Contract – Change orders – Completion deadline

Where a contract for repairs made to a parking garage in Lawrence required “substantial completion” by a certain date, two change orders did not extend the deadline for substantial completion.

“These cases concern disputes about repairs made to the Museum Square Parking Garage in Lawrence, Massachusetts. The City of Lawrence hired Vanguard Construction Company to be the general contractor with overall responsibility for the work, and retained Commercial Masonry Corporation to be the subcontractor responsible for certain masonry, waterproofing, and concrete work on the Project.

“The contract set a deadline for Vanguard to ‘substantially complete’ all work on the Project. The contract defines ‘substantial completion’ as occurring when the City was able to ‘occupy or utilize’ the Garage ‘for its intended use.’ It also provides that ‘all specified times or periods of performance are of the essence of this Contract.’

“The original contract provided that the ‘substantial completion date’ was 304 calendar days after Vanguard was given notice to proceed with the work. It is undisputed that the contract was amended to extend this ‘substantial completion’ deadline to December 20, 2021.

“Vanguard and Commercial contend that the City further extended the substantial completion date in Change Orders #3 and #7. The Court is not persuaded. It concludes that, when read together and in the context of the contract as a whole, the change orders are unambiguous and did not extend the deadline for substantial completion. …

“Commercial Masonry filed a motion in limine contending that Change Order #3 had the effect of extending the substantial completion deadline to August 1, 2022, and that the City should be equitably estopped from making a contrary argument. These assertions are without merit. …

“… Vanguard argued that Change Order #7 had the effect of extending the substantial completion deadline to October 31, 2022. This argument is also without merit. …

“The motion by Commercial Masonry Corporation to preclude argument by the City of Lawrence that it did not extend the contract completion date is denied. The Court will instruct the jury that Change Orders #3 and #7 did not extend the contractual deadline for substantial completion of the Project.”

Vanguard Construction Company, Inc. v. City of Lawrence; Commercial Masonry Corporation v. Vanguard Construction Company, Inc., et al. (Lawyers Weekly No. 09-019-26) (5 pages) (Salinger, J.) (Suffolk Superior Court) (Docket Nos. 2384CV00885-BLS2 and 2384CV01885-BLS2) (Feb. 26, 2026).

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