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Construction Law/Priority of Documents


Dear Mr. Peter;

I would like to ask the following:

Does the Contractor have a right to question and does not accept the priority of the documents set out in Clause 5.2 [(Conditions of Contract for Works of Civil Engineering Construction (Fourth Edition 1987) reprinted in 1992 with further amendments as prepared by Federation Internationale Des Ingenieurs-Conseils (FIDIC)],  when he had already agreed on his acceptance statement of the LOI stated that the Contractor have "confirm their intent based on the tender package".

Further, the Contractor had confirmed to commence the activities as instructed and set out in the Letter of Intent which is a term in the "LOI" has stated that the scope of Works, Terms and Conditions should be as per the Issued Tender Documents, and Tender Addendum.

Please be informed that the documents provided during tender is the same documents that the Contractor is disputing now in signing Contract Agreement.

Governing Law of the Contract shall be the Laws of UAE.

Can the Contractor dispute the said clause or any clauses of the general/particular conditions on the basis of their acceptance of the LOI?

Thanks and Regards,


Dear Marian,

The Contractor has the right to question anything up to signature of the Contract.  The Employer has the right to reject any proposals by the Contractor up to signature of the Contract.  A LoI is a thing of beauty and generally about as useful as a chocolate teapot.  The acceptance of the LoI does not give the Contractor any specific privileges, unless there is something written to that effect in the LoI.  Legally, the Contractor's proposed alternative Conditions of Contract would be considered an alternative offer, rather than a clean acceptance.  Employer's tend to reject any offers with revised conditions of contract.  

If you do not like or cannot accept the tender conditions of contract, then do not bid and walk away from the project.  

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Peter M. Elliott


First response to queries regarding extensions of time, variations orders, site instructions and payment using FIDIC and other forms of Conditions of Contract, based on English Law, and derivatives only. Anyone who needs advice about EoT should download and study the SCL Delay & Disruption Protocol before submitting a question.


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Institution of Civil Engineers, Association of Chartered and Certified Accountants, Society of Construction Law, Dispute Resolution Board Foundation

B Sc(Hons) in Civil Engineering

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