THE CONTRACT PICKS THE WINNER BEFORE THE FIGHT STARTS.
By the time a construction dispute is real, most of it was decided by paragraph 14 of an agreement somebody signed without reading. The best time to call a construction attorney is before the contract is signed. We review, draft, and negotiate construction contracts for contractors, subs, suppliers, and owners across Florida.
Some of Your Contract
Was Not Negotiable.
Florida overrides construction contracts in more places than most contractors realize. Knowing which terms the statute already decided tells you where negotiating is worth the time and where a clause on the page is simply unenforceable.
Take the Money, Take the Clock
On residential work, taking an initial payment of more than 10 percent of the contract price means applying for the necessary permits within 30 days and starting the work within 90 days of the permits issuing, absent just cause or a written agreement otherwise. Sitting on the money after a certified-mail demand carries criminal exposure that scales with the dollars.
Interest Is Statutory
On private jobs, an obligor has 14 days to return an incomplete or erroneous payment request, and interest at the statutory rate plus 12 percent per year begins on the 14th day after payment is due. On public work the contractor pays subs within 10 days of receiving payment, and subs pay theirs within 7.
Unlimited Indemnity Is Void
An indemnity covering the promisee's own negligence is void to that extent unless the contract states a monetary limit bearing a reasonable commercial relationship to the contract, set out in the specifications or bid documents. Indemnity running to an owner from a party in privity with it carries a $1 million per occurrence floor unless the parties agree otherwise.
A contract review costs less than one week of the dispute it prevents. That math has never been close.
Talk to an AttorneyDifferent Chair,
Different Clauses.
A good review is not a list of every term we would have written differently. It is the three or four clauses that will actually decide what happens to you on this job, flagged in plain language, with a redline you can send.
General Contractors
You are signing up the top of the chain and pushing terms down the bottom. Both directions have to work, and a subcontract that flows down obligations you did not accept upstream is a gap you fund yourself.- Owner contract and subcontract forms that align
- Change order and written notice provisions you can live with
- Retainage, schedule, and liquidated damages exposure
Subcontractors & Suppliers
You are usually handed a form and told it is standard. It is standard for the person who wrote it. The payment clause, the notice clause, and the waiver language are where the money is.- Pay-when-paid versus pay-if-paid, and which one you signed
- Lien and bond rights preserved, not signed away
- Credit applications and personal guarantees reviewed too
Owners & Developers
You want the building finished, on budget, with someone accountable if it is not. That comes from scope, milestones, and a payment structure tied to actual completion rather than to the calendar.- Scope, allowances, and exclusions written to be enforceable
- Lien protection through releases at every draw
- Warranty terms and defect notice provisions that fit
Check the license before you check anything else. A contract entered into by an unlicensed contractor is unenforceable by that contractor, in law and in equity, and no lien or bond claim exists in its favor. Licensure is tested as of the contract date, not the date of the work. It is the shortest question on this page and the one that most often changes the entire answer. Ask us to check it.
What a Contract
Review Actually
Buys You.
Not comfort. Leverage. Every construction dispute we litigate turns on a handful of provisions, and by then those provisions are fixed. Reviewing the contract first is the only point in the job where the terms are still negotiable and the relationship is still good.
It is also the cheapest work we do. A review is measured in hours. The dispute it prevents is measured in months, and the difference between a clean payment clause and a bad one is often the entire margin on the project.
"Nobody reads the subcontract until they are not getting paid. By then the reading is free and the fixing is not."
Pay-When-Paid vs. Pay-If-Paid
Florida enforces the difference. A clause that is merely ambiguous about timing is read as fixing a reasonable time to pay. Only clear, unambiguous language shifts the risk of owner nonpayment onto the subcontractor as a true condition precedent, and the burden of clear expression sits with the general contractor.
