A contract is an exchange of promises, some written and others not. The written promises in a construction contract might be found in the documents the parties actually sign, or in other documents to which the signed document refers. Other promises are implied by the courts. Almost all construction practitioners are familiar with one promise that courts have implied into construction contracts known as the “Spearin warranty” or the “Spearin doctrine,” so-called because it was recognized in the United States Supreme court’s decision in the case of United States v. Spearin, 248 U.S. 132 (1918). Spearin has been read by most federal and state courts to hold that an owner impliedly warrants the adequacy of design specifications furnished to a contractor for its work. Accordingly, in many cases, if there is a defect in the design specifications which causes a failure or which makes the contractor’s work more difficult, the contractor has a defense or a potential claim against the owner for the increased cost of performance.
However, a recent decision by the U.S. Court of Appeals for the Fifth Circuit, Dallas/Fort Worth International Airport Board v. INET Airport Systems, Inc., et al., 2016 U.S. App. LEXIS 6646, 819 F.3d 245 (5th Cir. Apr. 12, 2016), reminds us that the implied warranty recognized in Spearin may in certain instances be subject to qualification by the express language of the parties’ contract.