Contracted liability Featured

9:47am EDT July 22, 2002
Our company hired an independent contractor to do construction for our building. The contractor’s work was faulty and now our building is damaged from his work. He claims that he is not liable because he followed the plans and specifications we provided him. What can we do?

The 12th District Court of Appeals addressed this issue in a 1998 case. Generally, a property owner implicitly warrants the accuracy of plans and specifications if the owner requires the contractor to follow them. The contractor therefore is not liable for defects if the contractor follows the plans and specifications. This doctrine of law is called the Spearin Doctrine.

However, a contractor can be liable, despite the Spearin Doctrine, if the contractor had knowledge that plans and specifications were flawed, or if the plans and specifications had an obvious flaw.

What is the difference between a living will and a durable health care power of attorney?

A living will allows you to make decisions, in advance, about what life-sustaining measures you will receive should you be in a permanently unconscious condition or terminally ill. Through a living will, you may refuse artificial nutrition and hydration should you become permanently unconscious.

Two physicians must agree that you are terminally ill or permanently unconscious, and must agree that nutrition or hydration will no longer comfort you or alleviate your pain. A living will will not prevent you from receiving “comfort care.”

A durable health care power of attorney allows you to appoint someone else to make health care decisions for you. It is effective only if you are unable to make these decisions yourself. If you desire, the person you appoint may have the power to refuse life-sustaining treatment or artificial nutrition or hydration if you are terminally ill or in a permanently unconscious condition.

What is the proper way to sign a contract on behalf of a corporation so that I will not be held personally liable on the contract?

Generally, corporate officers or agents of a corporation are not personally liable upon contracts that they sign on behalf of the corporation, as long as they properly disclose their relationship with the corporation. The key is to make third persons aware that they are not dealing with an individual, but a corporation.

For example, the best way to sign a contract on behalf of ABC Corp. is like this:

ABC Corp.

By: _____________

Its: _____________

Your name would be signed on the “By” line, and your position or representative capacity with the corporation on the “Its” line, i.e. ABC Corp., By John Smith (signature), Its President.

Mary Beth Ciocco is an attorney practicing law in Rocky River. She can be reached at her firm, Mary Beth Ciocco LLC, at (440) 333-5700, or via her Web site, www.clevelandlaw.net. Submit questions for Legal Jargon to SBN at dsklein@sbnnet.com.