The agree-to-agree clause: Handle with care

Description

Abstract: What happens if a contract’s change provision is nothing more than an “agree-to-agree” clause? That is, what if the contract requires parties to negotiate the price of additional work in good faith, but is silent as to what happens if they can’t reach an agreement through negotiation? This article examines one case in which an architecture firm terminated its contracts with a county without having agreed with its subcontractor on adjusted fees. The subcontractor sued to obtain a judicial determination of its claims. It prevailed, but only after a long, expensive trial and appeal. Ted Jacob Engineering Group, Inc. v. The Ratcliff Architects, 187 Cal. App. 4th 945 (2010)