The FIDIC Red Book Contract : An International Clause-By-Clause Commentary.

Format:

Book

Author/Creator:

Seppälä, Christopher.

Language:

English

Subjects (All):

Construction contracts.

Construction industry--Law and legislation.

Construction industry.

Physical Description:

1 online resource (987 pages)

Edition:

1st ed.

Place of Publication:

Alphen aan den Rijn : Wolters Kluwer Law International, 2023.

Summary:

Conditions of Contract for Construction - known universally as the Red Book - published by the International Federation of Consulting Engineers (known by its French acronym FIDIC) is the most widely used standard form of international construction contract. This book is a detailed commentary on the 2022 reprint of the 2017 FIDIC Red Book. For each of the Red Book's 168 Sub-Clauses the commentary: identifies changes from the 1999 edition; analyses the meaning and significance of the Sub-Clause and lists related Sub-Clauses; describes related international arbitration awards, national court decisions and legal principles; and, where appropriate, proposes amendments to improve the Sub-Clause. As the FIDIC Yellow and Silver Books are very similar to the Red Book, much of the commentary is equally applicable to those forms of contract. The author is a FIDIC 'insider' having served for more than thirty years as Legal/Special Adviser to, or Member of, the FIDIC Contracts Committee which is responsible for preparing FIDIC's contracts. This book is an indispensable resource for all parties called on to work with a FIDIC contract.With guidance for every stage of a construction project, whether in drafting, negotiating, performing, interpreting, or administering a FIDIC contract, the book's easy-to-use structure includes such issues and topics as the following:introduction to FIDIC and its contracts and to publications of FIDIC and others relevant to the Red Book including the 2022 FIDIC Contracts Guide;critical examination of each Sub-Clause and advice for amending the same in order to better adapt it to the interests of each party (the Employer or the Contractor);special attention to each Sub-Clause relating to the Contractor's and the Employer's claims and claims procedure and to how to assert claims effectively, as well as to time bars and other pitfalls and how they may be overcome;detailed examination of Sub-Clauses relating to the referral of issues or disputes to the Dispute Avoidance/Adjudication Board and, if necessary, to international arbitration, and optimal strategies for doing so;discussion of the changes required to the 2017 Red Book by The World Bank's Conditions of Particular Application ('COPA');reference, where appropriate, to the UNIDROIT Principles of International Commercial Contracts and trade usages;comprehensive discussion of practical issues that arise under common law, civil law and international legal principles, especially when a contract is with a state or public body;comparison of common law and civil law methods of contract interpretation and a suggested practical approach to interpretation given a FIDIC contract's international arbitration clause; andovercoming problems that can arise when a contract is governed by the law of a less-developed country.Legal and technical terms are clearly defined, and numerous figures and tables are included to illustrate steps in contract procedures. Detailed attention is paid to terminological distinctions among the various legal traditions, including a comparison of British-English and American-English construction contract terms.Unquestionably the most detailed and thorough commentary ever published on the FIDIC Red Book, this highly practical work enables preparers of FIDIC contracts to amend and adapt the Red Book's provisions to a particular project. Dispute adjudicators, arbitrators, and judges will welcome the book's authoritative guidance on interpreting the provisions of a FIDIC contract, and engineers and other construction professionals involved in contract administration will appreciate the book's many practical features.

Contents:

