seek a new licensed design professional. i had already put two years into this project and the new owner made his decision. i explained the ramifications to this person - and at the time it appeared to be the right thing to do.
as far as insurance goes - i have a basic E&O and i am covered for owners consultants and the work performed by owner supplied consultants. my coverage also includes the work supplied by contractors (shop drawings that are supplied by contractors and their sub - contractors). that being said my coverage only goes so far when it comes to releasing my liability or resigning from the project. this is the tricky part. in the event i do resign from the project the new licensed design professional and i will need to get together and transfer all the documents, information with all the attached shop drawings, interior design documents, etc.. - i am not sure that the new design professional will accept and assume the liability that would be attached to all these documents. certainly - not totally my problem, but, as a professional courtsey and in the spirit of transferring the project in good faith i would give that firm/person my best by including the information needed for a smooth transition.
this is the crux of the situation i am facing. my attorney and i spoke today and after he, my insurance broker, and i meet on monday, i will be better informed on how to make the transfer. so far i've been told that i have been way too nice in my dealings with this owner. he insists to keep me in the dark while he makes decisions regarding the construction. his actions are reprehensible to this very day.
You should also look to the Building Code. I'm not sure where your located or which Building Code you operate under. There is however language regarding a release by the Architect to the Building Official which basicly states the building has been built as per the contract documents. I have been ask to generate this letter on a number of commercial projects.
How do i resign from a project without compromising my legal responsibilities?
I was retained (in Oct. '06) by a person to prepare documents to renovate mixed use structure. This work included a Site Plan for review by the local governing agencies. Our agreement was structured as a fixed fee with additional work to be performed at an agreed hourly rate. As time moved forward the property was sold (in Dec. '08) to a new owner with all previous agreements between owner and architect to remain in place. After the site plan was accepted, the building permit was issued, and the building was enclosed (in June '09). Then the owner retained an Interior Design firm for consultation. The firm happened to be old family friends of the owners son. As the world turns - the interior firm has taken a position to direct the project, its schedule, the owner, builder, and the electrical, mechanical, and plumbing sub-contractors without my input. Why? The owner has told me not to have any contact with the interior firm and if I do then I am impeding progress of the work. Today, I am at wits end. The builder has successfully re-filed the paperwork required for a permit extension - using the original set of documents (my set) for that purpose. Still the building department will need a new set of as-builts prior to the certificate of occupancy being issued when the project has met all the governing agencies requirements - including my original site plan - which also, is being modified at the owners request. Like I said, I'm at wits end. The Interior firm doesn't inform me of their work, the owner doesn't want me to talk to them, and the owner wont fire me. So, my question is how do I resign from this project without compromising my legal responsibilities? There is more to the story - but in my thirty years of practice I've never experienced a client who disregards the architect of records standing and compliance requests. I've had enough of this client's antics and micro-managing! All responses will be considered.
What is your contract with the Owner - is it an AIA document or something else, and does it address either party terminating the agreement?
Also, do you have a lawyer?
The contract is a standard one based upon AIA B141. My lawyer and I generated it many years ago and it has been successfully tested - we won an arbitration issue. However, this is the first time that I really want to bail out of a relationship with an abusive owner: the structure is good, the guts are in place, and the builder is competent enough to get the owner into the building with all parts in place and working. The owner insists that he is the "boss" - and is perfectly willing to assume the role of the "micro managing control freak". This is on top of the fact that he doesn't want me to communicate with his consultants. Short of speaking to my attorney - I am reaching out to my peers for some advise first.
randy1: I strongly advise that you start conversations with your E&O Insurance company before you go too far down this path. You don't want to inadvertently precipitate a claim that you otherwise might avoid by staying (unhappily) involved in the project.
randy1, if you truly have an executed AIA B141 that has not been modified, or at least not modified in the areas pertinent to your current problem, then you should have a lot of protection and some good options. However, you absolutely must speak to your lawyer before exercising any of those options. Your insurance company should also be consulted as BlueGoose recommends.
Let me preface my response by saying that you should listen to the advice above and contact a lawyer and your insurance provider and get their recommendations first...
...But, I'm pretty sure the AIA B141 contract has a termination or suspension clause which specifically allows either party to terminate the contract. I believe there's a seven day notice requirement, and once enacted it absolves the architect from liability related to delay or damages to the owner as a result of the termination. You should confirm that your agreement includes this clause.
Also, your lawyer should comment on the transfer of contract from one owner to another. I doubt you are legally responsible to honor your contract if the named signatory on it is no longer the current client. I doubt they can legally transfer YOUR contract to another person without your written consent.
