What am I supposed to do? This fundamental question can get a contractor in serious trouble if it doesn’t have a clear answer. It is critical that for every contract, every customer and every location, a contractor knows when it is supposed to be working, where it is supposed to be working, and what it is supposed to be doing.

When?

The question of when a contractor is obligated to work at a particular site may seem basic, but it is crucial for protecting against potential claims.

Condition triggers. Every contract should specify what exact conditions trigger the contractor’s responsibility to go to a site. The contract should clearly state whether a certain amount of precipitation is required, such as a contractor being required to go to a site only after 2 inches (or some other amount) has accumulated. Every contract should also describe specifically what type of precipitation is being referenced. For example, an inch of ice may obligate a contractor to go to a site, while an inch of snow may not.

Monitoring obligations. It is also critical that every contract state clearly whether a contractor is obligated to monitor and/or inspect a particular property when there has not been any recent precipitation. If the contractor’s obligation is not well-defined, it could result in a claim despite a slip and fall or other accident occurring weeks after the last precipitation.

Customer responsibilities. Finally, every contract should be clear about the customer’s responsibilities. Is the customer obligated to request service if there has not been a recent triggering event? Can the customer approve of the contractor’s work so that the contractor can be confident that it has satisfied its contractual obligations after a particular event? These questions should be answered in every contract so that the contractor and the customer know exactly when the contractor is obligated to be at a property and when its work is finished.

Where?

Where a contractor is responsible for working is an equally important question.

Be specific. If a property has parking lots, sidewalks, walkways and stairs, the contract for that property needs to be clear about where the contractor is obligated to work. Specificity is key. If the contractor is responsible only for plowing parking lots, then the contract should state that explicitly. Similarly, if stairs are excluded from the contractor’s responsibilities, that exclusion should be clear from reading the contract.

Avoid vague terms. In any contract, vague terms such as the "land," the "site," the "property," and the "walking areas" should be avoided. These terms can be interpreted numerous ways, which can lead to a contractor facing a claim in an area that it had no responsibility for. To the extent a contract uses such terms, the contract should also include clear and unambiguous definitions for what the terms mean.

What?

Specifics are also key with respect to what activities a contractor is obligated to perform.

Contractor obligations. The exact activities and the exact areas where those activities must take place should be spelled out in every contract. For example, if a contractor is obligated to plow a driveway, plow and apply salt to a parking lot, and shovel and apply ice melt to a sidewalk, the contract should state each of these details as clearly as possible. Again, any vagueness regarding what the contractor is obligated to do could lead to a claim for something that the contractor never anticipated.

Brendan D. O’Brien is an attorney with Primmer Piper Eggleston & Cramer PC, based in Manchester, NH. Contact him at bobrien@primmer.com.