Acoustic Ceiling & Partition v. Continental Building Systems

R. Russell O'Rourke

Case Conclusion Date:January 14, 2013

Practice Area:Construction / Development

Outcome:Case was settled prior to a Court of Appeals decision

Description:We are amicus counsel for the American Subcontractors Association and ASA of Ohio. The trial court interpreted the "pay-if-paid" clause as being too vague to be enforceable, therefore read it as a "pay-WHEN-paid" clause. A Pay-IF-Paid clause makes payment to the contractor a condition precedent to the contractor's obligation to pay its subcontractor. A Pay-WHEN-Paid clause eliminated the condition precedent concept and reads it as a "timing only" provision and that if the contractor is not paid within a reasonable period of time, the contractor still has to pay the subcontractor. We are urging the Court of Appeals to affirm the trial court's opinion.