There are several types of contracts to be aware of when doing construction work. First, there is the agreement between the owner and the general, typically called the “prime contract.” In addition, there are various contracts, subcontracts, and sub-subcontracts with other contractors and suppliers.

Typically, a general tries to tie all the contracts, subcontracts, and sub-subcontracts back to the prime contract, without letting any of those parties down the line know what is actually in that major document. If you are a down-line subcontractor or supplier, you have the right to a copy of the prime contract. It makes sense that if you are bound to it, a copy is needed.

General contractors typically don't like subs meddling in their businesses. However, they have no problem with binding a sub to something that he has never read or had the opportunity to see. To protect yourself, simply write the general contractor a letter requesting a copy of the prime contract.

Be persistent

Sometimes they respond by saying “come to the office and view a copy.” But this plan doesn't help three months later when you need to know what is in the document and have already forgotten what it said. Stick to your guns and once again request a copy, but this time by certified letter. Then they may ask you to pay for the copies and mailing.

My response to that payment request states: “Please send a copy of the prime contract without expense to our firm, which is considered as something that is expected and standard in the industry. It would be like you requesting documentation from us that is your right to have. Sending it to you would be considered part of our business expense. Plus, the general is required to furnish complete copies of the contract documents, and the prime contract is surely an important part of that package.” Remember that just making the prime contract available for review is not sufficient.

If this approach fails, contact your attorney. He can get a copy for you.

Protect yourself

Don't give up on this request.

Somewhere in the subcontract is this wording, or some version of it. “The subcontractor agrees to be bound to the contractor to the same extent that the contractor is bound to the owner by the terms and conditions of the prime contract... He also agrees to be bound to the contractor to the same extent that the contractor is bound to the owner by the final decision of a court of competent jurisdiction, whether or not the subcontractor is a party to such proceedings.”

This statement is really saying that if the general contractor doesn't get paid for any reason, you don't get paid either. It's called the “flow down clause.”

The general contractor could have been late with his paperwork, or failed to enter something in the package in a correct manner, so the owner holds up the check for that month. That's not your fault, but doesn't matter. You still do not get paid.