Kuebler & Associates, PLLC Kuebler & Associates, PLLC 2026-08-14T15:44:13Z https://www.kafirm.law/feed/atom/ WordPress /wp-content/uploads/sites/1104807/2026/04/cropped-siteicon-32x32.png On Behalf of Kuebler & Associates, PLLC <![CDATA[Is ‘pay-when-paid’ just a timing clause?]]> https://www.kafirm.law/?p=49435 2026-08-11T21:28:08Z 2026-08-14T15:44:13Z Pay-when-paid clauses are not permanent conditions Tennessee courts view "pay-when-paid" clauses as timing mechanisms, not permanent reasons to withhold payment. A vague clause can leave you waiting indefinitely while the general contractor expects payment from the owner. However, "pay-if-paid" language is different. If your contract clearly states that the owner must pay before you are paid, Tennessee courts may strictly enforce this clause. While they do not remove lien rights, they are highly disfavored and subject to strict rules of contract construction. If upheld, they may still place all financial risk on you—if the owner does not pay, you might receive nothing. When contracts say "subcontractor receives payment when contractor receives payment," you might expect a few weeks. Unfortunately, without defining "reasonable time," delays can stretch for months. Courts can interpret these unclear terms, but lawsuits waste time and money. Protect yourself by negotiating clearer contract terms upfront.

Vague wording creates disputes over reasonable payment windows

The phrase "when the owner pays the contractor" sounds simple until real-world problems pop up. For instance, punch list items, closeout paperwork, and disputed change orders can all stall the owner's final payment to the general contractor. Meanwhile, you have already bought materials and paid your crew. Without a specific deadline in your subcontract, figuring out what counts as reasonable becomes a battle of opinions. Tennessee law may require payment within a reasonable period, and the Tennessee Prompt Pay Act establishes strict default deadlines for payments once the contractor receives funds. However, "reasonable" or disputed timing changes from project to project. Rather than relying on court interpretation later, you can eliminate confusion now by writing exact payment deadlines into your agreement.

Retainage and disputed amounts complicate the timeline further

Retainage holds back a percentage of each payment until the project wraps up, which can delay your final check for months after you finish the main work. In Tennessee, state law caps retainage at 5%. Additionally, projects over $500,000 require these funds to go into an interest-bearing escrow account. Similarly, when the owner disputes a change order or questions part of your invoice, your entire payment can freeze. To protect your cash flow, your contract should address these scenarios directly:
  • Define separate deadlines for progress payments and retainage release
  • Require the contractor to pay undisputed amounts even when disputes come up
  • Establish a written process for handling questioned invoices
  • Mandate prompt forwarding of your payment applications up the chain
These provisions ensure that disagreements over one line item do not stop payment for all the work you have already finished.

Protect your bottom line with clear contract language

Pay-when-paid clauses do not have to leave you guessing when your next check arrives. By defining deadlines, separating disputed from undisputed amounts and documenting every step, you turn vague timing language into enforceable payment terms. You can improve your chances of receiving fair compensation when you have someone with legal experience in construction law in your corner.]]> On Behalf of Kuebler & Associates, PLLC <![CDATA[Does office space still matter in the age of hybrid work?]]> https://www.kafirm.law/?p=49419 2026-07-10T12:34:00Z 2026-07-15T12:33:36Z Why headlines do not tell the whole story If you own commercial office property, headlines do not always reflect what is happening in the market. Reports about the office sector often focus on the challenges facing landlords and investors, particularly since workplace habits changed in recent years. Some of the trends driving those conversations include:
  • Increasing vacancy rates in certain office markets
  • Declining demand for large office spaces
  • Rising operating and financing costs
  • Greater competition for prospective tenants
  • Growing interest in flexible workplace arrangements
These trends have affected properties in different ways. While some office buildings have struggled to attract tenants, others continue to lease space and maintain strong occupancy levels.

What tenants want from office space today

If you own commercial property, tenant expectations may look different than they did several years ago. Many businesses now focus less on size and more on how a space supports their day-to-day needs. Companies continue to seek offices that encourage collaboration and provide a professional setting for client interactions. Modern technology, updated amenities and flexible layouts can influence leasing decisions. For many tenants, the quality and functionality of a space now carry more weight than the total square footage.

How commercial property owners are responding

Property owners have responded to these market changes in a variety of ways. While some office buildings face leasing challenges, others attract tenants by:
  • Renovating outdated office space
  • Adding amenities that appeal to tenants
  • Offering flexible leasing arrangements
  • Incorporating mixed-use development features
  • Repurposing underused property areas
These efforts reflect changing tenant preferences and competition in the office market.