Lien Rights Are Not Waivable in Advance
A right to claim a lien may not be waived in advance, and a lien right may be waived only to the extent of work already furnished. Nobody may require you to sign a waiver form different from the statutory ones, though a nonconforming waiver you do sign is enforceable as written. Read what you sign at every draw.
Out-of-State Venue Clauses Are Void
A venue provision in a contract for improvement to Florida real property that requires an action involving a Florida resident contractor, subcontractor, sub-subcontractor, or materialman to be brought outside the state is void as against public policy. Parties can stipulate otherwise after the dispute arises, not before.
Required Residential Disclosures
Residential contracts over the statutory threshold must carry the Homeowners' Construction Recovery Fund notice, with a fine for leaving it out and a larger one for repeats. Roofing work tied to an insurance claim carries its own disclosure and cancellation rules, expanded in 2025. These are cheap to include and embarrassing to omit.
The Six Clauses That Decide
What Happens to You.
Below is the short list. In nearly every construction case we handle, the outcome was set by one or more of these six paragraphs, agreed to months or years before anyone was angry. This is illustrative only, not legal advice.
Scope by Reference
A scope that incorporates the plans, the specs, the prime contract, and everything reasonably inferable has quietly made you responsible for documents you have never seen. Ask for them, or exclude them.
Draws Tied to the Wrong Event
Payment on owner approval, on architect certification, or on a milestone that someone else controls, is not the same as payment for work performed. Retainage that never releases is the version of this that hurts most.
The Clause You Read Too Fast
"Payment by the owner is a condition precedent to any obligation to pay subcontractor" is a very different sentence from "subcontractor will be paid within ten days of the general contractor's receipt of payment." One of those transfers the owner's insolvency to you.
Verbal Change Orders
A written-notice clause with a short fuse, in a trade that runs on field directions and text messages, is how a contractor performs $80,000 of extra work and collects nothing. Either fix the clause or change how the field documents things.
Indemnity Without a Number
Broad-form indemnity with no monetary limitation is unenforceable to that extent under Florida law, but do not treat that as a reason to sign it. It is a reason to fix it, along with the additional-insured and defense obligations that usually travel with it.
Fees, Venue and Arbitration
A prevailing-party fee clause changes the economics of every small claim on the job. Arbitration changes the cost and the appeal rights. An out-of-state venue clause is void here, but an out-of-county one is not, and that still matters.
Six paragraphs, one review, before anybody signs. Send us the contract →
How We Review
a Construction Contract.
Turnaround is usually days, not weeks, because a job that is waiting on a signature does not have weeks.
Read the Whole Chain
Not just your agreement. The prime contract, the plans and specs it incorporates, the general conditions, the schedule, and whatever the form flows down to you. Half of what governs a subcontract is not in the subcontract.
Fix the Money Terms
Payment triggers, retainage and its release, pay-when-paid language, the change order and notice mechanism, and whether the statutory prompt payment protections are being contracted around or left in place.
Fix the Risk Terms
Indemnity with an enforceable limit, insurance and additional-insured requirements that match it, warranty scope and duration, delay and liquidated damages, and the defect notice provisions that decide how a workmanship fight starts.
Fix the Exit
Termination for cause and for convenience, suspension for nonpayment, cure periods, dispute resolution, venue, and fees. Then you get a marked copy and a short call about which three changes are worth insisting on.
Call before you sign if:
- The agreement is a form you have never seen from a party you have not worked with
- There is a personal guarantee, anywhere, in any document
- Payment depends on someone other than the party you are contracting with getting paid
- You are being asked to waive lien or bond rights before you have furnished anything
- The job is public, bonded, or has a notice of commencement already recorded
- It is residential and the deposit is more than 10 percent of the price
- You are the owner and there is no schedule, no allowance detail, and no lien release procedure
Not a
Generalist.
We Have Run
the Jobs Too.
Florida construction law. Nothing else. We litigate these contracts every week, which is a better qualification for drafting one than drafting experience alone. When we flag a clause, it is because we have watched that exact clause decide a case.
