In today’s unpredictable global landscape, construction contract review has never been more critical or more complex. That was the focus of AIC’s recent webinar, Black Swans in Contract Review – Navigating the Unthinkable, presented in partnership with Superlegal and featuring Chris Lewis, VP Legal Operations at Superlegal.
Superlegal was an ideal partner for this session, combining legal expertise with technology‑driven contract review to help organizations uncover hidden vulnerabilities, manage risk, and improve contractual resilience.
Chris, a Utah‑based attorney with 25 years of experience in real estate and business law and a deep focus on construction, brought a practical, real‑world lens to how contracts perform when the unexpected happens.
The session examined how rare, high‑impact Black Swan events can quietly expose hidden vulnerabilities in construction contracts and what leaders can do now to mitigate risk and strengthen contractual resilience.
What Are Black Swan Events in Construction Contract Review?
Black Swan events are rare, unexpected disruptions with outsized impact. While they may be unlikely, their consequences can be severe, especially when contracts haven’t accounted for them.
In the context of construction contracts, the webinar explored how these events can blindside even experienced teams by:
- Disrupting pricing and supply chains
- Triggering delays or non‑performance
- Shifting compliance and regulatory obligations
- Creating disputes over who bears financial and legal responsibility
Rather than relying only on traditional risk assessments, the discussion emphasized expanding the lens to account for the unthinkable.
5 Disruptive Scenarios That Expose Contract Weaknesses
The webinar highlighted the following categories of Black Swan events that can directly impact construction agreements.
1. Tariffs and Sudden Trade Policy Shifts
Rapid changes in trade policy can:
- Upend pricing assumptions
- Disrupt material availability and delivery timelines
- Create new or conflicting compliance obligations
Contracts that don’t anticipate these shifts may leave parties exposed to unmanageable cost increases or performance risk.
2. Pandemics and Global Health Crises
The COVID‑19 global pandemic demonstrated how quickly a health crisis can affect:
- Labor availability and site access
- Supply chains and logistics
- The interpretation and application of force majeure clauses
The webinar examined lessons learned from COVID‑19 and how future health events could again trigger questions around delay, non‑performance, and contractual relief.
3. Cyberattacks and Data Breaches
As technology becomes more embedded in project delivery, cyber risk has moved into the center of contract discussions. Key questions include:
- When a vendor or partner is compromised, who bears the legal and financial fallout?
- How should responsibilities for cybersecurity, incident response, and notification be allocated in contracts?
The conversation underscored the importance of clear roles, obligations, and remedies when digital systems support critical project functions.
4. Environment‑Related Disruptions
From extreme weather to new environmental regulations, climate‑related events are an increasing source of contractual volatility. They can:
- Delay or halt work on site
- Change permitting or compliance requirements mid‑project
- Affect insurability and risk allocation
Contracts that assume “business as usual” conditions may struggle to address these realities when they arise.
5. Sudden Insolvency or M&A of a Counterparty
Unexpected financial distress or a change in ownership can alter:
- The counterparty’s ability to perform
- Strategic priorities and resourcing
- The practical enforceability of existing terms
The webinar discussed protections that can be put in place to manage these transformations, including security mechanisms, step‑in rights, and clear termination and transition provisions.
Contract Language That Helps Insulate Against Shock Events
Beyond identifying risk scenarios, the session focused on strengthening construction contract language to better withstand shock events. Key themes included:
- Reviewing and updating force majeure and change‑in‑law provisions
- Clarifying price‑escalation, delay, and suspension mechanisms
- Allocating responsibility for cybersecurity and data incidents
- Building in information‑sharing, notice, and mitigation obligations
- Considering termination, step‑in, and security structures when counterparties face distress
The emphasis was on realistic, practical provisions aligned with how projects are actually delivered with clear, usable guidance.
Practical Risk Management Takeaways for Constructors
Throughout the webinar, participants were encouraged to move from theory to practice. Core learning objectives included the ability to:
- Recognize a Black Swan event in contract review and understand its potential impact
- Identify common vulnerabilities in contracts exposed by unforeseeable disruptions
- Evaluate the effectiveness of key clauses in managing unexpected risks
- Apply proactive strategies to strengthen contracts and mitigate exposure
The goal was to provide real answers for today’s environment and clear next steps to help construction leaders apply what they learned in the webinar.
Watch the Full Webinar Recording
AIC is grateful to Chris Lewis and Superlegal for partnering with us to deliver this impactful and timely webinar on construction contract review for construction leaders.
From complex commercial agreements to construction‑specific contracts, Superlegal supports legal and business teams in building stronger, more defensible deals – before Black Swan events put them to the test.
If you’re responsible for contracts, risk, or project delivery in a construction organization, we encourage you to watch the full webinar recording and share it with your team.