How office demand affects property decisions

Changes in office demand can affect more than leasing activity. They can also influence how commercial property owners view the long-term value and use of their properties. For some owners, tenant turnover may create opportunities to update lease terms or attract a different type of tenant. In other cases, owners may consider redevelopment projects or a new use for part of a property. These decisions can involve lease obligations, zoning requirements and other factors that affect how a property may be used in the future.]]> On Behalf of Kuebler & Associates, PLLC <![CDATA[How do performance bonds protect your construction project?]]> https://www.kafirm.law/?p=49340 2026-06-11T14:30:56Z 2026-06-16T10:16:43Z How does a performance bond work? A performance bond is a type of construction bond that generally focuses on project completion. It usually involves three parties: the project owner, the contractor and the surety company that issues the bond. If the contractor does not finish the work as agreed, the surety company may step into the situation to ensure completion of the work. It may then review the contract, the work completed so far, and the options available under the bond. Depending on the facts, the surety might help move the project forward through another contractor or provide money tied to the covered obligation. The details may differ from project to project. In general, however, a performance bond focuses on the contractor’s promise to complete the work under the agreement.

Why should you use performance bonds?

Construction projects often require a large amount of time, finances, and planning. Delays, unfinished work, and sudden problems may affect the schedule. They may also affect the budget and the next steps for the project. A performance bond may give the project another way to address problems tied to completion. It may help the owner feel more confident that there is a process in place if the contractor does not finish the work as expected. For that reason, performance bonds typically appear on large-budget projects with multiple contractors or extended timelines.

Protecting your project with performance bonds

Construction projects often carry some level of uncertainty. While a performance bond may not eliminate every risk, it generally focuses on one important question: what might happen if the contractor does not complete their contractual obligations? Understanding the basic purpose of a performance bond may help you better understand how construction projects address completion-related concerns before work begins.]]> On Behalf of Kuebler & Associates, PLLC <![CDATA[Can a contractor charge you for delay costs?]]> https://www.kafirm.law/?p=49338 2026-05-19T13:44:32Z 2026-05-19T13:44:32Z What are valid reasons for delay charges? Depending on the contract’s allocation of responsibilities and any required notice/documentation, a contractor may seek delay costs for delays caused by the other party, such as:
  • Delaying approval of submittals or shop drawings
  • Restricting site access required under the contract
  • Not supplying materials required under the agreement
  • Delaying required permits or inspections
  • Missing deadlines for assigned work
  • Responding late to project information requests needed for progress
When a contractor bills you for delays, you may want to compare the charges with your contract and the cause of the delay. While enforceable, a "no damage for delay" clause in Tennessee can be bypassed if the delay results from the owner's bad faith, active interference, or is of such an unreasonable duration that it may be treated as beyond the parties’ contemplation. Moreover, if the delay resulted from the contractor's own actions or negligence, the charges may not be enforceable.

What happens if a contractor offsets payments for delays?

Payment offsets occur when contractors deduct delay charges from payments owed for completed subcontractor work. Under the Tennessee Prompt Pay Act, a party withholding payment may be required to give timely written notice of the amount withheld and the reason for withholding. If the withholding is not permitted by the contract or is not properly noticed, the withholding party may face statutory remedies such as interest and, in some cases, attorney’s fees A payment offset may not be valid if:
  • The contractor’s conduct or oversight caused the delays
  • The contract does not authorize offsets for the stated reasons
  • The contractor failed to follow the notice procedures required under the contract
  • The contractor withheld payment without clearly identifying the basis for the deduction
If deductions are not supported by the contract terms, you may have grounds to challenge them. In some cases, withheld amounts may be recoverable.

How can you protect your business from unfair delay charges?

Unfair delay charges may arise when parties disagree about the cause of the delay. Clear, consistent documentation may help reduce that risk by reliably showing project progress. To maintain accurate project records, you can take steps such as:
  • Logging daily job progress, including any interruptions or delays
  • Documenting all instructions, approvals and change orders
  • Tracking when contractual obligations are completed
  • Noting any site access issues or coordination problems involving other trades
  • Keeping written communication related to scheduling changes or delays
Unclear records often lead to disputes, which can result in a strained working relationship. Clear project records may help confirm whether a delay reflects broader coordination issues.

