Change Orders in Michigan Construction: How to Document, Price & Enforce Extra Work Claims
You finished the extra work. The project moved forward. Now the GC is telling you it was ‘part of the original scope’ — or worse, that you never had authorization to do it at all. Extra work disputes are one of the most common — and most preventable — problems in Michigan construction.
Understanding how Michigan law treats change orders, what notice is required before you perform extra work, and what remedies exist when a GC or owner refuses to pay is essential knowledge for every contractor, subcontractor, and supplier working in Metro Detroit and throughout Michigan.
This guide covers Michigan change order law in practical terms, including what happens when there is no signed change order and your legal options when verbal directives go unpaid.
For immediate assistance with a Michigan construction change order dispute, contact the Michigan construction attorneys at Szura & Delonis, PLC. We represent contractors, subcontractors, and suppliers throughout Oakland, Wayne, Macomb, and Washtenaw Counties.
What Is a Construction Change Order in Michigan?
Direct Answer: A constructive change order arises when an owner, GC, or design professional causes a contractor to perform work outside the original contract scope — without issuing a formal change order. Common examples include defective design requiring corrective work, owner-directed acceleration, changed site conditions, and over-inspection that exceeds contract requirements. The contractor is entitled to additional compensation even without a signed change order.
A change order is a written agreement that modifies the scope, price, or schedule of a construction contract. It documents that both parties have agreed to work that is different from — or additional to — the original contract scope.
Michigan construction contracts typically provide a defined change order process: the owner or GC issues a directive, the contractor prices the change, and both parties sign the change order before work begins. Simple in theory. In practice, construction moves faster than paperwork, and work gets done on verbal directives, site superintendent instructions, and implied approvals — all before anyone thinks about a written change order.
That gap between how change orders are supposed to work and how they actually work in the field is where disputes are born.
Formal Change Orders vs. Constructive Changes
A formal change order is a written modification signed by both parties. A constructive change is different: it arises when a contractor is required to perform extra or changed work without a formal change order being issued — typically because of owner conduct, design errors, changed conditions, or directives from the architect or project manager.
Constructive changes may be compensable under Michigan law even without a signed change order. The contractor must still prove the change occurred and what it cost — but the absence of a written change order does not necessarily automatically end the claim.
The Legal Difference Between a Change Order and Extra Work
Extra work refers to work that is genuinely outside the original contract scope. Changed work is work within the scope that must be done differently than specified. Both can give rise to additional compensation claims in Michigan. Courts look to the contract documents — drawings, specifications, scope of work definitions — to determine whether challenged work was truly ‘extra’ or was already included in the original contract price.
Are Verbal Change Orders Enforceable in Michigan?
Direct Answer: Yes, Michigan courts will sometimes enforce verbal change orders despite written-notice requirements in the contract, particularly when the evidence shows that the owner or GC directed the work, accepted the benefit of the work, and the contractor can prove the directive through contemporaneous documentation. Written change orders are always better, but oral directives supported by solid documentation are not automatically unenforceable.
This is the question every subcontractor with an outstanding extra work invoice wants answered. The honest answer: it depends on the facts, the contract language, and the evidence you have.
Michigan courts apply general contract law principles to change order disputes. Where a written change order requirement exists in the contract, courts will look first at whether the requirement was a strict condition precedent to any recovery, or whether it was something the parties agreed to do but whose breach does not automatically eliminate the claim.
When Michigan Courts Have Enforced Oral Directives
Michigan appellate courts have, in appropriate circumstances, enforced oral change orders despite written-notice provisions in the contract when the evidence established that: (1) the GC or owner clearly directed the extra work; (2) the contractor reasonably relied on the directive; (3) the owner or GC accepted the benefit of the completed work; and (4) enforcing the written requirement would result in unjust enrichment.
EXAMPLE SCENARIO: A Livonia mechanical subcontractor receives a verbal directive from the site superintendent to relocate $40,000 worth of ductwork because the architect’s drawings contained a coordination error. The GC later denies authorization and refuses to issue a change order. The subcontractor has emails from the superintendent confirming the relocation, daily logs showing when the work was performed and by whose direction, and photos of the pre-existing conflict and completed relocation. With this documentation, the subcontractor has a strong claim to recover, either through a constructive change order claim or quantum meruit, even without a signed change order.
Waiver of Written Change Order Requirements in Michigan
Michigan contract law recognizes that a party can waive a written notice or change order requirement through conduct. Waiver requires proof that the party entitled to written change orders accepted verbal directives and paid for them — or accepted the work without objection — such that enforcing the written requirement would be inequitable. Courts will require clear and convincing evidence to demonstrate the waiver of a written change order, and the presence of restrictive clauses in the contract, such as anti-waiver provisions, may increase the evidentiary burden to establish waiver.