Intro

Half-Title Page

Title Page

Copyright Page

Disclaimer

About the Author

Table of Contents

List of Appendices

List of Figures

List of Tables

List of Abbreviations and Definitions

Note

Foreword

Usage

Translations

Acknowledgements

Chapter I General Introduction

1 Purpose and Structure

1.1 Purpose

1.1.1 General Content

1.1.2 An International Legal Perspective

1.1.3 Common Law and Civil Law

1.1.4 International Construction Law

1.1.5 International Legal Principles

1.1.6 Conclusion for This Commentary

1.2 Structure of Book

2 Introduction to FIDIC

2.1 What Is FIDIC?

2.2 FIDIC's Organisation and Activities

3 FIDIC's Construction Contracts

3.1 Origin and History

3.1.1 Origins

3.1.2 Red Book, 1st Edition (1957)

3.1.3 Red Book, 1st Edition (1999), Rainbow Suite, Gold Book and Pink Book

3.2 Distinctive Features

3.2.1 Use of British-English Language

3.2.2 'Independent' Engineer

3.2.3 Balanced Risk Sharing

3.2.4 Multiple Clauses for Contingencies

3.2.5 Contract Structure

3.3 How They Are Prepared

4 FIDIC Red Book (2017) Reprinted in 2022 ('RB/17')

4.1 Preparation of RB/17

4.2 Documents Comprising RB/17

4.3 Changes from the Red Book, 1999 ('RB/99')

4.4 FIDIC's Guides

4.4.1 The FIDIC Contracts Guide (2022)

4.4.2 FIDIC Procurement Procedures Guide (2011)

4.4.3 FIDIC's 'Golden Principles'

4.4.4 Proposed Sixth Golden Principle

4.5 FIDIC's Forms of Contract

4.6 Translations

Chapter II Applicable Law

1 Scope of Chapter

2 Universal Principles

3 Importance of the Governing Law

3.1 Importance for a FIDIC Contract

3.2 Choice of the Governing Law

4 Common Law and Civil Law Compared

4.1 Origins of Common Law and Civil Law

4.2 Civil Law Generally

4.2.1 Public and Private Law.

4.2.2 Public and Private Contracts

4.2.3 Domestic and 'International' Contracts

4.3 Civil Law: General Rights and Obligations

4.3.1 Duty of Good Faith

4.3.2 Duty of Disclosure

4.3.3 Defence of Non-performance (Exceptio Non Adimpleti Contractus)

4.3.4 Notice of Default (Mise En Demeure)

4.3.5 Contract Termination

4.4 Civil Law: Distinctive Features of Construction Law

4.4.1 Contract Administrator (Maître D'Oeuvre) v Engineer

4.4.2 Lump Sum Contracts

4.4.3 Subcontractor's Direct Rights

4.4.4 Decennial Liability

4.4.5 Liquidated Damages and Penalties

4.4.5.1 Common Law: English Law

4.4.5.2 Common Law: United States Law

4.4.5.3 Civil Law Approach

4.4.5.4 Conclusion

4.4.6 Limitations on Damages

4.4.6.1 Conditions for Validity

4.4.6.2 Meaning of Terms: Common Law

4.4.6.3 Meaning of Terms: Civil Law

4.4.7 Force Majeure and Hardship

4.4.7.1 Legal Meaning of Force Majeure

4.4.7.2 Contractual Meaning of Force Majeure

4.4.7.3 Conclusion Re Force Majeure in Civil Law Countries

4.4.7.4 Hardship

4.5 Civil Law: Other Distinctive Features

4.5.1 Interest on Monies Due

4.5.2 Bankruptcy

4.5.3 Limitation Periods

4.6 Civil Law: Special Public Law Theories

4.6.1 Unforeseeable Physical Difficulties (Sujétions Imprévues)

4.6.2 Hardship (Imprévision)

4.6.3 Act of the Prince (Fait Du Prince)

4.6.4 'Necessary' or 'Indispensable' Work

4.6.5 Force Majeure

4.6.6 Termination for Convenience

5 Mandatory Law at the Site

6 Challenges of a Less-Developed Law

7 International Legal Principles

7.1 Introduction

7.2 UNIDROIT Principles

7.3 UNIDROIT Principles 2016

7.4 Relevance to a FIDIC Contract

7.4.1 As the 'Governing Law' for a FIDIC Contract

7.4.2 As a Source to Interpret or Supplement the Governing Law

7.4.3 As a Model for National Legislation.

7.4.4 As Trade Usages

7.5 Conclusion

8 Trade Usages

8.1 Usage Agreed to (Type One)

8.2 Practices Between the Parties (Type Two)

8.3 International Trade Usages (Type Three)

Chapter III Contract Interpretation

2 Character of a FIDIC Contract

3 Importance of Interpretation

4 Different Approaches to Interpretation

4.1 Civil Law: State Courts

4.2 Common Law: State Courts

4.2.1 English Law

4.2.2 Parol Evidence Rule

4.2.3 United States Law

4.3 International Approach: UNIDROIT Principles

4.4 Widely Accepted Principles

5 Interpreting a FIDIC Contract

5.1 Specific Contract Provisions

5.1.1 Sub-Clauses Dealing with Interpretation

5.1.2 Absence of Entire Agreement Clause

5.1.3 Absence of Reciprocal Non-waiver Clause

5.1.4 Absence of Exclusive Remedy Clause

5.2 Relevance of Language

5.3 Contra Proferentem

5.4 Effect of Deletions

5.5 FIDIC's Publications

5.6 Other Sources

5.6.1 FIDIC's Forms

5.6.2 Comparative Law and ICC Awards

5.6.3 Examples of ICC Cases

5.7 Effect of an International Arbitration Clause

6 A Practical Approach

6.1 FIDIC's View

6.2 How the Engineer and DAAB Should Approach Interpretation

6.3 Interpretation of International Construction Contracts

6.4 Conclusion

Chapter IV Clause-by-Clause Commentary

2 Context of a Red Book Contract

2.1 Invitation to Tender

2.2 Tender Period

2.3 Submission of Tenders

2.4 Contract Agreement

3 Organisation of Commentary

4 Clause-by-Clause Commentary

1 General Provisions

1.1 Definitions

1.1.1 'Accepted Contract Amount'

1.1.2 'Advance Payment Certificate'

1.1.3 'Advance Payment Guarantee'

1.1.4 'Base Date'

1.1.5 'Bill of Quantities'

1.1.6 'Claim'

1.1.7 'Commencement Date'

1.1.8 'Compliance Verification System'.

