1.3 THE PRIORITY OF DOCUMENTS
The priority of documents is another very important topic. A contract in a
project of any size or complexity will typically consist of a great many different
documents, ranging from the contract general conditions to the detailed speci-
fications for the performance of the plant or other facility and will include a
whole range of Contractor ’ s documents.
Clause 1.5 provides for these various documents forming the contract to be
taken as ‘mutually explanatory of one another’.
This means, in part, that the contract must be read as a whole, with each
document taken together with all the others. But where there are inconsisten-
cies between the various documents then the Yellow and Silver Books, in
similar ways, provide for which documents are to prevail – that is, for a
hierarchy of documents.
In the Silver Book, clause 1.5 says that, for the purposes of interpretation,
the priority of the documents is to be in accordance with the following
sequence:
(a)
the Contract Agreement;
(b) the Particular Conditions;
(c) the general conditions;
(d)
the Employer ’ s Requirements;
(e) the Tender and any other documents forming part of the contract,
The list is similar in clause 1.5 of the Yellow Book, but includes other con-
tract documents (in particular, the Letter of Acceptance, Letter of Tender and
Schedules). Broadly speaking, the order of priority is intended to make the
more specific documents have priority over the less specific.
But we should emphasise one important practical point. There is a potential
trap in (e), above. The words ‘…
any other documents forming part of the con-
trac
t’ in this lowest category of documents highlights the need to ensure that
any documents that the parties intend to have as high priority but which are
not specifically mentioned in any of the other categories (that is, (a)–(d)), are
explicitly assigned an appropriate category, by use of suitably worded
Particular Conditions. Otherwise, those documents will by default have the
lowest priority.