In its July 2014 decision in Skansa USA Civ. Northeast Inc. v. City of N.Y. Office of Administration, the New York Supreme Court upheld an engineer’s decision to reject a contractor’s specification change request. The case dealt with a contract for a piping system improvement project in wastewater treatment plants. That contract required the contractor to furnish and install 12-inch manual hand-wheel type coupling produced by a specified manufacturer. After bidding on and being awarded the contract based on that specification, the contractor requested that the specification be changed to a ratchet lock pipe produced by a different manufacturer. The engineer for the Department of Environmental Protection refused the change request. The contractor challenged the refusal before the Contract Dispute Resolution Board but the Board upheld the engineer’s decision. The contractor appealed that ruling to the New York Supreme Court, which also upheld the engineer’s decision. As the court stated:
Because the contract does not require the Engineer to justify the basis of the rejection, petitioner’s argument that the Engineer should have given a more extensive written analysis as to the substitution is without merit… the question of whether the proposed ratchet coupling is equivalent in type, function, and quality to the hand-wheel coupling manufactured by someone else is not a matter of contract interpretation. Deciding the question might call for specialized knowledge, and the contract clearly placed that question solely within the purview of the Engineer.
The court also stated that even “if the Engineer erred, the contract unambiguously designates the Engineer as the sole judge of whether the proposal substitute is an “approved equal”, and the Engineer’s determination is final.” The court concluded by ruling that it “may not rewrite nor distort” the contract specification “by substituting its judgment for that of the Engineer under the guise of contract interpretation.” As this case illustrates, the courts will tend to defer to the sanctity of contract terms in order to help preserve the certainty of contracts and will be reluctant to substitute their own interpretations for those of subject matter experts responsible for managing and interpreting technical standards within contracts.
