What Are an AIA Owner-Architect Contract?

The American Institute of Architects (AIA) issues standard form contract documents used by architects, contractors, and other industry professionals. The AIA Owner-Architect Contract governs the contractual relationship between architects and owners. Like other forms published by the AIA, the Owner-Architect Contract is one of the most widely used standard forms of contract documents in the United States and shapes the industry by defining the obligations owed by each party to the other .
In any construction, the owner and architect must work closely to ensure a successful and positive outcome for each project. The purpose of the Owner-Architect Contract is to formalize the business arrangement between the central players in any construction project, the owner and the architect, and to prevent misunderstandings that could lead to costly litigation. In general, because the form established a more or less universal standard governing these relationships, it is the most popular form of contract used by owners and architects in the United States.

Key Components of the AIA Owner-Architect Agreement

It is essential for both owners and architects to be able to identify key provisions in the contract documents that will establish their risk profile and assist them in making business decisions as the project progresses. One of the key components in all AIA document series is the Owner Architect Contract or Services Agreement (hereinafter "Contract"). The AIA Owner-Architect Contract is comprised of a series of documents that are typically delivered separately to the Owner and Architect. There are three key components to the Contract: 1) Owner and Architect are typically an equal bargaining positions, 2) Owner has the same level of input and control over the Contract provisions as the Architect, and 3) changes to the Contract can be detrimental to the Owner if not reviewed carefully by the parties.
The scope of work is one of the most commonly negotiated provisions in the AIA Document series. The scope of work clearly identifies the schedule and cost for the performance of the work. It also outlines the responsibilities of the Owner and the Architect at a high level. The schedule outlines the time and method for payment, but does not include the specific method of performance and the specific time for performance. For example, the Contract may not state that work shall be performed "during normal business hours," which begs the question- what are normal business hours?

The Advantages of Choosing AIA Owner-Architect Contracts

The AIA Owner-Architect Contract has been the industry standard when hiring for professional services since 1888. This document sets the standard terms for professional practice, which in turn also sets the standard for the industry as a whole. As such, this document and its form documents have been referenced, copied and used by nearly every large and medium sized firm.
The general conditions of AIA’s contracts for services have been widely adopted and modified for use in other industries, such engineering and construction management.
There are several benefits to using the AIA Owner-Architect Contract. Many of its provisions encourage the parties to clearly define their expectations from the outset of the relationship. By doing so, the parties more readily know what each other expects and wants. This clarity of expectation helps avoid many common miscommunications and the resulting disputes that they create.
Having a formal agreement that outlines the scope of work and expectations also goes a long way towards facilitating a strong and successful long-term working relationship. People like to have clear and concise guidelines to work within. It helps to get a project started off on the right foot.

Common Issues and How to Resolve Them

Issues can arise when using AIA contracts, resulting from miscommunications or legal misunderstandings. Some of the most common problems include: (1) the provisions of the Owner-Architect contract may not align with the language or provisions of the subsequent Owner-Contractor Agreement, (2) there are too many overlapping exclusions from liability, and (3) contractual provisions – such as the certificates of insurance and insurance requirements – may be overly general. However, these issues can be resolved if one side is willing to put forth the effort and time to negotiate the provisions, or by inserting additional language and information into the AIA documents before they are signed. While this may require extra time spent on the front-end, it creates a safer and more organized working agreement in the long run.

AIA Owner-Architect Contract Modifications

Though the AIA standard form is the most common Owner-Architect form, that doesn’t mean that the Owner-Architect Contract is finalized once you use one of the form contracts. Each contract should be carefully read and then modified by the Parties to fit the specific details of the project and the relationship.
Often Owners and Architects look to the form contracts for their broad wording, but that very language may not apply to every relationship. Indeed, if the Parties simply use the AIA form without carefully reading and revising it , they may neglect important details that apply to their specific situation.
If a Contract needs to be modified, below are some of the best practices for the process:
• Send a redline of the standard form to the other Party outlining the desired modifications.
• The other Party can then send a marked-up version with their modifications to the first Party.
• The Parties should then continue to redline and mark-up the Contracts until an agreement is reached.
Once an AIA Owner-Architect Contract is signed, it becomes binding on both Parties, so make sure that all the necessary changes or additions are clear in the redline drafts.

