Nigeria: An Appraisal Of Essential Provisions To Protect The Interest Of The Main Contractor In A Subcontract Construction Agreement

In Construction, the Employer may nominate a Subcontractor to carry out some Works. In such instance, the Employer would negotiate price with the appointed Subcontractor and direct the Main contractor to appoint the Subcontractor. In some other instance, a Subcontractor may be appointed by the Employer submitting a list of Subcontractors to the Main contractor to choose one of them. The law allows the Main contractor to appoint a Subcontractor to carry out some or all of the construction Works in which the Employer contracts the Main contractor.

Where the Main contractor appoints a Subcontractor to carry out all the Works in the main contract, the Subcontractor in fact steps into the shoes of the Main contractor in the main contract. It is therefore pertinent for the Main contractor to protect itself from liability which may arise from the Subcontractor's default by tying the Subcontractor to the Main contractor's obligations under the main contract and incorporating the terms in the main contract and contract documents to the Subcontract Agreement. In essence the main contractor is made the Subcontractor's supervisor over the Works. This is achieved by the inclusion of these fundamental provisions in the Subcontract Agreement;

  1. Scope of Work

The Subcontractor must contract that it is familiar with the terms of the Works in the main contract between the Employer and Main contractor, the location of the Works and the Conditions in which the Works is to be performed. The Subcontractor must enter into the Subcontract Agreement based on its independent investigation and not solely on the opinion or representation of the Main contractor. The Subcontractor should be bound to the Main contractor's obligations under the main contract. The documents referred to in the main contract must form part of the Subcontract Agreement.  

  1. Subcontract Price

The Subcontract price must be clearly stated. The subcontract price must be the contract price in the main contract less the retention sum or a lump sum payment. The terms of payment in the Subcontract Agreement must be based on the agreed installment payments in the main contract. If the main contract provides that the Employer retain a certain percentage of the agreed installment as retention sum to be paid upon practical completion, the Main contractor is entitled to hold on to such percentage of the Subcontract price until practical completion. Final payment would be paid to Subcontractor upon completion of the Works in conformity with the contract documents, handover to Employer, payment of invoices of the Subcontractor's subcontractors, remedying of defects and expiration of the defects liability period. 

  1. Completion of Work

The Works must be completed within the time stipulated in the main contract. Hence, the Subcontractor must allow the Main contractor and its representative to inspect progress of the works.

There must be a provision to enable the Main contractor direct the subcontractor to accelerate work in accordance with the schedule of work in the main contract to avoid damages which may arise from such delay. In such an instance, the Subcontractor is not entitled to compensation for any additional work which may arise from its delay. If the Main contractor informs the Subcontractor of a variation of the work, this will not affect the validity of the Subcontractor. The parties would agree on appropriate additions or deductions for the change in the Works.

  1. Insurance

The Subcontractor must maintain an insurance cover to protect both the Subcontractor and Main contractor against any damages, loss of property or material, injury to any worker, third party liabilities arising from the Subcontractor's Work, Plant or Machinery.

  1. Claim or Lien

Where a claim or lien is brought against the Works, the Subcontractor shall satisfy or defend such claim, lien or judgment within a reasonable time failing which the Main contractor may do so and seek reimbursement from the Subcontractor. Subcontractor shall also indemnify the Main contractor in relation to any claims whatsoever arising from Subcontractor's obligation under the Subcontract Agreement.

Subcontractor shall promptly remedy damages to the satisfaction of the Main contractor  failing which the Main contractor shall remedy the damage and deduct the cost from the amount due to Subcontractor unless such cost are recoverable under the applicable insurance policy maintained the Subcontractor.

Subcontractor shall be liable for any loss or damage to any Work or to any equipment and materials on the job site caused by it, its agents, or employees.

  1. Dispute Resolution

Technically, the dispute resolution mechanism in the main contract cannot be incorporated by reference into the Subcontract Agreement. This is because arbitration proceeding is strictly between parties who agree to it. The dispute resolution mechanism in the main contract is binding on the Employer and Main contractor only. It is therefore important for the Subcontract Agreement to have its own dispute resolution clause. Since time is of essence in a construction agreement, the parties should include settlement negotiations and mediation before arbitration.

The Main contractor shall present any timely filed defence by Subcontractor to Employer's action or claims under the appropriate procedure and subject to the other provisions of the Subcontract, pay the Subcontractor proportionate sums paid by Employer to which Subcontractor is entitled.

The Subcontractor shall bear the cost of arbitration proceedings including attorney's fees and all the expenses accruing to the Main contractor in relation to disputes arising from the Works in the main contract.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.