Change Order Disputes on Florida Construction Projects

A change order dispute in Florida construction usually asks three things: was the extra work approved, is it owed, and what is it worth. Contract wording and project records can be central to how unsigned extra-work disputes are evaluated.

Who This Page Is For and What a Change Order Dispute Involves

A change order dispute is a disagreement over whether added or changed work was approved, whether it is owed, and what it costs. Often the real fight is over whether the work was part of the original job.

This page is written for:

• A contractor or subcontractor who did extra work and hasn’t been paid.
• An owner or developer who received a bill for changes never approved in writing.
• A manager who inherited a project in the middle of a dispute.

Common triggers include field changes to fix a problem, owner-requested additions, unforeseen site conditions, and verbal instructions from a superintendent or owner’s representative.

The general rules below don’t replace a review of your actual contract.

What Makes a Change Order Enforceable Under Most Florida Contracts

Most construction contracts set out how changes must be approved, and that wording usually answers the first question. Read the change clause before anything else.

A change clause often covers:

• Who can approve a change.
• Whether approval must be in writing and signed.
• How notice must be given, and by what method.
• How pricing and time extensions are set.

Changes usually come in four forms, and each one carries different proof:

• Formal change order: a signed document setting the scope, price, and schedule. This is the strongest proof.
• Signed field ticket: proof of approval, often used for smaller or urgent work.
• Emailed approval: written proof, but its strength depends on who sent it and whether it followed the contract’s approval method.
• Verbal instruction: the hardest to prove without written follow-up.

Contracts can be written, oral, or partly both. An oral contract must still have an offer, acceptance, consideration, and essential terms stated clearly enough (St. Joe Corp. v. McIver).

Recovering Unpaid Extra Work Without a Signed Change Order

A missing signed change order doesn’t always end the claim, but it makes the claim harder to prove. Recovery may still be possible when the owner directed the work, knew about it, and kept the benefit.

Arguments that can carry the claim include:

• The owner’s knowledge of the work and acceptance of its benefit.

If no contract covers the extra work, a contractor may bring an unjust enrichment claim. That claim requires a benefit the contractor conferred, the owner’s appreciation of it, and the owner’s acceptance and retention of it under circumstances that make keeping it without payment inequitable (Pincus v. American Traffic Solutions).

Here’s the catch. Where an express contract covers the same subject matter, claims arising from that relationship will not support unjust enrichment (Williams v. Johnson). How a change clause applies to extra work depends on its exact wording.

Owners often argue that the work was within the original scope, that no written notice was given, or that the contractor went ahead without authorization. A dated record of who directed the work answers those points better than general rules do.

Deadlines and Lien Rights for Unpaid Change Orders

Deadlines to sue over unpaid change work start on specific dates, so the start date matters as much as the amount. Florida’s limitation rules set different timelines for different claims.

• Improvement to real property: the time generally runs from the date the authority having jurisdiction issues a temporary certificate of occupancy, a certificate of occupancy, or a certificate of completion, or the date of abandonment of construction if not completed, whichever date is earliest; for a latent defect, it runs from when the defect is discovered or should have been discovered with due diligence, and in any event the action must be commenced within 7 years after that earliest date. Latent defects follow a discovery rule, with a seven-year outer limit (§ 95.11).
• Payment bond claims: except for actions governed by s. 255.05(10), s. 337.18(1), or s. 713.23(1)(e), an action to enforce a claim against a payment bond on which the principal is a contractor, subcontractor, or sub-subcontractor, for private work as well as public work, must be commenced within one year from the last furnishing of labor, services, or materials, or from the contractor’s last furnishing if the contractor is the principal on a bond on the same construction project, whichever is later (§ 95.11).

A cause of action accrues when its last element occurs (§ 95.031). A contract term that sets a shorter time to sue is void (§ 95.03).

Lien rights are a separate question. Review them early, and read any lien waiver before signing a progress or final payment.

Building the Record That Carries a Change Order Claim

The records showing who approved the work and what it cost usually carry the claim. Start collecting them the day the change happens.

Keep these documents:

• The signed contract and its change clause.
• Bid and pricing sheets for the base scope and the change.
• Requests for information and written directions.
• Emails and text messages from anyone who gave instructions.
• Meeting minutes, daily logs, and photographs.
• Timesheets and material invoices tied to the change.

Practical steps help too. Track extra work in a separate job code so the amount can be traced. Send written notice of each change promptly, using the contract’s method. Confirm every verbal instruction in writing the same day.

Electronic records count as well. An electronic signature has the same force and effect as a written signature unless the law provides otherwise (§ 668.004).

How a Change Order Matter Typically Proceeds

A change order matter usually moves from document review to written demand, then to protective steps, then to settlement or a case. The path follows the contract’s dispute clause.

1. Document review: the contract, change clause, notices, and payment history.
2. Written demand: a clear statement of the amount claimed and why it is owed.
3. Protective steps: preserving lien or bond rights where they apply, and tracking every deadline.
4. Resolution: a negotiated settlement, or a case in court or arbitration.

A written arbitration agreement is valid and enforceable under Florida law, except on grounds that exist to revoke a contract (§ 682.02). In a filed civil action for money damages, the court must refer the case to mediation on one party’s request, provided the requesting party is willing and able to pay the costs of the mediation or the costs can be equitably divided between the parties, unless an exception applies (§ 44.102).

If a contract allows attorney’s fees for enforcing it, the court may also award fees to the other side when that side prevails (§ 57.105). Review that clause before filing anything.

Timelines vary with the project, the size of the claim, and whether the other side disputes the facts.

Common Mistakes That Weaken a Change Order Claim

Most weak change order claims trace back to a few avoidable habits.

• Waiting until the project ends to raise the issue, which makes notice and waiver arguments harder.
• Working on verbal instructions only, with no written confirmation of who gave the direction.
• Signing a final payment application, lien waiver, or release without checking whether it covers pending change amounts.
• Mixing extra work into base-contract invoices, which makes the disputed amount hard to isolate.
• Assuming a general rule fits your contract. The clause wording and project facts usually control.
• Missing a deadline because no one tracked the start date for each type of claim.

Why Ayala Law PA for Florida Change Order Disputes

Ayala Law PA focuses on business litigation, including construction litigation, in Florida courts and arbitration. The firm’s only office is at 1646 W Snow Ave, Tampa, Florida.

• Practice areas: business litigation, commercial litigation, contract disputes, shareholder disputes, construction litigation, real estate litigation, and international trade litigation.
• Construction work: contractor and subcontractor disputes, lien foreclosure, and construction contract matters.
• Responsible lawyer for this page: Eduardo A. Maura.
• Service area: the firm represents businesses in Tampa, Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace, and the Tampa Bay area, with its office in Tampa.

If a matter may be referred to another lawyer or firm, we will tell you before anything changes.

Questions Business Owners Ask About Change Order Disputes