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Hartford, Connecticut – “Slaughter Clauses”? What is that? The mandatory subcontract form set forth in Section 4b-96 has been routinely ignored by general contractors, who simply include the statutory subcontract as “blah, blah, blah” and then add an array of ridiculous contract clauses that shift many risks and liabilities associated with the general contractor’s work to the subcontractors in order to reduce their own risk and liability.
Provisions that fall into this category of scrupulous construction contract clauses include: blanket indemnification clauses; “pay if paid” clauses; “no damages for delays” clauses; limitations on consequential and compensatory damages; punitive (that is, impossible-to-provide-with-time) notice provisions; one-way attorney’s fees provisions; and various risk transfer clauses and many more.
The case where ruled illegal was filed by ECI, a listed electrical subcontractor working on a State of Connecticut construction project This decision, which was given on June 15, 2021, by the trial court under the supervision of Judge Thomas Moukawsher, has a substantial impact on the subcontracting process for numerous state-funded construction projects in the state of Connecticut.
The Court determined in it’s Memorandum of Decision that the necessary subcontract form for “listed subcontractors” set out in Conn. Gen. Stat. 4b-96 forbids a general contractor from including “slaughter clauses” in these subcontracts under any circumstances.
It is a requirement (per Conn. Gen. Stat. 4b-93) that the general bidder specify its “listed subcontractors” for the Masonry, Electrical, Plumbing, and Heating, Ventilating, and Air Conditioning (HVAC) trades on all State of Connecticut construction projects that are bid and awarded pursuant to Conn. Gen. Stat. 4b-91 et seq. Section 4b-96 specifies the mandatory subcontract form that must be utilized by the general contractor in order to contract with each of the subcontractors on the list.
These bidding laws were created fifty years ago and have been altered numerous times over the years, but the mandatory subcontract form has remained unchanged throughout the years. Listed subcontractors on competitively bid state projects are protected under these statutes from unfair bid shopping, bid chopping, and the imposition of unfair adhesion contracts by general contractors, which are prohibited under state law.
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Connecticut General Statute 4b-96 stipulates the mandatory subcontract form to be used for these listed subcontractors, which reads as follows: “The subcontract shall be in the following form.”
The necessary subcontract form does need extra information to be submitted regarding the area of work performed by the specified subcontractor (sections 1 and 1a), scheduling (section 2), and insurance requirements (section 3). Nonetheless, it does not permit the general contractor to impose any additional exculpatory elements that are in addition to or contradict any of the terms and conditions of the general contract with the State.
As a result, Sections 1a and 1b of the General Contract between the State and the general contractor establish mutual flow-through provisions—the “two-way street”—that limit both the obligations and responsibilities of the general contractor and the subcontractor to mirror those conditions that are specifically set forth in the general contract between the general contractor and the State.
Nevertheless, none of these newly added “slaughter clauses” is permitted by the simple wording, or by the clear intention, of Connecticut General Statutes 4b-96; as a result, these “slaughter clauses” are unconstitutional and unenforceable.
It is recommended that these types of “slaughter clauses” not be inserted in a subcontract if any of the mentioned subcontractors is actively conducting or bidding work for the State, as defined by Connecticut General Statutes 4b-96.
“Slaughter Clauses” are a form of wage theft and are extremely popular in the construction, architectural and engineering industry. States have been ramping up enforcement and legislature at a fast rate especially in New England. Most popular contracts that include “Slaughter Clauses” are on quasi-public projects like affordable housing projects and housing authorities. While these private and semi-private jobs have yet to be challenged General Contractors should begin to rethink the way the do business as lawmakers have been increasingly active on leveling the fields of workers rights.
