Construction projects rarely go exactly as planned. Delays, scope changes, and unexpected conditions often lead to changes in the original agreement. But how those changes are handled can make or break a project. In Florida construction law, there’s a clear difference between a change order and a contract modification, and knowing the difference is critical for protecting your rights and keeping the project on track.
What Is a Change Order?
A change order is a written agreement between the contractor and the owner (or sometimes the developer) that alters the original scope of work. This could include changes in labor, materials, price, or timeline. Importantly, a change order does not require an entirely new contract; it builds on the existing agreement.
Florida courts generally enforce change orders that meet basic contract standards. That means both parties must agree to the change in writing, and it must be clear what’s being modified. If a contractor performs work without a signed change order, they risk not getting paid.
What Is a Contract Modification?
A contract modification goes beyond a change in scope or cost. It adjusts the legal terms of the original contract. This might include changes to dispute resolution clauses, payment terms, project delivery methods, or liability language.
Contract modifications require mutual agreement and clear documentation. Courts in Florida won’t enforce informal verbal changes to contract terms if the contract itself requires written modifications. Unlike a change order, which can often be tied to work performed, a contract modification typically affects how the entire contract functions.
Why the Difference Matters
The distinction isn’t just technical. If a contractor submits what they believe is a change order, but it actually changes the legal terms of the contract, they could be creating a modification without proper authority. That creates risk for both sides.
For example, if a change order extends the completion deadline, then it’s likely valid. But if it alters who bears the risk of delay, it might be viewed as a contract modification, which requires a more formal process.
Payment Disputes and Enforcement
Disputes often arise when contractors complete extra work and expect payment, but the owner claims there was no valid change order. Florida courts typically require that change orders be signed before work is performed unless there’s strong evidence of oral approval or industry custom.
For contract modifications, it’s even stricter. Courts look for a clear, written agreement that shows both parties intended to alter the original contract terms. Without that, the modification may be invalid and unenforceable.
Common Mistakes to Avoid
Many contractors make the mistake of assuming that every change in the project can be handled with a quick email or handshake. But if the change affects the contract terms, that’s not enough.
Another mistake is failing to follow the contract’s requirements for changes. Most Florida construction contracts include a clause that says “no oral modifications” or “all changes must be in writing.” Ignoring that clause can result in a major loss in court.
How to Protect Your Interests
The best way to protect your position is to put all changes in writing and have them signed by both parties. Use separate documents for change orders and contract modifications. Make sure your team understands the difference and follows the contract’s terms when processing changes.
Contractors and developers should also review their standard contracts to confirm that they allow for changes that reflect how they actually do business. Too often, the contract says one thing while the field team does another.
Whether you’re dealing with change orders, contract modifications, or a dispute over payment, legal guidance can help you avoid costly mistakes. Florida Construction Law Group helps contractors, developers, and property owners across the state resolve construction-related legal issues efficiently and effectively. Contact us today to get the clarity you need.
