Unpacking the Complexity of FIDIC 2017 Contracts

Resolving Ambiguities: A Deep Dive into
Document Priority in FIDIC 2017 Contracts

Aspect FIDIC Red Book 2017 FIDIC Yellow Book FIDIC Silver Book
2017 2017
1. Contract Agreement 1. Contract Agreement 1. Contract Agreement
2. Letter of Acceptance 2. Letter of Acceptance 2. Particular Conditions
Part A – Contract Data
3. Letter of Tender 3. Letter of Tender 3. Particular Conditions
Part B – Special
Provisions
4. Particular Conditions 4. Particular Conditions 4. General Conditions
Part A – Contract Data Part A – Contract Data
5. Particular Conditions 5. Particular Conditions 5. Employer’s
Part B – Special Part B – Special Requirements
Provisions Provisions
Order of 6. General Conditions 6. General Conditions 6. Schedules
Priority 7. Specification 7. Employer’s 7. Tender
Requirements
8. Drawings 8. Schedules 8. JV Undertaking (if
Contractor is JV)
9. Schedules 9. Contractor’s Proposal 9. Other documents
forming part of the
Contract
10. JV Undertaking (if 10. JV Undertaking (if
Contractor is JV) Contractor is JV)
11. Other documents 11. Other documents
forming part of the forming part of the
Contract Contract
Detailed Analysis of Clause 1.5 "Priority of Documents"

Clause 1.5, "Priority of Documents," across the FIDIC Red, Yellow, and Silver Books aims to
establish a clear hierarchy among the documents that form part of the contract. This priority is
crucial in cases where there are conflicts, ambiguities, or discrepancies between different
contract documents, as it determines which document takes precedence over another to resolve
these issues.
1. Red Book (2017)

• The Red Book is primarily used for traditional construction contracts where the design is
provided by the Employer. The order of precedence starts with the Contract Agreement
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and is followed by documents like the Letter of Acceptance, Letter of Tender,
Particular Conditions, and General Conditions.
• Notably, the Specification and Drawings are prioritized after the General Conditions,
emphasizing the importance of these Employer-provided documents in the construction
phase.
• This prioritization implies that if there is a contradiction between the Specification and
the General Conditions, the General Conditions will prevail.
2. Yellow Book (2017)

• The Yellow Book is intended for projects where the Contractor is responsible for both
design and construction. Here, the priority is similar to the Red Book but includes the
Contractor’s Proposal and Employer’s Requirements as important components.
• Employer’s Requirements are included at a higher priority (6th), highlighting the
Employer’s expectations as central to the contract. The Contractor’s Proposal is listed
after the Schedules, emphasizing that the Contractor's specific methods and solutions
come after Employer-defined parameters.
• This structure supports the design-build nature of the Yellow Book, ensuring that the
Employer’s Requirements guide the project while giving weight to the Contractor’s input
through their proposal.
3. Silver Book (2017)

• The Silver Book is used for EPC/Turnkey projects where the Contractor assumes a
greater risk, including design, construction, and sometimes even financing. The order of
precedence gives Employer’s Requirements a higher ranking (5th), ensuring that the
Contractor must align with these requirements throughout the project.
• Unlike the Red and Yellow Books, the Letter of Tender is positioned lower in priority,
indicating that the overarching conditions (such as Particular Conditions and General
Conditions) are more critical in guiding the project execution than the original proposal
or tender.
• This structure supports the Silver Book’s emphasis on fixed-price contracts where risk
management and adherence to Employer’s specifications are paramount.
Notice Requirements Across the FIDIC Books

In all three FIDIC versions, Clause 1.5 includes a Notice requirement. If a party identifies an
ambiguity or discrepancy in the documents:
• Red and Yellow Books: The party must promptly provide a Notice to the Engineer,
describing the ambiguity or discrepancy. Upon receiving this notice, the Engineer must
issue the necessary clarification or instruction.
• Silver Book: The party must provide the Notice directly to the Employer. After giving
or receiving this Notice, the Employer is responsible for issuing the necessary
clarification or instruction.
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This approach reflects the difference in responsibility and involvement of the Employer or
Engineer across these types of contracts:
• In the Red and Yellow Books, the Engineer acts as an intermediary and is responsible
for managing discrepancies.
• In the Silver Book, where the Contractor has a greater level of responsibility, the
Employer takes a more direct role in resolving such issues.
Conclusion
Clause 1.5 of the FIDIC 2017 Red, Yellow, and Silver Books establishes a clear hierarchy for
handling contract document discrepancies, which varies depending on the type of contract and
the associated responsibilities:
• The Red Book focuses on traditional contracts with Employer-provided designs.

• The Yellow Book emphasizes design-build projects, incorporating both Employer's
Requirements and the Contractor’s Proposal.
• The Silver Book reflects EPC/Turnkey contracts, with a greater emphasis on managing
risks and meeting Employer's Requirements.
The priority of documents and notice requirements help to minimize disputes and ensure
clarity in project execution, particularly in complex contractual environments.

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Resolving Ambiguities: A Deep Dive into

Document Priority in FIDIC 2017 Contracts

Detailed Analysis of Clause 1.5 "Priority of Documents"

1. Red Book (2017)

All right reserved to Omar Lotfy email: [email protected]

2. Yellow Book (2017)

3. Silver Book (2017)

Notice Requirements Across the FIDIC Books

• The Red Book focuses on traditional contracts with Employer-provided designs.

All right reserved to Omar Lotfy email: [email protected]

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