In construction contracts, proposals, drawings, studies, etc. are often incorporated by reference. A Nebraska federal court recently addressed what language is sufficient to accomplish such incorporation. In Cleaver Brooks Co. v. B&K Mechanical Contractors, LLC, No. 4:23-CV-3243, 2026 WL 2254434 (D. Neb. Aug. 5, 2026), the court rejected an argument that a subcontract’s reference to a supplier’s proposal pulled the proposal’s payment terms into the deal.
Background
Cleaver Brooks, a boiler manufacturer, submitted a proposal to Grunwald, the mechanical subcontractor on a VA hospital project, for a custom boiler. The proposal included a milestone-based payment schedule. During negotiations over the resulting subcontract agreement, Cleaver Brooks asked Grunwald to reference the proposal in the subcontract and later asked Grunwald to add the phrase “including applicable commercial terms” to that reference. Grunwald agreed to the added language, and the parties executed the subcontract… Read the complete article here...
© 2026 Bradley Arant Boult Cummings LLP