Responding to delay charges from contractors

Protecting your business means knowing when to stand firm against unfair billing practices. When you face delay charges that seem improper, you may benefit from legal guidance. A knowledgeable advocate can review your contract, assess the validity of the charges under Tennessee law and help you pursue appropriate remedies.]]> On Behalf of Kuebler and Associates, PLLC <![CDATA[4 key elements that must be in your company’s governing documents]]> https://www.kafirm.law/?p=49339 2026-04-17T14:01:57Z 2026-04-17T14:01:57Z Think of your governing documents as the rulebook for your Tennessee business. They spell out how your company runs, who is in charge and what everyone involved must follow. Without solid governing documents, your business can quickly fall into arguments, expensive legal trouble and money problems. That is why you need to know the four key things your governing documents must have to keep your business safe and on track. But first, it helps to understand what these documents actually are and why they are so important.

What are business governing documents?

Business governing documents such as company bylaws, operating agreements or shareholder agreements are the legal rules that hold your company together. They tell every owner, partner or member how things work. For limited liability companies (LLCs), operating agreements lay out who owns what, who is responsible for what and what each member must do. For corporations, bylaws help the board manage the day-to-day running of the business. Either way, everyone in the organization must follow them including anyone who joins later down the road. Hence, knowing what governing documents are is a good start. But knowing what to put in them is what really keeps your business out of trouble.

Four key elements your governing documents must include

Good governing documents cover four important areas that protect your business and the money you have put into it. Each one plays a big role in keeping things organized, financially healthy and legally sound. Here are the four things your documents should cover:
  • Organizational structure: Your documents should make clear that your business is a legal entity and who has the power to make decisions and set rules. This gives your leadership team the authority they need to keep things running properly.
  • Operational guidelines and conduct policies: Your documents should explain what each person's role is and set basic rules for how the business operates day to day, such as how the team makes decisions and how people should behave at work.
  • Financial obligations and capital management: Your documents should spell out how money comes in, how the business distributes profits and what each person owes financially. This keeps everyone on the same page and helps avoid money-related disagreements down the line.
  • Legal provisions: Your governing documents must include amendment processes, enforcement powers and steps to handle disputes, giving leadership the legal tools to address violations and update policies as the business grows.
Put all four of these together and you have a strong foundation for your Tennessee business. Leave any of them out and you are leaving the door open for confusion, conflict and financial risk.

Strong documents build stronger businesses

At the end of the day, your governing documents are only as good as what you write in them. Vague or missing sections can leave your team without clear direction when things go wrong. What you write today shapes how your business runs for years to come. Therefore, taking the time to review and improve your governing documents is one of the smartest moves you can make for your Tennessee business.]]> On Behalf of Kuebler and Associates, PLLC <![CDATA[5 signs it is time to restructure your business entity]]> https://www.kafirm.law/?p=47635 2026-03-16T14:37:27Z 2026-03-19T12:44:57Z Growth changes your risk profile. The entity you formed at launch may not protect you at scale. Tennessee law gives you options under the Tennessee Business Corporation Act and the Tennessee Revised LLC Act, but those statutes also expect you to follow clear rules. If you ignore governance or mix funds, a court may question your liability shield based on the facts. As your company grows, you need to confirm your structure still fits your goals.

When growth outpaces your original structure

Rapid expansion often reveals structural strain. You may see pressure in governance, taxes or compliance. You may need to reassess your entity if you notice any of the following:
  • You now operate in multiple states and face new registration and tax duties tied to your where you operate
  • You plan to raise capital and your current entity does not document clear equity or voting terms
  • You retain significant profits and your tax classification no longer aligns with distribution goals
  • You and your co owners rely on outdated operating or shareholder agreements that do not reflect current management or align with state default rules
  • You blur personal and business finances, which increases veil piercing risk in Tennessee courts
Each of these signs points to scale and signal that your original framework may not support your next stage.

What restructuring can accomplish under Tennessee law

Tennessee law allows you to convert your business between entity types if you follow statutory procedures.  You may shift from an LLC to a corporation to attract investors. You may elect S corporation tax status if you meet federal and state requirements. You can also form holding companies or subsidiaries to isolate risk, though this is not absolute. You will want to note that these conversions may trigger tax consequences and require relevant consents. Updated governing documents can clarify fiduciary duties and decision making authority under Tennessee law. This blog post is for general information only and is not legal advice. Legal counsel may guide your specific situation when restructuring your business. This ultimately reflects disciplined leadership.

