Almost every article or discussion dealing with the legal aspects of integrated-project-delivery contracts raises the notion that IPD contracts have not been tested in court and that this untested status elevates the legal risk to the IPD participants. While it is true that, as of this date, there is little, if any, case authority dealing with the legal merits of IPD contracts, that does not tell the whole story.

这个想法的第一个挑战是确定whether IPD contracts really are new. Those of us who were around in the early 1980s will remember the “partnering” agreements that, along with other contract documents, were circulating and will recognize some of the “fluff” language inserted in IPD contracts in an obvious effort to engender a spirit of cooperation.

该语言实际上并不是全新的，而是相同的可执行性问题。IPD合同的新事物是，它们已经出现了BIM技术。新技术本身还不足以避免项目交付方法。新的不一定是糟糕的。

Contracts that are new and untested give most of the legal community a stomach ache because there are no legal authorities or precedents to provide assurances as to legal risk assessment. However, the lack of judicial precedent on a particular subject matter will give a skilled and savvy attorney a clear slate to educate the judicial community on what the language means or should mean.

此外，即使可能没有律师可以阅读以找到IPD合同中特定条款的含义的长期案件，我们仍在处理合同法，并且我们有超过100年的合同解释规则。指导我们。尽管IPD合同上可能没有很多司法历史，但这可能会使不小的范围脱颖而出，但也可能为创新思想家创造机会。我认为不确定性不足以避免IPD合同。

通常说，IPD合同中的球员将假设他们不习惯进行的风险。然而，任何从未签署过设计建造合同的承包商或分包商都做同样的事情，而且通常，设计师也从未在以前从未在手段和方法中扮演过任何角色。

设计and Financial Risk

The contractors in an IPD environment run the risk of assuming some design responsibility, and, at a very minimum, the contracts usually are set up to share financial risk of the project; this risk could include, to some extent, design deficiencies. In addition, contractors may, depending on the language of the contract, absorb liability for the design they contribute as well as the liability for the design contributions of their subcontractors.

尽管IPD的大多数评论员和支持者似乎都认为与设计相关的问题将通过BIM发现，但熟睡的龙很可能是对计算机模型的过度依赖，而没有足够的人类投入。

这是一些最重要的风险。

Loss of the Spearin Doctrine

Spearin学说是一项悠久的规则，该规则来自美国最高法院的决定U.S. vs. Spearin(1918), adopted in some form by most states, which stood for the proposition that a contractor under a traditional design-bid-build contract could assume that the plans and specifications provided by the owner’s design team were buildable. Thus, if the design documents were not buildable or if the design did not work or function the way the designers or owners intended, the contractor was exonerated from liability as long as the contractor built the project in accordance with those contract documents. This precedent has been adopted in some form by most states.

With the advent of design-build construction, this principle disappeared because contractors were providing the design services. With IPD, the lines between design and construction definitely are blurred.

The contracting community risks losing the Spearin Doctrine defense in an IPD setting depending upon how the IPD contract is drafted and what specific input or design liability the contractor has undertaken for itself or its subcontractors. This potential loss is mitigated somewhat by the fact that contractors already have been operating without Spearin Doctrine protection under design-build contracts.

Sharing in Means and Methods

In design-build construction, designers do not absorb means-and- methods responsibility because, in theory, design and construction are provided through a single contracting entity. That may change with IPD contracts. Designers likely will absorb some of the financial risks of mistakes...