Spring 2026 - May 14 - Flipbook - Page 14
ADVOCACY
POST AWARD REALITIES —
NAVIGATING CONTRACT B
Forms, Duty of Good Faith, Duty of Honest Performance, Notice Requirements
By LEONARD FINEGOLD, Chair of the Construction Law Group at Cambridge LLP
and POONEH SOORESRAFIL, Associate Lawyer in the Construction Law Group at Cambridge LLP
T
HIS ARTICLE IS THE FOURTH AND FINAL INSTALMENT
“in a series aimed at helping
general contractors navigate the
legal and commercial strategic
challenges at each stage of a
construction project.
In Parts 1 through 3, we explored
the risks embedded in bidding, the
importance of pre bid due diligence, the
legal framework governing the tendering
process through to the submission of the
bid, and the consequential creation of
Contract A and its legal consequences.
This 昀椀nal article focuses on what
happens after the bid is won, the
construction contract is awarded, and
the parties enter into Contract B. This
is where many contractors mistakenly
“relax,” believing their legal and 昀椀nancial
obligations are fully known and expressly
stated in the construction Contract B.
In reality, the transition from the
bidding Contract A to the construction
INTRODUCTION TO
THE FOUR-PART SERIES
This article is the second in
a newsletter series aimed at
helping general contractors
navigate the legal and strategic
challenges at each stage of a
construction project.
14 the generals • SPRING 2026
Contract B marks the beginning of a
new set of legal obligations, risks, and
commercially strategic considerations
that are not only expressly set out in
the written Contract B but are also
incorporated into Contract B by operation
of law. As such, these “hidden” provisions
can determine whether a project proceeds
amicably, on schedule, and on budget. We
will explore some of these “hidden” legal
obligations in this article.
Forms of Contract B: The Construction
Contract
Once a general contractor is formally
awarded the contract, the parties proceed
to enter into and execute Contract B,
the construction contract. The form of
Contract B may be embedded in the RFP/
Tender Documents, in which case the
parties are legally obligated to formally
execute that speci昀椀c Contract B, with
limited opportunity, if any, to negotiate
STAGE 1:
PART 1 - Bidding Smartly
PART 2 - Prebid Contract Pitfalls
This part focuses on navigating the prebid rollercoaster ride of striving to be
the lowest bidder, while attempting to
manage financial risks.
changes. Upon contract award, failure to
execute the Contract B embedded in the
RFP/Tender Documents—upon which the
general contractor’s bid was accepted—
would expose the successful general
contractor to damages arising from a
breach of Contract A and liability under its
bid bond, if applicable.
It is well known in the construction
industry, particularly among members
of the OGCA, that there are a number of
commonly used construction Contract B
forms, including but not limited to CCDC
2 – 2020 Stipulated Price Contract, CCDC
5A – 2025 Construction Management
Contract – for Services, and CCDC
5B – 2025 Construction Management
Contract – for Services and Construction.
The limited scope of this article does
not address the speci昀椀c terms of these
contracts or other typical construction
Contract B forms. However, general
contractors should become familiar with
STAGE 2:
PART 3 - Contract A and
Contract B Untangled:
This part will explore the legal and
financial framework prior to the
creation of Contract A, including
assessing financial risks, accurately
interpreting the drawings,
specifications, and scope of work
to ensure a carefully prepared and
financially rewarding bid.
STAGE 3:
PART 4 - Post Contract A and
Contract B Performance Pitfalls:
This part will guide you through postContract A (post-tender) negotiations,
highlighting the legal obligations of good
faith in the performance of Contract B,
and the fine line between clarifications
and material changes.
OGCA.CA