1.1.9 'Conditions of Contract' or 'these Conditions'

1.1.10 'Contract'

1.1.11 'Contract Agreement'

1.1.12 'Contract Data'

1.1.13 'Contract Price'

1.1.14 'Contractor'

1.1.15 'Contractor's Documents'

1.1.16 'Contractor's Equipment'

1.1.17 'Contractor's Personnel'

1.1.18 'Contractor's Representative'

1.1.19 'Cost'

1.1.20 'Cost Plus Profit'

1.1.21 'Country'

1.1.22 'DAAB' or 'Dispute Avoidance/Adjudication Board'

1.1.23 'DAAB Agreement'

1.1.24 'Date of Completion'

1.1.25 'day'

1.1.26 'Daywork Schedule'

1.1.27 'Defects Notification Period' or 'DNP'

1.1.28 'Delay Damages'

1.1.29 'Dispute'

1.1.30 'Drawings'

1.1.31 'Employer'

1.1.32 'Employer's Equipment'

1.1.33 'Employer's Personnel'

1.1.34 'Employer-Supplied Materials'

1.1.35 'Engineer'

1.1.36 'Engineer's Representative'

1.1.37 'Exceptional Event'

1.1.38 'Extension of Time' or 'EOT'

1.1.39 'FIDIC'

1.1.40 'Final Payment Certificate' or 'FPC'

1.1.41 'Final Statement'

1.1.42 'Foreign Currency'

1.1.43 'General Conditions'

1.1.44 'Goods'

1.1.45 'Interim Payment Certificate' or 'IPC'

1.1.46 'Joint Venture' or 'JV'

1.1.47 'JV Undertaking'

1.1.48 'Key Personnel'

1.1.49 'Laws'

1.1.50 'Letter of Acceptance'

1.1.51 'Letter of Tender'

1.1.52 'Local Currency'

1.1.53 'Materials'

1.1.54 'month'

1.1.55 'No-objection'

1.1.56 'Notice'

1.1.57 'Notice of Dissatisfaction' or 'NOD'

1.1.58 'Part'

1.1.59 'Particular Conditions'

1.1.60 'Party' and 'Parties'

1.1.61 'Payment Certificate'

1.1.62 'Performance Certificate'

1.1.63 'Performance Security'

1.1.64 'Permanent Works'

1.1.65 'Plant'

1.1.66 'Programme'

1.1.67 'Provisional Sum'

1.1.68 'QM System'

1.1.69 'Retention Money'

1.1.70 'Review'

1.1.71 'Schedules'

1.1.72 'Schedule of Payments'.

1.1.73 'Section'

1.1.74 'Site'

1.1.75 'Special Provisions'

1.1.76 'Specification'

1.1.77 'Statement'

1.1.78 'Subcontractor'

1.1.79 'Taking-Over Certificate'

1.1.80 'Temporary Works'

1.1.81 'Tender'

1.1.82 'Tests after Completion'

1.1.83 'Tests on Completion'

1.1.84 'Time for Completion'

1.1.85 'Unforeseeable'

1.1.86 'Variation'

1.1.87 'Works'

1.1.88 'year'

1.2 Interpretation

1.3 Notices and Other Communications

1.4 Law and Language

1.5 Priority of Documents

1.6 Contract Agreement

1.7 Assignment

1.8 Care and Supply of Documents

1.9 Delayed Drawings or Instructions

1.10 Employer's Use of Contractor's Documents

1.11 Contractor's Use of Employer's Documents

1.12 Confidentiality

1.13 Compliance with Laws

1.14 Joint and Several Liability

1.15 Limitation of Liability

1.16 Contract Termination

2 The Employer

2.1 Right of Access to the Site

2.2 Assistance

2.3 Employer's Personnel and Other Contractors

2.4 Employer's Financial Arrangements

2.5 Site Data and Items of Reference

2.6 Employer-Supplied Materials and Employer's Equipment

3 The Engineer

3.1 The Engineer

3.2 Engineer's Duties and Authority

3.3 The Engineer's Representative

3.4 Delegation by the Engineer

3.5 Engineer's Instructions

3.6 Replacement of the Engineer

3.7 Agreement or Determination

3.8 Meetings

4 The Contractor

4.1 Contractor's General Obligations

4.2 Performance Security

4.3 Contractor's Representative

4.4 Contractor's Documents

4.5 Training

4.6 Co-operation

4.7 Setting Out

4.8 Health and Safety Obligations

4.9 Quality Management and Compliance Verification Systems

4.10 Use of Site Data

4.11 Sufficiency of the Accepted Contract Amount

4.12 Unforeseeable Physical Conditions

4.13 Rights of Way and Facilities.

4.14 Avoidance of Interference.

Notes:

Description based on publisher supplied metadata and other sources.

Part of the metadata in this record was created by AI, based on the text of the resource.

Other Format:

Print version: Seppälä, Christopher The FIDIC Red Book Contract

ISBN:

9789403520636

OCLC:

1378934787