A GC who has paid three prior verbal change orders without requiring written documentation has a difficult argument that the fourth identical directive required a written change order. Courts look at the parties’ course of dealing — how they actually behaved on this project — not just what the contract says in the abstract.
Why Relying on Verbal Directives Is Always Dangerous
Even if you can ultimately win a verbal change order claim, the litigation is far more expensive, uncertain, and time-consuming than it would have been with a signed written change order. The default rule is that verbal change orders are not enforceable. You are fighting against the contract language every step of the way. Winning requires strong contemporaneous documentation on your side. Start from a position of strength: get it in writing before you start the work.
Written Notice Requirements: What Your Contract Probably Says
Most Michigan construction contracts, including AIA A201-2017, standard subcontract forms used by major GCs in Metro Detroit, and custom owner-drafted agreements — include provisions requiring written notice as a condition of recovering for change order work. These provisions can vary significantly in their language and legal effect.
Condition Precedent vs. Covenant — The Critical Distinction
If the written notice requirement is a ‘condition precedent,’ failure to serve it on time eliminates the claim entirely, and the contractor’s right to recover never materializes. Courts strictly enforce conditions precedent when the language is unambiguous.
If the requirement is a ‘covenant’ — a promise to provide notice, breach of which entitles the other party to damages — the analysis is different. The contractor has breached the contract by failing to give notice, but the claim for extra work itself may survive. The other party may be required to show actual prejudice from the lack of notice to reduce or eliminate the contractor’s recovery.
This distinction is frequently litigated in construction disputes. Contract language like ‘as a condition precedent to any recovery’ signals strict enforcement. Language like ‘contractor shall give written notice’ without that qualifier may be interpreted as a covenant. Every contract requires individual analysis.
AIA A201 Change Order Procedures in Michigan
AIA A201-2017, the most widely used general conditions document on Michigan commercial projects, provides a detailed change order and claim procedure. Under AIA A201:
- The Owner may direct changes to the Work through Change Orders (Article 7).
- A Claim — including for additional compensation for changed work — must be made within 21 days of the occurrence of the event giving rise to the claim.
- Construction Change Directives allow owners to direct change work before agreement on price.
- Contractors who fail to submit a timely Claim may waive the right to additional compensation.
Michigan contractors and subcontractors working under AIA contracts should assume the 21-day notice requirement will be enforced. Give notice early, in writing, even if you are not certain a claim will develop. You can always withdraw a claim; you cannot revive one that expired because you waited too long.
Subcontract Flow-Down Provisions and Notice Requirements
Many GC subcontracts flow down the notice requirements from the prime contract — meaning a subcontractor may be bound by AIA A201’s 21-day notice requirement even if the subcontract does not explicitly state a deadline. Read your subcontract carefully for flow-down language and always give notice upstream consistent with the prime contract timeline.
Constructive Change Orders: Getting Paid Without a Signed Change Order
Direct Answer: A constructive change order arises when an owner, GC, or design professional causes a contractor to perform work outside the original contract scope — without issuing a formal change order. Common examples include defective design requiring corrective work, owner-directed acceleration, changed site conditions, and over-inspection that exceeds contract requirements. The contractor is entitled to additional compensation even without a signed change order.
What Makes a Change Order ‘Constructive’ in Michigan?
A constructive change arises when the contractor is required to do more than the original contract requires, but without the formal change order process. The contractor is entitled to compensation as if a formal change order had been issued. Common constructive change triggers on Michigan construction projects can include:
- Defective or conflicting design documents requiring corrective work beyond the original scope
- Owner-furnished materials or equipment that are defective or late, requiring contractor workarounds
- Differing site conditions — concealed conditions materially different from those the contract represented
- Owner-directed acceleration of the schedule without additional compensation
- Rejection of conforming work by the owner or architect without legitimate basis
- Excessive or unreasonable inspection requirements that exceed contract specifications
Cardinal Change: When the Scope Change Is So Large the Contract Is Abandoned
A cardinal change occurs when the cumulative scope modifications are so significant that the project being constructed is fundamentally different from what was bargained for. At that point, the contractor may be entitled to abandon the original contract and pursue recovery in quantum meruit for the full reasonable value of all work performed — not just the specific changes.
Cardinal change is a high threshold and requires careful analysis of the total deviation from the original scope. It is more commonly argued on large commercial and public projects than residential work. If you believe you are facing a cardinal change situation, consult a Michigan construction attorney before making any decisions about contract abandonment. The doctrine of cardinal change is well-established in federal courts, but Michigan courts have not adopted it. Instead, Michigan courts rely on the terms of the contract and statutory provisions governing modifications to address disputes over significant changes in construction projects.
