The Spearin Doctrine Cont’d: Some Important Nuances And Exceptions

Last month, we discussed the Spearin doctrine, which establishes that a project owner impliedly warrants that plans and design specifications will be adequate if the owner issues and the contractor complies with the plans and specifications.1 As a result, a contractor can use the Spearin doctrine defensively to avoid the consequences of defective plans and specifications or offensively to bring a claim if the defective plans and specifications cause its work to be more expensive, timely, or difficult. The Spearin doctrine's applicability and longevity have spawned a number of nuances and exceptions, some of which we discuss in this month's article.

Since the Spearin doctrine's birth in 1918, the scope of the doctrine has been the subject of many important legal decisions that continue to define its use. Under the modern rule, for example, the Spearin doctrine cannot be invoked by a contractor if (1) the construction contract contains an enforceable avoidance clause; (2) the contractor did not reasonably rely on the defective plans and specifications; or (3) the defects in the plans and specifications were small and not sufficiently fundamental to the completion of the project.2

Avoidance Clauses

Express contract terms trump implied contract duties. As a result, the law allows owners to both shift the consequences of an inadequate design to contractors and avoid liability for design defects under the Spearin doctrine through disclaimers, waivers, exculpatory, or other types of avoidance clauses. The effect is to expand the contractor's warranty beyond conformance to the plans and specifications to warranting that the work will be fit for its intended purpose, even if the plans and specifications contain defects.

In Spearin, the Supreme Court of the United States held that "[t]his implied warranty [of the adequacy of the plans and specifications] is not overcome by the general clauses requiring the contractor to examine the site, to check up the plans, and to assume the responsibility for the work until completion and acceptance." U.S. v Spearin, 248 U.S. at 137 (emphasis added). The court's reference to "general clauses" suggested that specific clauses could serve to shift the design responsibility to the contractor. Indeed, courts will enforce specific contract terms that shift the consequences and risk of design defects to contractors if the terms are clear and unambiguous.

Some avoidance clauses expressly disclaim the owner's...