This firm was founded by someone who worked construction and ran construction companies before practicing law. We know what a field directive looks like and why nobody stopped to get it in writing. From our office in Ocala we represent clients in all 67 Florida counties.
Meet the Team →Read Before You Sign.
Construction Change Orders in Florida
How extra work becomes payable extra work, and the notice provisions that decide it.
Read More → ContractsCan You Get Paid for Unsigned Change Orders in Florida?
What happens when the work was directed in the field and the paperwork never caught up.
Read More → The FirmWhat Board Certification in Construction Law Means
What the certification requires, and why it is worth asking about before you hire anyone.
Read More →Florida Construction Contract FAQ
Yes, but only when the language is clear and unambiguous. Florida treats an ambiguous payment provision as fixing a reasonable time for payment rather than making the owner's payment a condition precedent, and the burden of clear expression is on the general contractor. That is why two clauses that read similarly to a subcontractor can produce opposite results. This is the single most valuable paragraph to have reviewed before signing.
Not in advance. Florida provides that a right to claim a lien may not be waived in advance, and that a lien right may be waived only to the extent of labor, services, or materials already furnished. An advance waiver is unenforceable. Separately, no one may require you to furnish a waiver form different from the statutory progress and final payment forms, although a nonconforming waiver you actually sign is enforceable according to its terms.
A contract entered into by an unlicensed contractor is unenforceable in law or in equity by that contractor, and no lien or bond claim exists in its favor. Licensure is measured as of the contract's effective date, the last signature date if none is stated, or failing both, the date labor or materials were first furnished. The defense is personal to the unlicensed contractor: it does not affect other parties' rights, and it is not a defense for a surety. If licensing is in question, sort it out before anything gets recorded or filed.
No. A venue provision in a contract for improvement to real property that requires an action involving a Florida resident contractor, subcontractor, sub-subcontractor, or materialman to be brought outside Florida is void as a matter of public policy. The case belongs in Florida, in the county where the defendant resides, where the cause of action accrued, or where the property is located. Parties can agree otherwise after a dispute arises, not before.
Yes. An indemnification provision covering the promisee's own negligence is void and unenforceable to that extent unless the contract contains a monetary limitation bearing a reasonable commercial relationship to the contract, included in the project specifications or bid documents. Indemnity running to an owner from a party in privity with it cannot be limited below $1 million per occurrence unless the parties agree otherwise. Public agency contracts have their own separate restrictions.
There is no flat cap, but crossing 10 percent of the contract price as an initial payment triggers duties. The contractor must apply for the necessary permits within 30 days and start work within 90 days after the permits issue, absent just cause or a written agreement to a longer period. Failing to perform for a 90-day period after receiving money in excess of the value of work performed, or failing to refund within 30 days of a certified-mail demand, carries criminal exposure that escalates from a misdemeanor to a first-degree felony with the amount involved.
Contracts for repair, restoration, improvement, or construction to residential real property must include the Homeowners' Construction Recovery Fund statement, with an exception for small jobs where the value of all labor and materials does not exceed $2,500. Leaving it out is a disciplinable violation with fines that increase on repeat. Residential roofing contracts connected to an insurance claim carry additional mandatory disclosure and cancellation requirements, expanded in 2025.
Send It Before You Sign It.
Email us the contract and tell us which side of it you are on. Most reviews come back in a few days with a redline and a short call.
Send your name, your number, and a few details about the project. We will follow up to talk through your options.
P.O. Box 536
Ocala, FL 34478
You call or text and you talk to an attorney, not a paralegal, not an intake queue. Submitting a message does not create an attorney-client relationship.
The information on this website is for general informational purposes only and does not constitute legal advice. Visiting this site or submitting a contact form does not create an attorney-client relationship. The attorneys of Martin Law, PLLC are licensed to practice law in the State of Florida. Each legal matter is unique, and prior results do not guarantee a similar outcome.