Contract Law, Liens and Business Practices
Contract Law
A construction contract is a set of promises the law will enforce: offer, acceptance, consideration and lawful purpose. Know the clauses that decide disputes: scope with inclusions and exclusions; contract sum and a payment schedule tied to milestones or draws; time of performance and delay provisions; a written change-order procedure with the pricing method (fixed price, time and materials with markup, or unit price) and a signature requirement; warranty; insurance and indemnity; dispute resolution; and termination for cause and for convenience.
Massachusetts overlay: home improvement contracts under M.G.L. c. 142A must be in writing and include required consumer disclosures, and the contractor must be HIC-registered. Chapter 93A makes unfair or deceptive acts a consumer-protection violation, and a demand letter opens a 30-day cure window - that clock is a favorite test item. Work must be performed in a workmanlike manner and be fit for its intended use.
Traps: oral change orders, ignoring a time is of the essence clause, confusing pay-when-paid with pay-if-paid, and signing a lien waiver that also releases future work. Note the ABC test of M.G.L. c. 149 § 148B: a worker is presumed an employee unless all three prongs are satisfied, so mislabeling a crew as subcontractors is real exposure.
Worked example: a $12,000 contract with a 10 percent deposit ($1,200), then a $3,400 dormer approved by text message. Rule: no signed change order, no payment obligation. Put the change in writing with price and schedule impact before mobilizing, and bill it as its own line item.
Liens and Business Practices
Massachusetts mechanic's lien law lives in M.G.L. c. 254 and rewards procedure over merit. Anyone furnishing labor, materials, equipment rental or professional services on a private improvement - general contractor, subcontractor, supplier, laborer - may claim a lien on the owner's interest, but only by taking each statutory step on time. Public property cannot be liened; instead, claimants pursue payment bond claims under M.G.L. c. 149.
The skeleton: record a Notice of Contract in the registry of deeds early, before your lien rights can be cut off. For most claimants the outer limit runs roughly 90 days after the last day you furnished labor or materials, and recording of a Notice of Substantial Completion can shorten that window. Later, record a Statement of Claim (the lien itself), then bring a civil action to enforce the lien within roughly 90 days of recording it. Miss a date and the lien dissolves regardless of the debt. These deadlines are treated as jurisdictional - verify against the statute and involve counsel.
Business-practice companions: keep HIC registration current; carry general liability and workers' compensation; track retainage; use conditional and unconditional, partial and final lien waivers; and send monthly statements so your last-furnishing date is documented. On public work, prevailing wage and certified payroll rules apply.
Worked example: a subcontractor finishes June 30. Its Notice of Contract should already be on record; the Statement of Claim is due by late September and suit by late December. Put both dates on the calendar the day you sign the contract.