The RIAI 2025 construction contracts have arrived!

A revised suite of standard contracts, ‘Yellow’ and ‘Blue’ form for 2025, have been published by the Royal Institute of the Architects of Ireland (RIAI), in conjunction with the Construction Industry Federation (CIF) and the Society of Chartered Surveyors Ireland (SCSI). These contracts supersede the versions published in 2017. The new contract forms are intended to reflect current industry practices and aim to deliver more efficient and collaborative projects. 

Principal Changes

This article will highlight some of the principal changes from the 2017 forms, as follows:

1. Structural Re-Organisation

What was formerly termed the “Appendix” has been redesignated as the Contract Particulars and relocated to just before the Conditions of Contract. The relevant project details are to be included here and there are helpful additions such as particulars in respect of phased possession, sectional completion and Contractor design. Furthermore, the parties have the ability to select certain optional provisions, such as whether any form of project security or additional insurances such as non-negligence or latent and inherent defects insurance, are required. The Conditions of Contact now comprise Clauses 1-12 instead of Clauses 1-38 in the 2017 forms. 

2. Sub-Contractors 

The contracts now feature a provision addressing Selected Sub-Contractors appointed prior to the main contract being signed, whilst maintaining arrangements for Nominated Sub-Contractors. Of note is the fact that the Architect has discretion to determine whether the Contractor gives a sufficient reason for objecting to the engagement of a particular Nominated Sub-Contractor which was not included in the 2017 forms. The contracts expressly provide that the Employer shall not be liable for any Selected Sub-Contractor.

3. Contractor Design Responsibility

Whilst the contract forms are still Employer led design contracts, the new forms recognise that the Contractor may have design responsibility. In such circumstances, the Contractor must exercise a standard of reasonable, skill care and diligence equal to that which a Contractor having the specific qualifications and experience required to provide such design for the specified works would be expected to exercise. New forms of collateral warranties have been also been introduced for the Contractor and a Sub-Contractor and the forms are included at the rear of the contracts.

4. Limitation of Liability

A welcome change for Contractors is the introduction of a monetary cap on the Contractor’s liability, limited to the amount specified in the Contract Particulars (or if none stated, equivalent to the Contract Sum). As is the market norm, this is subject to a number carve outs including any liability relating to (a) wilful default, fraud or fraudulent misrepresentation, (b) death, personal injury or damage to third party property, (c) loss, damage or destruction for which the All Risks Insurance is intended to cover and/or any liability for which the Contractor is required by the contract to maintain insurance and/or (d) any liability which the Contractor cannot lawfully exclude or limit. The ability to opt out of this provision is dealt with in the Contract Particulars. 

5. Contractor’s Claims-Conditions Precedent

Clause 6.11 of the contract deals specifically with Contractor’s claims. This Clause details the notice periods by which the Contractor must notify the Architect of any matter which the Contractor considers should result in an extension of time or an addition to the Contract Sum or any other entitlement, with the intention of achieving certainty in the notification of claims. A time bar will apply if any claims are not notified within the periods specified. In practice, Employers commonly  amended the 2017 standard forms to include condition precedent language, often driven by banks or financial institutions funding construction projects. 

6. Health and Safety 

A provision dealing with certain legislative requirements under health and safety legislation has been included in new Clause 8. This provides that the Contractor shall:

• enter into a form of appointment, in a form to be agreed between the parties, acting reasonably, as Project Supervisor for the Construction Stage (“PSCS”) and comply with its obligations under the Safety, Health and Welfare at Work (Construction) Regulations 2013 to 2021. If the Contractor is not being appointed as PSCS this will need to be amended accordingly; and
• furnish the Employer with a copy of the Contractor’s safety statement for the works pursuant to the relevant health and safety legislation

7. Partial Completion

If a Contractor can reasonably demonstrate that taking possession of any part of the works by the Employer would have a material adverse impact on a) the sequencing of the works or b) the ability of the Contractor to practically complete the works by the date for completion then they can object within a certain timeline to the taking possession of such part by notice in writing. If the Architect is satisfied that the Contractor has demonstrated that there would be a material adverse impact, the Employer shall not be entitled to take possession of any such part of the works stipulated in the draft partial completion certificate issued by the Architect.

8. Avoiding and Resolving Disputes

The revised contracts stipulate that the parties will endeavour to revolve any dispute or difference by negotiation. As with the 2017 forms, disputes can be referred to conciliation and arbitration however the parties have the ability to opt out of arbitration as a dispute resolution procedure. Finally, if a dispute has been referred to adjudication under the Construction Contracts Act 2013 then the same dispute shall not be referred to conciliation or if already referred to conciliation it shall be immediately adjourned.