How to Document Extra Work to Maximize Recovery
Whether you end up negotiating a change order, filing a lien, or litigating, your recovery depends almost entirely on your documentation. The contractor with organized, contemporaneous records wins. The contractor relying on memory loses.
The Real-Time Documentation Checklist
When a verbal change order or extra work directive is given, immediately create a record:
- Send a same-day email to the GC’s project manager or superintendent confirming the directive: ‘Per your direction at the site meeting this morning, we will proceed with [specific work]. Please confirm this is authorized as additional work beyond the original scope.’
- Record the directive in your daily field report, identifying who gave the instruction, what was directed, the date, and the time.
- Photograph pre-existing conditions before beginning extra work, and the completed extra work.
- Segregate labor and material costs for the extra work the moment it begins — do not commingle with base contract costs.
- Submit a formal written change order request with pricing as soon as the scope is defined. Even if not signed, a submitted and unrejected change order request establishes the claim.
- Track all communications — texts, voicemails, emails — about the extra work in a single project file.
Pricing Change Order Work: T&M vs. Lump Sum vs. Unit Price
How you price a change order affects how easily it is approved and how well-protected you are if the price is disputed. Time-and-material (T&M) pricing is straightforward but requires rigorous contemporaneous cost records. Lump sum pricing is cleaner and faster to approve but requires careful scope definition. Unit price changes work best for measurable, repetitive work. Whatever method you use, document your cost basis in real time. Reconstructing costs from memory months later is unreliable and less persuasive in litigation.
RFIs as Change Order Triggers — How to Use Them Strategically
A Request for Information (RFI) is one of the most underused tools in change order documentation. When a drawing conflict, design gap, or ambiguous specification requires clarification, submit an RFI immediately. The architect’s or engineer’s response to an RFI — directing a specific approach, confirming a method, or defining work beyond the original specification — is powerful evidence that changed or additional work was required and directed. Date-stamp everything. An RFI log that shows a directive, followed by additional cost, followed by an unpaid invoice can be a strong change order claim.
When the GC Refuses to Sign — Your Legal Remedies in Michigan
When a GC refuses to sign a change order for work you have already completed, you have several legal options. The right strategy depends on the documentation available, the contract language, the dollar amount, and the current status of the project relationship. Szura & Delonis, PLC provides Michigan construction law representation for contractors, subcontractors, and suppliers across Oakland, Wayne, Macomb, and Washtenaw Counties. Our attorneys evaluate extra work claims, analyze contract notice provisions, and pursue or defend change order disputes through negotiation, lien enforcement, and litigation.
Breach of Contract Claims for Authorized Change Work
If a change order was signed and the GC simply refuses to pay, you have a straightforward breach of contract claim. The signed change order is the contract; non-payment is the breach. File your Michigan construction lien for the unpaid change order amount within 90 days of last furnishing and pursue the breach of contract claim simultaneously.
Quantum Meruit: Recovery Without a Signed Change Order
Where no formal change order was signed, quantum meruit provides an equitable alternative. To recover in quantum meruit in Michigan, you must show: (1) you provided labor, materials, or services to the project; (2) the other party accepted the benefit; and (3) allowing non-payment would be unjust. Recovery is measured by the reasonable value of the work — not necessarily the contract rate. Quantum meruit can be pursued alongside breach of contract as an alternative theory.
Including Extra Work in a Michigan Construction Lien
Under Michigan’s Construction Lien Act (MCL 570.1101 et seq.), your lien covers all labor and materials furnished under your contract, including authorized extra work. Do not reduce your lien amount because a change order is disputed. File for the full amount claimed and let the foreclosure proceeding resolve the pricing dispute. Missing the 90-day deadline from last furnishing is not recoverable — the lien right is gone permanently.
Builders Trust Fund Act Implications
If the GC received payment from the owner that included amounts for your extra work and failed to pay those funds to you, the GC may have violated Michigan’s Builders Trust Fund Act (MCL 570.151 et seq.). Fund diversion is a felony under Michigan law and creates parallel civil liability. This is a powerful additional lever, but it requires proof that the GC received construction funds earmarked for the relevant work and diverted them.
Michigan County and Court Context for Change Order Disputes
In Metro Detroit, construction change order litigation is handled in the circuit court of the county where the project is located. Oakland County 6th Circuit Court in Pontiac, Wayne County 3rd Circuit Court in Detroit, and Macomb County 16th Circuit Court in Mt. Clemens all have active construction law dockets. Szura & Delonis, PLC has litigation experience in all three courts.
If your construction contract contains an arbitration clause (common in AIA-based agreements and many major GC subcontracts) change order disputes will typically be decided by an AAA arbitrator under the Construction Industry Arbitration Rules rather than a judge. Both forums require the same documentation quality; arbitration is not more forgiving of poor recordkeeping than court.