Build for where you are going

You built your company to grow, and your legal structure should evolve with it. Tennessee law provides flexible tools, but timing and documentation matter. A periodic legal review can help ensure your entity supports your revenue, risk profile and long-term plans.]]> On Behalf of Kuebler and Associates, PLLC <![CDATA[How to assess liability in commercial property deals]]> https://www.kafirm.law/?p=47631 2026-02-13T13:30:08Z 2026-02-18T09:33:15Z Commercial property investments may offer high rewards but usually carry significant legal risks. You often face complex liability issues that can drain resources and stall growth.  Identifying these risks early protects your business assets and ensures a smoother transition of ownership. A proactive approach helps you uncover hidden vulnerabilities before you sign a final agreement.

Examine existing leases 

Reviewing all current tenant agreements to identify potential conflicts is critical. Tenant estoppel certificates confirm lease terms and highlight any outstanding claims against the landlord. This process ensures that you do not inherit legal headaches or financial disputes from the previous owner.

Conduct physical inspections 

A thorough site visit reveals more than just structural integrity. You look for non-compliant renovations and safety hazards that could lead to future lawsuits. Practical knowledge of construction helps you spot code violations that standard inspectors might overlook during a routine walk-through of the facility.

Evaluate title and zoning 

Clear titles prevent ownership disputes while proper zoning ensures you can use the land for your intended business purpose. You check for easements and liens that might restrict your daily operations. This step secures your right to develop or expand the property without facing legal interference later.

Seeking legal support 

Owning a commercial property can be a huge risk, but with the right guidance, it can turn into a secure investment. A skilled lawyer can catch subtle language in indemnification clauses that could shift massive costs onto your shoulders.  You need a partner who focuses on the big picture to ensure your contract works for your long-term success. Protecting your company requires more than a handshake; it requires a deep understanding of Tennessee statutes and commercial standards. Dealing with these in the beginning builds a strong foundation for your business growth.  ]]> On Behalf of Kuebler and Associates, PLLC <![CDATA[Who carries the risk in commercial construction contracts]]> https://www.kafirm.law/?p=47626 2026-01-15T12:51:33Z 2026-01-20T08:40:53Z Risk shows up on every commercial construction project. Delays, price changes, design problems and supply issues can affect even experienced teams. While many owners and contractors believe their commercial construction contract already covers these risks, trouble starts when responsibility shifts unexpectedly. Because of this, many parties overlook these terms until a dispute begins.

Contract terms that decide who carries the risk

Risk allocation rarely sits in one clause. Instead, it spreads across several provisions that shape responsibility long before work begins. These terms may look standard, yet they can carry serious consequences if no one reviews them closely. These contract provisions commonly determine which party absorbs financial and legal risk when problems arise:
  • Indemnity provisions that shift liability beyond a party’s actual work
  • Force majeure clauses that fail to address modern disruptions like supply shortages or pandemics
  • Payment terms that affect cash flow and leverage when disputes arise
  • Insurance requirements that leave coverage gaps between policies
  • Change order procedures that limit recovery for extra work or delays
Many disputes trace back to these specific clauses. Since parties focus only on price, they miss how these provisions work together. Once a project hits trouble, the contract controls the outcome.

Where risk exposure gets misjudged

Owners may assume contracts push all risk to contractors. In reality, vague drafting leaves owners responsible for expensive delay claims. Similarly, contractors may think they only carry risk for their own labor. However, unclear language regarding coordination duties can quickly expand that exposure. As projects grow larger, small misunderstandings carry larger price tags. A missed notice deadline or unclear change order process can decide who absorbs six or seven figures in cost.

Why construction experience matters

Commercial construction contracts work best when they reflect how projects run in the real world. Job sites rarely follow clean timelines or perfect sequences. Crews coordinate under pressure while materials arrive late and decisions happen fast. Contract language needs to account for those realities. Getting legal guidance from a lawyer experienced in construction contracts, project timelines, and coordination issues can be beneficial. They can help identify risks that contract language alone may not reveal. Since they understand how schedules shift, they help agreements reflect real project conditions. When contracts align with reality, parties face fewer surprises during the build.]]> On Behalf of Kuebler and Associates, PLLC <![CDATA[Which insurance policies should every construction business have?]]> https://www.kafirm.law/?p=47617 2025-12-16T13:20:58Z 2025-12-19T08:52:55Z Running a construction business in Tennessee comes with risks. Accidents, property damage, or injuries can happen even on well-managed projects. Without the right insurance coverage, these risks could create serious financial problems. Knowing which policies are essential can help you protect your business and keep projects on track.

How can general liability insurance protect you?

