Correlation and Intent:
The Message of the Contract Documents

by Jim Atkins, FAIA, and Grant A. Simpson, FAIA

What is the quality of your intent?
—Thurgood Marshall

Perhaps the most contentious issue between architects and contractors today is that of the intent of the contract documents. The documents are intended to represent what the building will look like when it is completed, however, they do not include every part, every dimension, and every minute detail that is required to build the building. Architectural construction documents, by definition, are intended to compose a detailed description of the design but are not intended to be detailed instructions for how to construct the project. Contractors must bring quality knowledge of construction practices, means and methods, as well as a skilled understanding of sequencing of construction and coordinating the work of subcontractors in order for a project to be successful.

A201-2007, section 3.12.4 also requires that contractors provide detailed shop drawings and submittals:

“…to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents…”

Thus we have the process of expressing a concept and detailed description of the design for a completed building through a set of construction documents. It is intended to be a complete concept and description of the design, with no gaps or omissions.

For many years this contractual requirement was typically followed, yet in recent times many contractors attempt to interpret drawings on their quantitative face value, completely disregarding the contractual mandate of correlation and intent.

This article is about the correlation and intent of the contract documents. It is not a declaration that all document omissions should be forgiven, but it is our observations of the demise of a valid process that could be followed were it not for our legal system and opportunistic contractors and owners.

A long proven process

If we notice a few errors in the work of a proven master, we may and even will often be correct; if we believe, however, that he is completely and utterly mistaken, we are in danger of missing his entire concept.
—Franz Grillparzer

The very first edition of The Architect’s Handbook of Professional Practice, known then as The Handbook of Architectural Practice, published in 1920, includes The General Conditions of the Contract, Standard Form of the American Institute of Architects. The form is the third edition, copyright 1915, and in Article 2, Execution, Correlation and Intent of Documents, it states:

The Contract Documents are complementary, and what is called for by any one shall be as binding as if called for by all. The intention of the documents is to include all labor and materials reasonably necessary for the proper execution of the work.

The process was well established and obviously very successful. Contractors know the intricacies of means and methods of construction, including sequencing and directing the Work, and they determine the precise elements that are required to complete the construction. The architect can only convey the overall message of the description of the design expressed in the documents. No set of documents is perfect, thus the concept of correlation and intent of the contract set of documents is required to allow construction of the complete building.

This wording is also included in many past versions of A201; including AIA Document A201-1997 as well as the most current A201-2007 with minor changes, as follows:

1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all;

As you can see, the concept of “correlation and intent” is not new, and in most of the last century it worked quite well. Contractors routinely acknowledged that a building parapet should be built generally the same on the entire building although there was only one section cut in the drawings. Contractors recognized that conditions would change in various places along the parapet and that the flashing or the framing may need to vary.

Contractors did not send an RFI to ask precisely how the varying conditions should be constructed, and they didn’t file a claim when an additional piece of blocking was needed to accommodate the condition. The same essential wording that they followed in providing a complete building for the owner is the same wording that is routinely used today to ask for more money.

Independent confirmation of our opinions about correlation and intent, as well as the intentions espoused by The Architect’s Handbook of Professional Practice, and the AIA contract documents, can be found in the AGC’s ConsensusDOCS 200 – 2007, Standard Agreement And General Conditions Between Owner And Contractor, which states:

14.2.1 The drawings and specifications are complementary. If Work is shown only on one but not on the other, the Contractor shall perform the Work as though fully described on both consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results.

And,

From 14.2.5…Information identified in one Contract Document and not identified in another shall not be considered to be a conflict or inconsistency.

The concept of correlation and intent cannot and should not be considered esoteric to architects. Correlation and intent is a well established concept, shared and practiced by many parties for many years.

Reasonably inferable

It is quite true, as some poets said, that the God who created man must have had a sinister sense of humor, creating him a reasonable being, yet forcing him to take this ridiculous posture, and driving him with blind craving for this ridiculous performance.
—David Herbert Lawrence

The concept of correlation and intent not only stipulates that “work called for by one contract document is as binding as if called for by all,” but it also requires the contractor to provide work that is reasonably inferable from the contract documents. A201-2007, section 1.2.1, requires:

…performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results.

Likewise, the ConsensusDOCS 200-2007, in Article 3, Contractor’s Responsibilities, section 3.1.1, states:

The Contractor shall provide all labor, materials, equipment and services necessary to complete the Work, all of which shall be provided in full accord with and reasonably inferable from the Contract Documents as being necessary to produce the indicated results.

However, some seek to disregard the “reasonably inferable” requirement. For example, the mechanical, electrical, and plumbing drawings on a project indicate the water cooler model number and show its location, but they do not specifically detail a power outlet. The contractor submits a claim to add the electrical power, alleging that the drawings did not require it.

Did the contractor have sufficient information to reasonably infer that power was required for an electric water cooler? Do not electric water coolers usually require electric power? Do contractors normally complete installation of electric water coolers without installing electric power? You can see the absurd dimension to which this well established concept is being disregarded and abused in the industry.

