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It is true that if you want something in a contract, you must put it in the contract. It is also true that there are things not in a contract that are implied.

A basic principle in the laws in the United States at least is this: if you accept money to do a task, there is a contract. It may be a verbal contract, but it is indeed a contract. Unfortunately, such contracts, if they involve a substantial claim by one party against another, will be sorted out the expensive way--in court.

For an example, when I was a young engineer, I had a small consulting practice for a few years. A friend who sold custom wooden trusses came by with a drawing and asked my opinion. His company said they would pay me $500 for my professional opinion. The request was this--they had accepted a project to provide very deep decorative trusses for the roof of a restaurant. These trusses were made out of heavy timbers and were about 8 feet deep. The drawing they gave me was the architect's, which had three versions on it with the instructions that a professional engineer should select the appropriate one from the three. All three were very well designed, had plenty of steel stiffening plates, adequate bolting and so forth. I examined the three, made my decision, wrote them a letter which I proudly stamped with my PE seal, collected $500 and didn't think any more about it.

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About six months later an insurance adjuster showed up at my office. He started asking me about this work. He informed me that when the first truss was hung, two workers walked out on it, and it immediately collapsed, they fell about twenty feet and one of them was impaled on a piece of rebar sticking out of the concrete. Fortunately he had survived. Unfortunately, I was being sued.

It turned out that the truss company was on hard times and about to go out of business. They had made the trusses from rotten wood, had never added the steel splice plates and had committed other manufacturing defects.

Keep in mind that I had never left my office. I had never visited the truss company, examined the materials of construction or seen the finished trusses. Others had chosen to expand my role in this project because I did not have a descriptive contract limiting my responsibilities. Fortunately I had insurance for such matters and turned it over to the insurance company.

Long story short, in another year I spent a day in a deposition. Then I was present when the issue was going to trial. As often happens, the matter was settled on the courthouse steps the day the trial was to begin. Neither side wanted to risk going in front of a jury--this is normal. Yet, even with insurance, I was tied up in this matter for about two years.

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These kinds of matters do not just happen to small players in small contracts. Over the years I have seen many large corporations that were involved in large contracts end up in disputes which never would have happened if they had taken the time to write a solid contract. Over the years, I have made a substantial portion of my living as a consultant, being an expert witness in such matters.

As we continue procurement month here at Paperitalo Publications, we'll dive next week into the basic elements of a contract that will have a good chance of keeping you out of trouble. This will be a high level but instructive look.

Have you ever been involved in a contract dispute? You may take our quiz this week to share your experiences.

For safety this week, please remember this--safety is implicit in all contracts you sign. Whether for buyer or seller, safety responsibility is difficult to avoid, as it should be.

Be safe and we will talk next week.

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