AIA Owner-Architect Contract Legal Considerations

The AIA Owner-Architect Contract contains some important legal terms that both owners and architects should understand. The following are some of those terms that require further attention and explanation.
Termination for Convenience: This is a contractual provisions included in most AIA contracts, which allows the owner to terminate the contract of the Architect "wherever the interests of the Owner may require the Architect to be terminated without cause." Article 15.4.1 of the AIA B101-2017 general conditions states:
The Owner may, at any time, without cause and without incurring any liability therefore, except as set forth in Section 15.4.2, terminate the services of the Architect and shall pay to the Architect without penalty or other additional charge, all amounts due upon termination.
If the Owner terminates the Architect for any of the following causes, the Architect shall be entitled only to the compensation then due and owing and unpaid under this Agreement:
This contractual term allows the Owner to terminate the contract with the architect without cause, unless the contract specifically states otherwise. Thus, even if the Architect completely performs its contractual obligations under the Owner-Architect Contract, absent specific language to the contrary, the Owner has the ability to terminate the Architect "at will".
Standard of Care: The AIA Owner-Architect Contract contains standard of care provisions for the Architect. Article 1.1.8 of the AIA B101-2017 agreement states:
Architect’s Services shall be performed with the degree of skill and judgment required by the standards of the profession in carrying out such services.
By including a provision like this, the parties to the agreement have created an objective standard by which the Architect’s work will be judged. If a dispute arises regarding the quality of the work performed by the Architect, the issue can be framed around whether the architect exercised the appropriate "degree of skill and judgment" in performing its contractual obligations.

Comparing AIA Contracts and Other Standard Contracts

In comparing the AIA Owner-Architect Contract to other standard forms of agreements used in the construction industry, as with the design and construction of the project built under it, the Owner-Architect Contract can be viewed as distinct from the other standard forms of agreements used in the industry. For instance, standard AIA contract forms for construction contracts, such as A101, Libra, or C132, detail the intricate relationship between owner, architect and contractor. Among these agreements, the Owner-Architect Contract is most representative of the AIA’s standard forms, with obligations to the owner delimited by the degree of responsibility that the owner assumes for the project’s completion.
Other standard forms serve somewhat different purposes. The A1-B Owner-Architect Contract integrates the services of an architect into a construction management contract. The CNA is a contract solely for construction manager services; neither the owner nor architect is a party to this standard-form agreement.
The Owner-Architect Contract further differentiates itself from the AIA’s standard form construction contracts, by mainly limiting the architect’s responsibilities to the products of its own service. By contrast, a standard construction contract like A101 or Libra spells out, at length and with specific detail, the duties of a contractor and subcontractor. The standard construction contracts do not authorize the contractor’s submission of documents, like shop drawings and product data, to other contractors, subcontractors or the owner.
Likewise, the Owner-Architect Contract distinguishes itself from a standard form construction contract in that it requires the architect, as agent of the owner, to "advise" the owner regarding preparedness for construction, but in no event does it obligate the architect to "guarantee" it. The Owner-Architect Contract’s distinction between mere "advice" and binding "guarantee" can also be found in other standard construction contracts.

How the AIA Contract Might Be Used in the Future

As digital tools continue to make their mark in creative industries, the architectural field is not insulated from the impact of innovation on contractual practices. Among architects’ increasingly indispensable tools, their contractual documents have become central to the construction process. All things considered, the construction sector’s generally slow adoption of technology will inevitably give way to more widely used digital adaptations of AIA Owner-Architect Contracts. In the coming years, we can expect specialised digital contracts that leverage technological improvements and integrate with commonly used digital tools. Simple iterations of these documents could , for example, help contract managers digitally initiate contract modifications with automated email prompts. More complex iterations – which may see substantial impact from artificial intelligence technologies – might enable broader analyses of contract trends or the development of generative contract texts that are adjusted with each deal over time. The digital transformation of the legal world (and the construction sector) has been slower that it has in most other industries. As this international shift eventually picks up pace, AIA Owner-Architect Contracts, too, will likely see adaptations that carefully consider the digital present and future.