Construction contracts are often daunting stacks of paper. It is
not uncommon for even basic standard form agreements to include
fifty plus pages of general conditions, plus appendices, schedules
and other attachments.
In reviewing such contracts, where does one start and what does
one focus on?
Keep in mind that virtually every construction contract will
include some form of "whole agreement" clause. This
clause will state that the contract contains the whole agreement
between the parties and that there are no other representations,
warranties, collateral agreements, or conditions other than as
expressed within the construction contract itself. The point of a
whole agreement clause is to ensure "that the obligations of
the parties will be determined in accordance with the written terms
of the contract, not extraneous negotiations and discussions that
have not been reduced to writing" (Houle v. Knelsen Sand and Gravel
Ltd., 2016 ABCA 247). In other words, unless it
