Document Your Changes
The Hidden Risk in “Friendly” Contract Modifications Requested Mid-Project
by Trent Cotney, Partner, Adams & Reese, LLP
(Editor’s Note: Trent Cotney, partner at Adams & Reese, LLP, is dedicated to representing the roofing and construction industries. Cotney is General Counsel for the Western States Roofing Contractors Association and several other industry associations. For more information, contact Cotney at (866) 303-5868 or go to www.adamsandreese.com.)
Most roofing disputes do not start with hostility. They start with cooperation. A general contractor asks for a minor scope tweak to keep the schedule moving. An owner requests a small upgrade while the crew is already mobilized. A project manager says, “We’ll paper it later, just help us out.” In the Western roofing market, where weather windows are tight, labor is limited, and schedules are aggressive, these informal mid-project modifications are common. Unfortunately, they are also one of the fastest ways contractors unintentionally expand risk, lose leverage, and jeopardize payment rights.
Mid-project changes often feel harmless because they are framed as minor or mutually beneficial. In reality, even small deviations from the original contract can carry outsized legal consequences. When a contractor performs work outside the written scope without a formal change order, several things can occur. The original pricing may no longer clearly apply. Schedule protections can be lost. Warranty obligations may expand unintentionally. Payment disputes become harder to resolve. Liability exposure increases.
Courts and arbitrators do not evaluate disputes based on how reasonable the request sounded at the time. They evaluate what the contract says and what it does not say. One of the most common mistakes contractors make is assuming that related work is covered by the existing agreement. Adding additional insulation thickness, modifying fastening patterns, upgrading flashing details, adjusting drainage conditions, or performing limited structural remediation may all feel connected to the original job. Legally, however, they are still additional work unless the contract expressly includes them.
Without a documented change order, contractors often hear later that the work was never approved, that the cost was included in the base contract, or that the contractor volunteered the effort. Those arguments gain traction when the paperwork is missing. The party with the best paper wins the day.
Mid-project changes almost always affect the schedule, even when everyone insists they will not. Extra work means additional mobilizations, inspections, material lead times, or coordination with other trades. When the schedule slips, contractors who did not formally revise the contract timeline may find themselves blamed for delays they did not cause. In Western states where liquidated damages provisions are common, this can become financially significant very quickly. A friendly request today can turn into a default notice tomorrow.
Another overlooked risk involves warranties. When installation details, materials, or system assemblies are modified mid-project, the original warranty language may no longer align with the work actually performed. If the change is undocumented, contractors may unknowingly assume responsibility for performance characteristics that were never priced, engineered, or evaluated. Manufacturers may also deny coverage if the final installation deviates from approved specifications, even when the change was requested by the owner or architect.
Payment disputes thrive on ambiguity. When extra work is performed without written authorization, owners and general contractors often argue that the work was included in the base contract or was provided as a courtesy. This becomes especially problematic in Western states with strict lien and notice requirements. Informal changes can complicate progress billing, retainage release, final payment approval, and lien enforcement timelines. In some cases, contractors lose lien rights entirely because the claimed amount does not align with the documented contract value.
Many contractors rely on long-standing relationships and industry norms. While those relationships matter, they do not override written contracts. Courts routinely reject arguments based on past practices, verbal assurances, or informal understandings. If the modification is not documented, approved, and priced, the contractor is typically the party left exposed.
Contractors do not need to be confrontational to be protected. They need to be consistent. Requiring written change orders, using email confirmation when formal paperwork is delayed, clearly identifying cost and schedule impacts, and avoiding extra work without documented authorization can dramatically reduce risk.
Even a short written acknowledgment stating that the requested work is outside the original scope and will be addressed through a change order can make a meaningful difference later.
Mid-project modifications are inevitable in roofing. Informality, however, is optional. The most damaging disputes arise not from major changes, but from small, well-intended accommodations that were never properly documented.
Contractors who treat every scope change no matter how minor as a contractual issue protect not only their payment rights, but their long-term business stability. Being cooperative does not require being careless. In today’s risk environment, professionalism means insisting that friendly requests still follow formal process.
