The seemingly minor details of furniture, furnishings, and equipment in an interiors project can have a big impact. In 2019, AIA updated its Interiors Family of contract documents, which account for the potentially complex legal issues inherent in interiors projects—be it a centuries-old renovation or a new shell building, devoid of interior walls and finishes.
Interiors projects are more likely to require predesign services, such as programming or test-fit analysis, as a necessary piece of the architect’s scope. But from a legal perspective, furniture, furnishings, and equipment (or FF&E for brevity) make interiors projects unique.
The FF&E provider is another important part of the equation. Owners typically buy FF&E directly from vendors or manufacturers, bypassing the general contractor. This leaves an architect drafting two sets of drawings and specifications—one to form the basis of the construction contract, the other to form the basis of the FF&E contract. And with separate entities performing work under separate contracts comes the complexity of multiple bids, budgets, and schedules. There’s also no industry standard for how an architect interacts with FF&E vendors. Some owners want to hire and manage vendors themselves, while others want to delegate this responsibility to the architect.
FF&E contracts are also governed by a different set of rules than construction contracts: those found in Article 2 of the Uniform Commercial Code (UCC). Article 2 governs the sale of movable goods such as furniture, and addresses irregularities that often occur in sales contracts. Unlike other contracts, the sale of goods are often not fully negotiated or committed to one writing. Often, buyers and sellers exchange their own proposed contracts and never formally agree to one set of terms. In other instances, they may agree on some terms while neglecting to address others. When disputes arise, the parties are left struggling to make sense of a muddy contracting scenario. The UCC addresses these contractual shortcomings and provides a set of rules that attempt to honor the parties’ original intentions. If a term is missing, the UCC provides a default. If there are two proposed contracts with different terms, the UCC provides a method for reconciling the differences.
In essence, the architect’s task on an interiors project is to finish the design of an existing building while dealing with both contractors and vendors and their various budgets, schedules, and contract documents, all while recognizing that these contracts will be managed, interpreted, and affected by two distinct sets of law.
It's a Daunting Task, but Using the Right Contracts Can Help
AIA’s 2019 update to the Interiors Family of documents includes the impact of the UCC on FF&E. The lead owner/architect agreement in this family, B152-2019, was reworked to draw clearer distinctions between interior architectural design and FF&E design. If an architect is only performing one set of services, the other can be easily redacted. This separation also allows architectural interior design and FF&E design to progress on their own independent schedules with separate budgets and estimates. B152 also establishes a baseline for interactions between the architect and vendors. For example, while the architect is expected to inspect FF&E upon delivery and when installation is complete, the architect is not required to purchase FF&E on the owner’s behalf. But should that need arise, AIA has created a new scope of services document, B254-2019, that allows the architect to get paid extra for acting as the owner’s purchasing agent.
AIA also modernized its vendor agreements to make them easier to use. The 2007 owner/ vendor agreement was comprised of two parts: A151 and A251. Those documents have now been merged into one, A151-2019, which is intended for situations where the vendor will provide a large amount, or perhaps even all, of the FF&E for a project. In A151, the vendor not only sells and delivers FF&E, it performs on-site work such as placement, assembly, and installation. In 2019, AIA also added a second option for hiring vendors: the A152-2019, Purchase Order. A152 is a short document that was designed to allow sales contracts to be negotiated quickly. It is suitable for engagements that are limited to the sale and delivery of goods not requiring on-site work.
Interiors projects come with complex contracting issues. But recognizing these issues and using the right contracts for your situation is the right place to start addressing them. Visit aiacontracts.org to learn more about the AIA’s Interiors Family of documents.
This article is not meant in any way to provide legal advice. If professional advice or other expert assistance is required, the services of a licensed professional should be sought.
