Over coffee the other morning, I was reading this Lexology article on data centre disputes: “Dispute resolution in data centre projects: Proactive strategies for a high-stakes environment”.

It is written from a legal perspective. But the owner-side lesson is broader.

Disputes do not usually begin when lawyers get involved. They begin much earlier, when project risks are left vague, contract procedures are misunderstood, or teams move too quickly past the details that govern delivery.

The article puts the point clearly: “effective dispute management begins long before any disagreement arises”.

That is exactly right.

For owners, proactive contract writing is not legal housekeeping. It is project risk management.

Complex Projects Expose Weak Contracts

The Lexology article focuses on data centres. That makes sense. Data centres bring together large capital investment, technical systems, tight delivery schedules, power constraints, performance commitments, layered contracts, and operational risk. BCLP describes the lifecycle as involving “significant capital investment, complex technical systems and layered contractual relationships.”

But the lesson applies well beyond data centres.

Any capital project can fail at the seams between scope, schedule, cost, performance, and contract administration. The more complex the project, the less forgiving those seams become.

I have seen this many times. A project team believes it has agreement in principle. The scope feels understood. The schedule feels achievable. The price feels acceptable. Then the work starts, and the contract becomes the only shared reference point.

If that document is vague, incomplete, or mismatched to the way the project will actually be managed, the owner has already lost leverage.

This is why I wrote in Commentary: Construction Procurement Is About Managing Risk, Not Savings that construction procurement is not a savings exercise. It is a risk discipline. Procurement must help shape the commercial and contractual structure before award, not after disputes begin. GOA’s article makes that same point by describing construction procurement as risk management that requires technical construction expertise.

Ambiguity Is the Enemy

The Lexology article states that “ambiguity is the primary fuel for legal conflict”.

That line belongs in every owner’s contract review checklist.

Ambiguity is not neutral. It transfers control to whoever can make the stronger argument later.

A vague scope becomes a change order dispute.
A vague schedule becomes an extension-of-time dispute.
A vague performance requirement becomes a commissioning dispute.
A vague notice provision becomes a waiver argument.
A vague payment process becomes a cash flow and compliance problem.

Owners should not rely on intent. They should rely on structure.

That means defining the scope of work with enough detail to price, perform, and administer it. It means tying performance obligations to objective standards where possible. It means stating who owns specific risks such as unforeseen conditions, design development, long-lead equipment, changes in law, supply chain delays, grid connection, site access, and third-party approvals.

This also aligns with Industry Watch: Rethinking Contract Risk, Beyond Schedule-Based Liquidated Damages. In that post, I wrote that many construction contracts focus too narrowly on dates and delay, while ignoring other risks that can cause greater harm to owners.

The owner-side implication is clear. Contract drafting should not only ask, “What date matters?” It should ask, “What can actually harm this project?”

Contract Procedures Must Be Usable in the Field

One of the strongest points in the Lexology article is its emphasis on contractual procedures.

The article notes that construction contracts include detailed procedures for timely notice, claims, valuation, and issues affecting the work. It also warns that non-compliance with those procedures can prevent claims from being made and can itself become a source of dispute.

This is where many owners underestimate the problem.

It is not enough for the contract to be technically correct. The site team has to understand it. The project manager has to administer it. The owner’s representative has to know what decisions require formal notice, written direction, cost backup, schedule analysis, or executive approval.

A contract that cannot be managed in real time is not a strong contract. It is a document waiting to be ignored.

Owners should require a practical contract administration plan before the work starts. That plan should identify:

• who can issue direction;
• who can approve changes;
• what notice must be given and when;
• what backup is required for a change request;
• how delay will be evaluated;
• how disputed work will be tracked;
• how payment certification will be managed;
• how risks will be logged and escalated.

This is also why Documentation Before Rework Is a Discipline, Not a Legal Tactic is relevant. Documentation is not about building a claim file after the fact. It is about preserving decision quality while the project is still moving.

Risk Registers Belong in the Contract Strategy

The Lexology article calls out proactive risk management, including early notification, risk registers, and contemporaneous programme management. BCLP frames this as part of a contractual mechanism to identify and reduce risk before it causes impact.

Owners should take that seriously.

A risk register is not just a project management artifact. It can become part of the contract governance structure. When properly used, it forces the team to identify risks early, assign ownership, define mitigation steps, and track changes over time.

That is especially important on projects with long-lead equipment, evolving technical requirements, regulatory approvals, utility coordination, operational cutover, phased occupancy, or tenant-driven fit-out.

The owner-side action is simple. Before award, identify the risks that require formal tracking. Then make sure the contract supports that process.

Do not wait for a monthly meeting after construction begins.

Dispute Resolution Should Encourage Commercial Decisions

The Lexology article also makes a useful point about multi-tiered dispute resolution clauses. It describes a structured process that begins with project-level negotiation, escalates to senior executives, and then moves to mediation before formal proceedings.

This is good practice when it is drafted with discipline.

Owners should avoid generic escalation clauses that sound reasonable but lack timing, authority, documentation requirements, or consequences. A good dispute clause should keep the project moving while giving the parties a structured path to resolve issues.

For highly technical disputes, the article also discusses expert determination and dispute boards. That matters because not every construction disagreement is best resolved first through legal argument. Some disputes turn on technical facts: the cause of an equipment failure, the validity of a commissioning result, the impact of a sequence change, or whether a condition meets the specified performance criteria.

Owners should decide early which disputes require technical decision-makers and which require legal process.

That choice belongs in the contract.

The GOA Perspective

At GOA, we approach this from the owner’s side.

We are not the architect of record. We are not the contractor. We are not downstream of the award. Our role is to help owners structure decisions before those decisions become exposure.

That includes procurement strategy, contract structure, risk allocation, scope clarity, change management, and governance.

A well-written contract will not eliminate every problem. It cannot prevent weather, market disruption, defective work, design conflict, supply chain delay, or poor performance.

But it can reduce confusion.

It can preserve leverage.

It can create a clear path for decisions.

It can prevent the project team from improvising under pressure.

That is the real value of proactive contract writing.

Practical Owner-Side Actions

Owners should treat the contract as a project management tool, not only a legal document.

Owners should align scope, schedule, risk allocation, change procedures, payment terms, and dispute escalation before award.

Owners should train the project team on the contract procedures that matter most during execution.

Owners should use risk registers and contemporaneous schedule management as part of contract governance.

Owners should tailor dispute resolution clauses to the technical and commercial realities of the project.

Discussion

Where has unclear contract language created problems on one of your projects?

Which contract procedures does your team struggle to administer in real time?

How early do procurement, legal, and project leadership align on contract strategy?

Tell me your stories.