I have been practicing construction law for more than three decades now. Over that time, I have had the opportunity to speak to a wide range of groups—owners, consultants, contractors, subcontractors, and industry associations. At the start of many of those presentations, I start the same way: I ask the audience to close their eyes. Then I ask them to put up their hand if, over the past six months, they have read every contract they were responsible for—from beginning to end.
The result is always the same. Very few hands go up. Typically, it is well under five percent. They I ask them to open tier eyes.
That result is not surprising. In fact, it is entirely understandable.
Modern construction contracts are not easy documents. They are long, dense, heavily amended, and often layered with supplementary conditions, schedules, and incorporated documents. Even standard form contracts—once relatively readable—are now routinely modified to the point where they bear little resemblance to their original form. Add to that the time pressures inherent in bidding and project execution, and it becomes clear why so many people simply do not read them in full.
It all goes against the very essence of having a contract: namely a tool for communication and recording of an agreement made.
There is also a practical reality. For many in the industry, sitting down to carefully read a 100-page contract, with legal language and cross-references, requires a level of patience that is difficult to justify when there are deadlines to meet and projects to price. More than once, I have joked in presentations that getting through a full contract these days may require not just time, but a series of strong cups of coffee—or something stronger.
But here is the problem: whether or not you read the contract, the contract still governs.
The allocation of risk on a construction project is determined primarily by the contract. That allocation does not change simply because the document is difficult to read or because there was not enough time to review it. The risk is still there, embedded in the words, waiting to be enforced if something goes wrong.
And things do go wrong. Delays occur. Site conditions differ from what was expected. Design issues arise. Payment disputes emerge. When they do, the first place everyone turns is the contract.
At that point, it is too late to discover what was agreed to.
One of the most common patterns I see in disputes is that the parties have focused heavily on the numbers during the tender process—pricing, margins, hours, linear feet, contingencies—but have paid far less attention to the words. Yet it is the words that often determine whether those numbers hold up.
For example, a contractor may carry a contingency for delay, but the contract may contain notice provisions that are so strict that failure to comply results in a loss of entitlement altogether. Or there may be clauses that shift risk for site conditions, coordination, or design responsibility in ways that are not immediately obvious from a high-level review. Those provisions can have a direct and significant impact on cost, but they are not reflected in the price unless they are properly understood at the outset.
In other words, the numbers are only as reliable as the assumptions that underlie them. And those assumptions are, in large part, dictated by the contract.
This is why I often suggest that, during the tender process, more time should be spent on the words than on the numbers. That may seem counterintuitive in an industry where pricing is critical, but it reflects the reality of how risk actually operates.
If a contract allocates a particular risk to you—whether it is delay, escalation, coordination, or something else—then you either need to price that risk or take steps to manage it. If you do neither, the risk does not disappear. It simply becomes an exposure that may materialize later.
That does not mean that every contractor needs to become a lawyer or that every clause needs to be dissected in detail on every project. It does mean, however, that there needs to be a deliberate approach to contract review. Key provisions—those that deal with notice, changes, delays, payment, and dispute resolution—should be understood. Where the language is unclear or heavily amended, questions should be asked before the bid is submitted.
There is also value in developing a consistent internal process. Many successful contractors have checklists or standard review protocols that flag high-risk clauses. Others involve legal or experienced contract administrators at the tender stage, not just after the contract has been signed. These are practical steps that can make a meaningful difference.
Ultimately, the goal is not perfection. It is awareness.
The reality is that construction contracts are unlikely to become shorter or simpler anytime soon. If anything, they continue to grow in complexity as projects become larger and more sophisticated. That makes it even more important to recognize that the contract is not just a formality—it is the framework within which the entire project operates.
So when I ask that question at the start of a presentation, it is not to criticize the audience. It is to highlight a gap that exists across the industry.
Very few people read every contract. That is understandable.
But every contractor is bound by them.
And if the allocation of risk is going to affect your bottom line—and it will—then the words deserve at least as much attention as the numbers.
Construction contracts are more than just formalities—they define your risk, your responsibilities, and ultimately your bottom line. Taking the time to understand key provisions before you bid or sign can make all the difference when challenges arise. If you have questions about your contracts or want to better manage risk on your next project, connect with Dan Leduc and our Construction Law team. We’re here to help you navigate the fine print with confidence.
