An Agreement, Drawings find Specifications are the necessary parts of a building contract. Many conditions of a general character may be placed at will in the Agreement or in the Specifications. It is, however, wise to assemble them in a single document and, since they have as much bearing on the Drawings as on the Specifications, and even more on the business relations of the contracting parties, they are properly called the "General Conditions of the Contract." As the Agreement, General Conditions, Drawings and Specifications are the constituent elements of the contract and are acknowledged as such in the Agreement, they are correctly termed the Contract Documents. Statements made in any one of them are just as binding as if made in the Agreement.
The Institute's forms, although intended for use in actual practice, should also be regarded as a code of reference representing the judgment of the Institute as to what constitutes good practice and as such they may be drawn upon by architects in improving their own forms. Although the forms are suited for use in connection with a single or general contract, they are equally applicable to an operation conducted under separate contracts.
As the laws relative to the following matters vary in the several States, and as the statements made below are true only in a broad way, the provisions of the laws of the State in which the building is to be erected should be ascertained from counsel, and the details of the contract documents should be arranged in conformity therewith. Date of the Agreement.
On page 2 the definite system of payment which was printed on the Cover of the second edition, is now printed in the body of the agreement and a blank line is left to permit the easy insertion, when desired, of a clause covering payments for materials delivered but not incorporated in the work. Names of the Contracting Parties.
Ascertain and use the exact name or legal title of the parties. In the case of an individual or a firm, the address of the place of business should follow the name.
If the best practice is to be observed, the name of each partner as well as that of the firm should be inserted at the place where the names of the contracting parties first appear in the Agreement. Thus, "John Brown, Richard Jones and William Robinson, trading as John Brown & Co." In this way the names of all the individuals who are to be made severally as well as jointly liable for the performance of the contract are indicated.
In the case of a corporation, use the exact title followed by a statement as to the place of incorporation, e. g., "Palmer Construction Co., a corporation under the laws of the State of Delaware." In the case of a voluntary association (unless some state statute authorizes the association as such to enter into contracts in its associate name) insert the names of the officers and some responsible members so that all become personally bound by their signatures.
See that the signatures agree exactly with the names of the parties as first written in the Agreement. In the case of a firm, the signature of the firm name by one of the partners, in nearly all cases, binds the firm and each of its members. Obviously, it does not bind special partners except to the extent of their interest. It does not bind the partners in case the contract be for something not within the scope of the firm's business.
On account of the trouble of securing the signatures of the various partners, it is usual to accept the firm name signed by one of them, and in that case the signature of a partnership should be the firm name, by.........., the name of the general partner signing, but again, if the most rigorous practice is to be followed, the signature will consist of the firm name and of that of each of the partners.
The name of a corporation should be followed by the signature of the officer duly authorized to execute a contract, e. g. "Palmer Construction Co., by Peter Palmer, President." The seal of the corporation must be attached or impressed and attested by the proper officer, e. g.t "Attest, Walter Palmer, Secretary."
In the case of a voluntary association the signatures of its officers and of a sufficient number of responsible individual members to insure the carrying out of the financial obligation assumed by the contract should be secured. Authority to Execute a Contract.
(a) By an individual. There is ordinarily no legal bar to the execution by an individual of a contract for the employment of an architect or for the execution of work upon a building.
(b) By a business corporation. It is important to know-
1. That the corporation has the right to enter into the proposed contract.
2. That it has exercised that right by legal action.
3. That the officer executing the contract has been duly authorized so to act by the corporation.
It is common practice to assume that the Agreement, if signed by the president, sealed with the corporate seal and attested by the secretary, binds the corporation. Unless the signer's authority to sign contracts for the corporation is a matter of common knowledge, however, there should be attached to the Agreement a certificate showing that general power to sign is fully vested in the one signing or else there should be attached a special certificate such as the following:
At a meeting of the Board of Directors of the..............duly notified and held in............. . .on......
..........19___, a quorum being present, it was
the................be and he is hereby authorized and directed in the name and on behalf of this corporation, and under its corporate seal, to execute and deliver a contract with..........
for the sum of $.............., said contract to be in such form and subject to such conditions as said........
shall see fit. And said..............
is hereby further authorized and directed in the name and on behalf of this corporation and under its corporate seal, to execute and deliver to said Owner any bond or bonds he may see fit, to secure the performance of said contract by this corporation. A True Copy.
(c) By any authority assuming to expend public moneys. The validity of an agreement between such bodies and an architect for his services is so charged with danger that no architect should enter into such an agreement except under advice of competent counsel.
Witnesses at signing are not necessary. If there are witnesses there may be embarrassment in producing them in case of a contest, whereas, if there are none the signatures may be proved by any competent evidence. Witnesses are of use only when one of the parties claims that what purports to be his signature is a forgery. Seals.
The attachment of the seal is a necessary part of the legal execution of a contract by a corporation.
TITLE PAGE title and location op the work: name and address of the owner : name and address of the architect : titles of documents bound herewith and enumeration of drawings: