Because Contract Management should also be fun, we are now launching a series of posts based on popular music. This is the first one but keep tuned to https://afitac.com if you want to read the others when they come out. Better to bookmark or to connect to the LinkedIn page by clicking on the icon on the right.

So, here we go and start with “Satisfaction” from the Rolling Stones. If you want to listen – in parallel to reading this post – you can click here:

Satisfaction in contracts

Often, we find the word satisfaction in contracts in those provisions where the “works have to performed to the satisfaction of the Employer / Engineer”. For Employers that makes perfect sense! They are paying the Contractor for the works and hope to be satisfied with the results.

What’s the problem with this?

Contractors are not in the business of selling satisfaction; there are other businesses for that ;-). What Contractors do sell is to execute the works in accordance with the contract.

What are we missing? Wouldn’t the Employer/Engineer automatically be satisfied if the works are performed in accordance with the contract?

Well, if humans were like robots and programmed as follows: [if works are in accordance with contract, then be satisfied], there would probably not be much of a problem. But human nature is different. Mick Jagger is clearly singing it. He can’t get no satisfaction. “Cause I try and I try and I try and I try I can’t get no, I can’t get no”. However white his shirts would be, he wouldn’t be satisfied because of some unrelated issue. He didn’t like the man that was promoting the detergent.

It is very difficult for a Contractor to get the Employer 100% satisfied. That’s like aiming for perfection. Reasonable contracts do good efforts to avoid this pursuit of perfection. A good example are the provisions related to substantial completion. Minor defects can be put on a punch list to be resolved after the taking-over.

How to fix it when you encounter satisfaction in contracts?

Simply replace wherever is stated “the works shall be performed to the satisfaction of the Employer/Engineer” with “the works shall be performed in accordance with the contract”. That’s an easy fix.

I see some Employers/Engineers wonder that this will put a heavy burden on preparing the contract. Yes, a contract should be well made with a clear scope of works and clear rights & obligations. Don’t forget that executing the works is even more complex than writing the contract and the Contractor should concentrate on that. Not on the pursuit of pure satisfaction of the Employer/Engineer that may be unrelated to the works. I hate to imagine the compliance problems to reach satisfaction in contracts.

Put the right people on preparing the contract, keep it simple and avoid ambiguity (often introduced by either party with the intention to benefit from it, later on, in case of conflict).

If it is too much of a burden to correct the contract at the last minute or if there is resistance to change these words (“we have always done like this”), you can still “program” the Employer’s Representative or Engineer like the robots we mentioned above. Put a definition around satisfaction. Something like: “wherever ‘to the satisfaction of the Employer/Engineer’ is stated in this contract, the Employer/Engineer is deemed to be satisfied if the works have been executed in accordance with the contract”.

Thank you, Mick, for helping people-working-on-contracts have fun when thinking about how contracts should be! Music helps us to relax. And that’s good for becoming reasonable and satisfied! More to come in future posts.

Click here for other blog posts of the series “Contract Management & Music”.

About AfiTaC

AfiTaC.com is the blog on commercial and contractual subjects for the Project Businesses (Construction, Infrastructure, Oil & Gas, Power & Renewable, Water Supply & Sanitation, etc). Its objective is to stimulate reflection, learning, convergence to balanced contracts and positive dispute resolution. You can subscribe to our newsletter by writing to “newsletter@afitac.com”. You can also connect to our LinkedIn page. Engagement with the readers is what keeps us going. So, don’t hesitate to exchange with us by commenting here below, liking our publication on LinkedIn and writing to us “info@afitac.com”. 


Jan Bouckaert

Jan Bouckaert has 25 years of worldwide experience in negotiation of complex construction, renewable energy, power and infrastructure projects. He is also specialized in contract management, risk management and alternative dispute resolution. During Jan’s career path, he lived in France, Belgium, Egypt, India and Portugal and worked for GE Renewable Energy, Alstom Hydro, Besix/Six Construct. He is a Civil Engineer from the University of Leuven (Belgium) and has an MBA from ISEG (Portugal). He speaks fluently English, French, Portuguese and Dutch. Jan is the founder of AfiTaC, a company giving advice on international tenders and contracts. Be welcome to connect on LinkedIn: https://www.linkedin.com/in/afitac/

4 Comments

Contract Management & Music, Delay LDs for Natalie Imbruglia - AfiTaC.com · 4 September 2018 at 17 h 10 min

[…] Contract Management, in general, and liquidated damages, in particular, are serious subjects. But, nothing better to learn about serious subjects than humour and fun. Therefore, we continue this series started with Satisfaction. […]

Contract Management & Musique, pénalités de retards pour Natalie Imbruglia - AfiTaC.com · 9 September 2018 at 15 h 39 min

[…] La gestion des contrats, en général, et les pénalités de retard, en particulier, sont des sujets sérieux. Mais rien de mieux pour apprendre des sujets sérieux que l’humour et la plaisanterie. Par conséquent, nous continuons cette série en tirant de la musique les idées et les concepts sur la gestion des contrats, comme nous avions commencé avec Satisfaction (The Rolling Stones). […]

Contract Management & Music, The Rolling Stones on contract negotiation - AfiTaC · 10 July 2019 at 16 h 36 min

[…] and lyrics seems to be good inspiration for contract management. We’ve seen it before with “Satisfaction”. And this time, they are going to give us a little lesson about contract negotiation with their […]

Blog on contracts, "AfiTaC.com", new status after 6 more months - AfiTaC · 27 November 2019 at 22 h 59 min

[…] “I can’t get no satisfaction” (The Rolling Stones) […]

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