New Case Raises Issues Regarding Incorporation of Owner Contract Terms Into Subcontracts


In the recent unpublished Washington Court of Appeals decision, Edifice Construction Company, Inc. v. Arrow Insulation, Inc., No. 79407-8-1, 2020 WL 812129 (Wash.Ct.App. Feb. 18, 2020), the Court held that for a subcontractor to be bound by the terms of the owner contract, even if there is clear incorporation language, that the contractor must prove that the subcontractor was aware of the terms of the owner contract. In this case, Edifice (“Contractor”) entered into a contract with Six Degrees Capital Development LLC and Kenneth Woolcott (“Owner”) for the completion of certain residential buildings. The Contractor then contracted with Henderson Masonry Inc., Arrow Insulation Inc., David Rich Hentzel Jr., and Automated Equipment Co. (collectively the “Subcontractors”) to complete some of the work. The subcontracts provided that the Subcontractors were bound by the provisions in the contract between the Contractor and the Owner.

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