Legal concepts in project management: what to recognise, record and escalate

A delivery manager does not need to know contract law, and should not try to practise it. What the role does need is the ability to notice one thing: the moment a delivery problem has become a contractual one. Everything useful follows from spotting that early, and everything expensive follows from spotting it late.

This article is about recognition and record keeping, not advice. Where it describes a mechanism, that is a description of how such mechanisms generally work and not a statement about your contract, which is the only one that matters.

What a contract actually obliges

A contract is a mutually binding agreement: one party provides specified goods, services or results, the other provides something of value in return. That much is uncontroversial, and it is also where most delivery people stop reading, which is the problem.

The obligations that cause trouble are rarely in the scope. They are in the machinery around it: how variations are agreed, what happens when a date is missed, who bears the cost of a delay caused by the other side, what has to be notified and how quickly. That machinery is not background detail. It is the part that determines what happens on the day something goes wrong, and it was negotiated by people who will not be in the room when it does.

The government’s project delivery guidance puts the requirement on individuals rather than on the document. Team members, it says, should understand what authority they have as individuals, and what they are and are not allowed to agree, approve or instruct, so they do not inadvertently compromise the contract. The word doing the work there is inadvertently. Nobody sets out to give away a contractual right in a Tuesday email.

The moment a delivery problem becomes contractual

There is a common belief that matters turn legal when relations sour. They do not. A matter is contractual from the moment an event occurs that the contract has a mechanism for, whether or not anybody has invoked it and whether or not everyone is still friendly.

A supplier misses an agreed date. The client is late providing something the supplier depends on. Scope changes by agreement in a workshop. A defect appears after acceptance. Each of those sits inside contractual machinery immediately. What changes later is not the nature of the problem but the cost of having handled it informally.

That is why the “we will sort it out between ourselves” instinct, which is decent and usually well meant, is the expensive one. Sorting it out between ourselves is often the right outcome. Doing so without recording that the event happened, when it happened and what was agreed is what removes the options later.

Notice provisions are where the money goes

If there is one part of a contract worth reading before delivery begins, it is the notice provisions.

A notice clause typically specifies three things: the route a formal communication must take, the named person or address it must reach, and the period within which it must be sent, usually measured from the moment the party became aware of the event rather than from the event itself. Miss the window and a perfectly sound entitlement can be lost, not because the underlying claim was weak but because the mechanism for making it was not followed.

The Teal Book is blunt about where the burden sits: contracts specify a route and named person for formal contract notices, and it is the responsibility of the sender to make sure communications are received, not the receiving party. Telling your usual contact does not discharge a notice obligation. Neither does raising it at the monthly meeting, however senior the attendees.

None of this requires treating the other party as an adversary. Sending a notice is not an act of aggression, and mature suppliers and clients exchange them routinely without any change in tone. The alternative, discovering nine months later that an entitlement lapsed while everyone was being reasonable, damages the relationship considerably more.

Records that survive being read by a stranger

Contemporaneous records are worth more than reconstructions, and the gap is larger than people expect.

A note written on the day, in the ordinary course of running the work, carries weight precisely because it was not written for a dispute. A chronology assembled eight months later from memory and calendar entries does not, and the exercise of assembling one is where teams discover what they failed to write down.

The useful discipline is small. Record what happened and when it was known rather than what it means. “Test environment unavailable from 3 March, notified by the supplier on 5 March” is a fact that will still be true whatever the dispute turns out to be about. “Supplier caused three weeks of delay” is a conclusion, and one that a decent record would let you support later if it is true. Conclusions written early tend to be wrong in detail and are quoted back at you.

Where a dispute actually goes

Formal proceedings are the last stop rather than the first, and the intermediate steps are cheaper in every dimension that matters.

Route	Who decides	What it costs you
Negotiation	The parties	Time, and nothing else
Mediation	The parties, assisted	Modest fees, weeks
Adjudication	An adjudicator	Fees, and a fast binding answer
Arbitration	An arbitrator	Substantial, months, private
Litigation	A court	Substantial, longer, public

Adjudication is worth knowing about specifically, because in UK construction contracts it is a statutory right rather than something the parties have to have agreed. Under the Housing Grants, Construction and Regeneration Act 1996, a party may give notice at any time of an intention to refer a dispute to adjudication, with the adjudicator appointed within seven days and required to reach a decision within twenty eight days of referral, extendable by fourteen with the referring party’s consent. That is fast by the standards of anything else on the list, and the decision binds until the dispute is finally resolved.

Two things follow for delivery. A dispute can move much more quickly than the people running the work expect, which is another argument for records that are already in order. And the ladder is a ladder: the fact that a route exists does not make it the right one, and the cheapest resolutions remain the ones reached before anybody appoints anybody.

What not to do without advice

The list is short, and it is the whole practical takeaway of this article.

Do not agree to a variation outside your authority, however small it looks and however helpful it would be. Do not accept liability, in an email or a meeting, even in a form as mild as “yes, that one was on us”. Do not let a notice window pass while a matter is being handled informally. Do not sign an acceptance certificate to be helpful when the thing has not been accepted. And do not write conclusions in a record where facts would do.

None of that requires legal expertise. It requires knowing that a boundary exists and roughly where it runs, so that the people who do have the expertise are brought in while options remain open. That is the entire job here, and delivery people who do it well are not the ones who know the most law. They are the ones who notice earliest.