Can meeting minutes serve as a delay notice or an instruction?

Why you should not rely on it

A contract that requires notice to be given to the Engineer, in writing, within a stated period, generally means what it says. A mention of the same subject in the minutes of a meeting the Engineer happened to attend is not obviously the same thing, and a party relying on it is relying on an argument rather than on a document.

This is how contractors end up doing work they are never paid for. A directive line appears in the minutes, the work gets done on the strength of it, and payment is refused for want of a formal instruction. The line was real. It just was not the thing the contract asked for.

Why you should not assume the opposite either

The position is not that minutes are meaningless. Courts have, in some circumstances, given signed minutes and progress reports instructive or notice effect — the outcome is fact-specific, and it depends on the contract, the form of the document, and what the parties actually did.

We are describing a risk here rather than stating a rule, and we would rather say that plainly than sound more certain than the material allows. The consequence for a consultant is real: a directive sentence recorded in minutes you signed may carry more weight than you intended it to.

The practical rule, which is the same either way

Treat a directive line in minutes as a trigger. If you are the contractor, use it to request the formal instruction. If you are the consultant, use it to issue one — or to correct the minutes so they do not read as an instruction you did not mean to give.

And write every line as though it might one day be read aloud in an arbitration. Because it might, and the person reading it will not have been in the room.

Terms

• Minutes of Meeting (MOM)