General liability insurance can protect your business when a third party gets hurt or if you damage someone's property during your work.  It may create an obligation to defend you in a lawsuit, pay medical bills, legal fees, and settlements. For example, if a visitor slips on your site or a subcontractor damages property, general liability may cover the costs. Contrary to the general understanding, it is not insurance for your work.  In Tennessee, this coverage is mandatory for licensed contractors. You cannot get or renew your contractor’s license without providing proof of this insurance to the state board. It is not just a safety net; it is your ticket to legally working on larger projects.

Why might builder’s risk insurance matter to your projects?

Builder’s risk insurance protects the construction project itself. It usually covers damage to buildings under construction caused by fire, storms, theft, or vandalism. Without it, a sudden event could halt a project and leave you paying for repairs out of pocket. In Tennessee, heavy rain, storms, fire, or tornadoes can damage the work you are contracted to provide. If you have been paid for the work and it is damaged, you still have to deliver the final product, and the owner does not have to pay twice. Builder’s risk insurance can protect your materials, equipment, and structures while you complete the work.

How does workers’ compensation keep your team safe?

Workers’ compensation insurance helps employees for injuries on the job, covering medical bills, rehabilitation, and lost wages. Tennessee enforces strict construction laws for this coverage. Every construction business owner, including a sole proprietor with no employees, should carry this insurance or register for an exemption with the Secretary of State. If you have employees, you may need this policy right away. Following this rule may protect your business from state fines and stop-work orders. Without it, you are responsible for paying medical bills, rehabilitation, and lost wages for job-site injuries.

What other coverage could be useful for your business?

Beyond general liability, builder’s risk and workers’ compensation, you might consider additional coverage like:
  • Commercial auto insurance: Protects vehicles used for deliveries or traveling to job sites
  • Professional liability: Covers mistakes in design, planning or consulting services
  • Equipment coverage: Protects expensive tools and machinery from loss or damage
  • Pollution coverage: This can be designed to cover mold (a standard exclusion) or spills.
The right combination depends on your business size, project types, and client requirements.

Protect your business before accidents happen

Carrying the right coverage in Tennessee can help you manage unexpected construction events without derailing projects or risking personal finances. Reviewing your policies regularly and consulting with a construction law attorney ensures you remain compliant as your business grows.]]> On Behalf of Kuebler and Associates, PLLC <![CDATA[How to draft a clear commercial construction contract]]> https://www.kafirm.law/?p=47612 2025-11-13T14:38:27Z 2025-11-18T10:40:29Z Starting a commercial construction project in Tennessee can be exciting, but that feeling can easily go away without a clear contract. A well-written agreement can help everyone understand their responsibilities and reduce the chances of disputes, saving you stress and money. Even if you trust the people involved, putting the terms in writing may help protect your investment.  The best thing to have between friends is a well-drafted contract.

Define project details clearly

The Contract must clearly define the project scope in detail. Include the type of work, timeline, specific drawings or blueprints, materials and any special requirements. Setting realistic start and end dates and noting key milestones can keep the project on track and make everyone accountable.

Set clear payment terms

Clear payment conditions help avoid confusion. You may include:
  • Total project cost and a payment schedule
  • Conditions to meet before each payment is made
  • Consequences for late or missed payments
Tennessee law can affect these terms. For example, the state limits retainage to 5% of the total contract and requires payment within 90 days of substantial completion under the Prompt Pay Act.

Include other important clauses in the contract

Incorporating certain types of clauses can protect both parties and manage risks. Some clauses to consider are:
  • Change orders: Specify how to approve and manage changes to scope, schedule or price.
  • Dispute resolution: Outline steps to handle conflicts, including mediation, arbitration or litigation.
  • Suspension or termination: Describe rights and procedures for pausing or ending the contract, including for cause or convenience.
  • Warranties and guarantees: Detail any guarantees on labor and materials and the process for making claims.
  • Force majeure: Account for unexpected events like natural disasters that might delay work.
  • Insurance: Specify required coverage, such as liability and workers’ compensation.
  • Limitations on liability: Allow contractors a chance to fix problems before an owner can sue, and set caps on potential damages.
  • Attorney fees, choice of law, and venue: If a dispute arises, define where it will take place, what law applies, and who pays attorney fees.
In commercial construction, covering every angle and using clear language can make managing your project easier and protect your interests every step of the way.

Why clarity in commercial construction contracts matter

Having a clear and comprehensive agreement can help manage expectations, allowing you to handle any issues that come up. It can keep your budget and schedule on track while making the project less stressful. Even with careful planning, some disagreements might still happen, but a solid contract usually makes things easier to manage. Getting legal guidance when drafting or reviewing the contract can add extra protection for your investment.]]>