The RFI game

You gonna do something or just stand there and bleed?
—Wyatt Earp, from the movie Wyatt Earp (1994)

The Request for Information (RFI) appeared in the 1970s as a means of documenting the contractor’s questions to the architect. Prior to that time, the same types of questions were asked, but communications were more casual and no documentation of the question or the timing of the answer was kept. Contractors were apparently more concerned about how the building was to be constructed, as well as more confident in their ability to estimate a complete project.

The RFI provided a vehicle for contractors seeking to make claims founded in alleged shortcomings of the architect, both in document content as well as delay in answering the question. This process is addressed in greater detail in our article, “Shootout at the RFI Corral,” scheduled for publication later this year. (Authors’ note: The RFI article has been published as, “RFI Shootout” in abbreviated form by Texas Architect, May–June 2008.)

Today, the RFI game is played quite effectively by many contractors to their gain. The correlation and intent of the architect’s documents is not respected and not followed. The RFI process is used on most projects and is the greatest consumer of the architect’s construction administration time; more than shop drawings or observation. In fact, some argue that it robs the architect of valuable time that could be spent to the owner’s benefit.

What went wrong?

My failures have been errors in judgment, not of intent.
—Ulysses S. Grant

What happened to the industry’s respect for and adherence to the correlation and intent of the contract documents? Contractors may argue that it was dashed by architects who attempted to require scope that was not reasonably inferable from the documents. AIA Document A201-2007, General Conditions of the Contract for Construction, states in Article 4.2.12:

Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents…

Architects who seek to add scope not adequately expressed in the documents do not help the cause of correlation and intent. Architects are human, and they commit errors and omissions in their documents. They must make interpretations and decisions that are fair and reasonable in their contract administration efforts.

Many contractors are justified in their quest in seeking information that is not expressed in the contract documents. It is the widespread misuse of the RFI process and the general disregard for the correlation and intent of the documents that fuel this article. Were it not an issue that continually plagues and damages architects who produce appropriate and sufficient contract documents, this issue would not be raised.

Damages done

It is better to discuss things, to argue and engage in polemics than make perfidious plans of mutual destruction.
—Mikhail Gorbachev

It is beneficial to observe who is damaged by this refusal to comply with the contracted requirements of correlation and intent. Obviously, the owner is the most damaged because the contractor is refusing to build what the documents require, or what can be reasonably inferred as what is required. Contractors sign a contract to provide “all labor and materials necessary for the proper execution of the work,” yet they later claim that they need more money to complete the same, unchanged scope of work.

Architects are damaged because it appears that they did not provide contract documents that adequately expressed the design intent, and owners wish to be made whole for the omission. When the money target more commonly known as professional liability insurance is added to the mix and some legal action is spread around, damage to the architect is usually imminent.

Contractors are damaged because the RFI process has become known as a claims vehicle. Each side struggles with its protective wording and actions, and otherwise beneficial relationships are damaged or destroyed. The damage of the actions of individual contractors eventually erodes the public relationships of associations, and, before you know it, once cooperative and benevolent interactions are compromised.

Take the covers off the deck guns!

It seems to be a law of nature, inflexible and inexorable, that those who will not risk cannot win.
—John Paul Jones

What can be done to increase protection for the architect and lower the risk created by the RFI and contractor claims process? Obviously, business as usual will not suffice. If architects wish to decrease their risk in this game, they must take positive action. Architects cannot sit by as mere observers and expect conditions to improve.

As we have promulgated on more than one occasion, carry a copy of the A201 General Conditions of the Contract for Construction that applies to your project in your briefcase or laptop. Be ready and willing to quote from it when the contractor attempts to rewrite the rules and tries to get paid a second time for work already rightfully required by the contract documents. Make sure the owner understands what he or she is entitled to under the terms of the contract.

Remember that any party looking to drive a wedge between the owner and architect by citing minor errors and omissions in the documents as a failure by the architect, can always find some something wrong with the documents. This is because no set of documents is perfect, a subject thoroughly explored in two chapters, “A Loss Cause”The expectation than no set of documents is perfect is also clearly acknowledged by the AGC, as explored previously in this article.

Conclusion

Freedom is the sure possession of those alone who have the courage to defend it.
—Pericles

At least for the near future, it can be expected that the architect’s documents will continue to come under attack by parties who do not understand or do not wish to follow the requirements of correlation and intent. The contractor will continue to be required to interpret correlate and coordinate with them construction document requirements through their estimates and their work plan. Contractors will continue to be contractually required to subcontract and buy out their projects with the obligation of effectively fulfilling the requirement for providing a completed project as it is expressed in those documents.

It is equally certain that some contractors will continue to make claims against the designer’s intent for a completed project based on face value rather than the actual contract requirements. It has proven to be a fruitful endeavor, especially on public work.

Do not think that the issue of correlation and intent can justify insufficient documents. You must adequately express the design intent and you must own up for errors or omissions you have committed. The message of the contract documents has not changed or wavered since 1920; it is the same as always. However, assailants of the concept have found the argument to be vulnerable, especially in claims settlement negotiations, where the concept is never tested, but only negotiated, often on nuisance value.

The message of the contract documents remains alive, but it is not always well. You must administer the construction phase with the awareness that the contractor may attempt to claim that the message of the contract documents is not clear, and, accordingly, you must provide construction administration fairly and document effectively. And, along the way, remember to be careful out there.