Professional Liability & Contract Law

• A contract needs an offer, acceptance, consideration (something of value exchanged), competent parties, and a lawful purpose. Missing any one, there is no enforceable contract.
• Breach is failure to perform what was promised; the remedy is usually damages that put the other party where performance would have.
• Negligence is failing to meet the standard of care: what a reasonably prudent engineer would have done in the same circumstances, at that time.
• Indemnification shifts the cost of a loss from one party to another; a limitation-of-liability clause caps it. Professional liability insurance covers errors and omissions.

Worked: a crack in a slab

A slab designed to the code in force develops shrinkage cracks, and the owner sues the designer. The question is not whether the slab cracked but whether the design met the standard of care. If a reasonably prudent engineer would have detailed it the same way, there is no negligence — the engineer does not guarantee a perfect result.