Common Change Order Mistakes Michigan Contractors Make
After years of representing contractors in Metro Detroit and throughout Michigan, the most damaging change order mistakes we see are consistent:
- Performing extra work without any written confirmation of the directive and then being surprised when the GC denies it.
- Waiting until the end of the project to submit all change orders at once — by then, memories have faded, the GC has left the job, and the lien deadline may have passed.
- Including change order amounts in broad, unconditional lien waivers signed during the project without carving out the disputed amounts.
- Signing a subcontract with a pay-if-paid clause and then relying on the GC to fight the change order battle with the owner.
- Failing to segregate extra work costs from base contract costs in real time, making reconstruction of the change order claim nearly impossible.
- Consulting an attorney after the 90-day lien deadline has already passed.
Frequently Asked Questions About Michigan Construction Change Orders
Yes, in some circumstances. Michigan courts have enforced oral directives for extra work despite written-notice requirements, particularly when the contractor can prove through emails, photos, and daily logs that the owner or GC directed the work and accepted the benefit. However, written change orders signed before performing extra work are always the safest approach. Relying on verbal directives creates significant risk that an attorney must help you navigate.
It depends on your contract. Most Michigan construction contracts require written notice within a specified window — commonly 7–21 days — as a condition of recovering for change order work. AIA A201 requires written notice within 21 days of the event giving rise to the claim. Some contracts treat the notice as a strict condition precedent (miss it, lose the claim); others allow courts to find waiver if the other party was not prejudiced by the delay.
Yes. Michigan’s Construction Lien Act (MCL 570.1101 et seq.) covers all labor and materials furnished to a project, including amounts owed for authorized change order work. If the change order is disputed, file the lien for the full amount claimed within the 90-day deadline from last furnishing and let the dispute be resolved in foreclosure proceedings. Don’t reduce your lien amount because of a pending change order dispute.
A change order claim is based on the contract — you assert you performed work within the contract’s change order mechanism and are owed the agreed or reasonable price for it. A quantum meruit claim is equitable — it asserts that regardless of the contract, you provided a benefit to the other party and it would be unjust to allow non-payment. Quantum meruit is typically pursued when there is no enforceable contract, when the work clearly falls outside the contract scope, or when the contract’s change order process was completely bypassed.
To support a Michigan construction change order claim, gather: (1) all written communications directing or acknowledging the extra work: emails, texts, meeting minutes, field directives; (2) daily reports and field logs showing when and by whom the work was directed; (3) photos showing pre-change conditions and completed extra work; (4) cost documentation — labor hours, material invoices, equipment logs; (5) any RFIs, submittals, or architect supplemental instructions related to the change; and (6) the project schedule showing the impact of the change on completion.
Your construction contract controls the notice deadline. Most require written notice within 7–21 days of the triggering event. Separately, if the change order payment is not made and you need to file a construction lien, you must do so within 90 days of last furnishing under MCL 570.1111. These deadlines are independent. You can serve a contract claim notice and still need to file a lien if payment is withheld. Consult counsel immediately when a change order dispute arises.
Act immediately: (1) Send a written notice confirming the directive and stating you are proceeding under protest pending formal change order execution; (2) document all extra work with daily logs, photos, and cost records; (3) submit a formal written change order request with pricing; (4) do not sign any lien waivers that include the disputed change order amount; (5) calculate your lien deadline from your last furnishing date; and (6) consult a Michigan construction attorney. Do not simply absorb the cost and hope for resolution, because that is the most expensive choice you can make.
Change order disputes move quickly. By the time a GC or owner formally refuses to pay for extra work, the lien deadline clock is already running, and the evidence supporting your claim is getting colder every day.
At Szura & Delonis, PLC, our Michigan construction law attorneys represent contractors, subcontractors, and suppliers in change order disputes, lien enforcement, and construction litigation throughout Oakland County, Wayne County, Macomb County, and Washtenaw County. We analyze contract notice requirements, evaluate extra work documentation, and pursue full recovery through negotiation, lien foreclosure, and litigation in Michigan circuit courts and AAA arbitration.
Call us at (248) 716-3600 or contact us online. We respond quickly to time-sensitive construction matters — because your lien clock does not wait.
This article is provided for general educational and informational purposes only. It does not constitute legal advice and does not create an attorney-client relationship between the reader and Szura & Delonis, PLC. Michigan construction law involves complex statutory deadlines, procedural requirements, and fact-specific analysis. Do not rely on this content as legal advice for your specific situation. Prior results do not guarantee similar outcomes.
About the Author
Richard M. Delonis is a Michigan construction, business, and real estate attorney at Szura & Delonis, PLC (Southfield/Metro Detroit). He advises construction managers, general contractors, subcontractors, and property owners on lien rights, collections strategy, contract disputes, and project-risk issues.
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