I think your other defense, which you should talk to your lawyer and insurance about, is that you can not reasonably fulfill your contractual obligations because you are being prohibited from participating in the construction administration phase. This may be a liability because it is your responsibility, as the architect of record, to regularly review construction progress and note any deviations from the contract documents, which I assume your produced. If it was me, I would not feel comfortable signing off on a job which I cannot provide construction administration services for.
But again, contact a lawyer...and keep us posted on whatever happens.
This sounds like its more complex than your short post can describe, but based on what you've said there should be clear options, but it must be based on what your contract says. Without reading the contract, here's what comes to mind:
a. terminate, with required notice, specifying the clause that describes the circumstances that allow the architect to terminate. If you can only terminate for breach then you need to figure out what they're doing to breach the contract.
b. in the event you can't terminate - go with the flow, but advise the client in writing of the train wreck as you see it, telling the client how much its going to cost him/her in hourly architectural fees to resolve at the end of the day. Your position is that, in order to satisfy your obligations under the contract and your professional responsibility, you estimate ______ hours of work at whatever rates and so on. If they wont cough up, then maybe they'll be in breach and you can terminate.
c. clarify the scope of your limited services, in writing, and advise the client that because the other firm's work is outside of that scope and outside of your responsible control, you have no responsibility for it. How could you? In this case you're attempting to limit your responsibility to whatever drawings you made and filed.
You should talk to a lawyer, but you should also understand your options under the agreement that you signed. The AIA agreements offer a lot more than you might think. The fact that the contract was transferred to a third party makes it sound like there are some things missing from your current form.
advise your client of all of your concerns, preferably in separate letters for each issue. make sure it's all in writing, handled professionally and politely. keep copies.
you may or may not get out of it (though folks above are right: if you haven't messed with the contract too much, you should have straightforward termination language). if you don't get out, you need to have clear documentation that all of the things that you see as likely to go wrong are things that you gave notice about. that way you'll have some cover when they do go wrong. they can try to hold you responsible when they go against your recommendations but at least make it harder.
randy1 I hope things work out.
A general question that I think we've discussed here recently, and which reveals my contract ignorance: how does a contract transfer with the building project? My contracts (all letter documents) are with a person, or with a person in the role of principle of a corporate entity. Although the contract doesn't say so, if the homeowner or cafe owner sold the building my contract wouldn't follow.
LB, contracts can be transferred, but typically not without the parties to the contract consenting. Your letter agreements probably do not address this issue and there is no great reason why they should on a normal basis. Many owner-generated contracts, however, do contain specific language giving the owner the right to transfer the agreement to another entity. In many cases, architects are fine with this arrangement, but in some cases this could be a dangerous situation. As with all contracts, but especially with custom owner-generated contracts, legal and insurance advisors should be consulted before executing the agreement.
wow! thanks people for all the responses. let me first say that my contract with the owner of this project is based upon the B141. it is not the B141 rather one i had generated with my attorney many years ago and it has been tested in arbitration - we settled in my favor. when the property sold to a new owner - i came along with the project because the new owner did not want to seek a new licensed design professional. i had already put two years into this project and the new owner made his decision. i explained the ramifications to this person - and at the time it appeared to be the right thing to do.
as far as insurance goes - i have a basic E&O and i am covered for owners consultants and the work performed by owner supplied consultants. my coverage also includes the work supplied by contractors (shop drawings that are supplied by contractors and their sub - contractors). that being said my coverage only goes so far when it comes to releasing my liability or resigning from the project. this is the tricky part. in the event i do resign from the project the new licensed design professional and i will need to get together and transfer all the documents, information with all the attached shop drawings, interior design documents, etc.. - i am not sure that the new design professional will accept and assume the liability that would be attached to all these documents. certainly - not totally my problem, but, as a professional courtsey and in the spirit of transferring the project in good faith i would give that firm/person my best by including the information needed for a smooth transition.
this is the crux of the situation i am facing. my attorney and i spoke today and after he, my insurance broker, and i meet on monday, i will be better informed on how to make the transfer. so far i've been told that i have been way too nice in my dealings with this owner. he insists to keep me in the dark while he makes decisions regarding the construction. his actions are reprehensible to this very day.
thanks much for all the great input!
You should also look to the Building Code. I'm not sure where your located or which Building Code you operate under. There is however language regarding a release by the Architect to the Building Official which basicly states the building has been built as per the contract documents. I have been ask to generate this letter on a number of commercial projects.
so much for yukkky clients!
dont resign, stick with it, it will build your character and make you a stronger person in the end
resigning would be a cop-out
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