If the architect act in bad faith, then, of course, the contractor should have the right to go behind his decision. Assuming, however, that the architect employed is a thoroughly competent and high class man, I can see nothing to be gained and much to be lost by making the arbitration provisions so sweeping as to, in effect, make all of the important decisions of the architect subject to review by a Board of Arbitrators. The competent architect is certainly as well qualified to pass upon these questions, as the arbitrators whose appointment is contemplated under the Standard Documents.

To allow appeals to the arbitrators to be taken wholesale, wherever the contractor is dissatisfied with the decision of the architect, necessarily lengthens the time of uncertainty and of final determination, and to a considerable extent must inevitably weaken the authority and power of the architect. I doubt if this is a desirable result. If the architect be given a broader authority and broader powers of determination than those contemplated by the Standard Documents, it is then important that, at the same time, the contract be so worded as to protect the architect in his exercise of the powers and authority so granted. In other words, while it is desirable, as I see it, to strengthen the position of the architect, as the man best qualified to pass upon matters in dispute, and to eliminate unnecessary controversy by making his decision final, in so far as that be possible, yet the architect must be so safeguarded that, in exercising these powers and this authority, he will not subject himself to any personal liability to the owner or to the contractor. His position should be akin to that of a judicial officer. His action as an arbitrator is essentially in the nature of a quasi-judicial act and it has been recognized by the courts that such is the

case.

Recent provisions of the New York law have greatly strengthened the effect of the decisions of arbitrators, and have given to them a recognized force and binding effect which, before the change in the statute, they did not have. This marks a distinct advance in the desirable tendency to dispose of disputes by arbitration, rather than by long drawn out and expensive legal procedure. Unquestionably, it may be desirable to leave some of the more important and fundamental issues between the contractor and the owner open to arbitration and the change in the New York statute will facilitate the carrying out of this purpose. The idea of arbitration, as proposed in the Standard Documents, is good, but its extension beyond a certain point will not, I believe, prove to be in the best interests of the owner or the architect.

It is undoubtedly true that the arbitration policy laid down in the Standard Documents tends to favor the contractor, in that it allows him to appeal on so many points from the decisions of the architect. Given a conscientious and high-class architect, however, I doubt if the contractor will be any the worse off if his rights are settled directly by the architect, without further arbitration or appeal, other than such right of appeal to the courts as he may have under well recognized rules of law. It has been my experience that the decision of the architect, in questions involving the interests of the owner and contractor alike, favor the contractor quite as often as they do the owner. In fact, I know of many instances where the architect has deliberately sacrificed the good will of his client, in order to be fair to the contractor and to protect the latter on some point in which he has been right and the owner has been wrong.

Article 18 gives the right to the contractor to act in emergencies in cases not considered by him as com

ing within the provisions of Article 17. This provision, as it is worded, is dangerous, in that it in effect leaves it to the contractor to determine whether an emergency case comes within the provisions of Article 17 or not. Under Article 18, if the contractor considers that the case does not fall within the scope of Article 17, he apparently can proceed under Article 18. It would be much preferable and safer, if the clause in Article 18 "not considered by the contractor as within the provisions of Article 17" were omitted entirely, and the article so amended, as to provide that, in emergencies of the class indicated, not coming within the scope of Article 17, the contractor may act without special instruction or authorization. This would make it simply a question of fact as to whether the emergency were such as is contemplated by Article 18 or should have been classified under Article 17.

The lessening of the scope of the contractor's discretion on this point has one weakness, in that it unquestionably would tend to make him loath to assume responsibility in an emergency, where it might be important that he should do so and that he should act promptly. As between this danger, however, and the danger of giving the contractor the extremely broad discretionary power contemplated by Article 18, a middle course might easily and with advantage to all concerned be worked out, on a basis of a more exact definition of emergencies, and at the same time the elimination of the objectionable phrase which leaves the decision so entirely in the hands of the contractor. In fact I believe that by far the better practice is to vest emergency authority in the architect, rather than in the contractor.

Article 24 of the Standard Documents has been already referred to, in part, under the discussion of Article 5. The provisions of this article, whereby the

various alternatives of estimate and costs, the unit price and the like are fixed, and the architect given authority to require an account of costs in such form as he may deem proper, are especially valuable and helpful and in line with a smooth working understanding between the parties. The clause seems to deal, however, with the situation where the change in the work has increased the cost, rather than effected a saving. While this is undoubtedly the ordinary effect of a change in plan, the contract should contain a proviso covering a credit to the owner for any saving due to changes. The opening sentence of Article 24 indicates that it is intended that the Article shall cover deductions from the cost of the work as well as increases. This intent should be carried into proper effect in the body of the Article and the owner assured of a proper deduction, in cases where the change effects a saving, just as the contractor is assured of an increase where the change means an increase in cost.

The provision in Article 25, whereby the contractor must give notice of claims for extras, is excellent. This article, however, must be read in conjunction with the provision for arbitration to which I have already referred. In line with the feeling which I have expressed, regarding the arbitration clause of the Standard Form, I cannot feel that it is advisable to leave claims for extras and changes so entirely to arbitration. Any savings effected by the changes in the plans the architect should certainly be able to certify accurately, and he should be equally able to pass intelligently and promptly on claims by the contractor for extras. I can see no good to be gained, and much harm to be done, by allowing an appeal to an arbitration board from his determinations, on items of this character.

Article 26 is in line with sound practice and the

provision requiring the contractor to submit the schedule of values of the various parts of the work and similar necessary information is valuable. It is important to obligate the contractor to submit to the architect a proper statement covering the component parts of the job. If these data be intelligently and carefully made use of by the architect, it will enable him to conduct the work with a minimum of misunderstandings between the owner and the contractor, and a maximum of protection to the owner and to himself.

Article 29 I believe to be too narrow. The owner should be protected beyond any question against the filing of mechanics' liens during the progress of the work. This article attempts to cover the point by holding up the final payment and the retained percentage until a release of the liens has been secured or the liens bonded. The article also provides for a refund to the owner by the contractor, on account of any lien remaining unsatisfied when the final payments to the contractor have been made. To give proper protection to the owner the article should be broadened, so as to enable the architect or owner to hold up the payment of any instalment, at any time, until any lien then existing has been properly satisfied or bonded. The owner should not be placed in a position where he is compelled to proceed with the work while there are liens on the property, and to depend merely upon his right to hold up the final payment, or the retained percentage. The lien might, indeed, exceed these amounts, so far as the wording of Article 29 is concerned, without giving to the owner any broader remedy than that specified therein.

Article 31 I believe to be too stringent as against the contractor. The question of patents is one which arose repeatedly, and was especially emphasized, in