My question involves business law in the state of: Hawaii
Hello, thank you in advance for your help.
General contractors have been gravitating toward using "Master Subcontract Agreements" (MSA) and "Job Specific Work Authorization Agreements." (WAA)
The general contractor asks his subcontractor to sign the MSA once and says this MSA will cover all future projects. And, for each project, a WAA will be created and signed by both parties.
The MSA is a very lengthy boilerplate agreement and covers everything under the sun (to the general contractors benefit). The WAA is somewhat shorter and includes negotiated items such as "who does what" and "how much money" and "what's included and not included." For the parts of the WAA that conflict with the MSA, the WAA is intended to supersede the MSA.
Initially, the subcontractors provided general contractor a quotation and it contained "General Conditions and To Be Furnished By Others."
Then, general contractor asked subcontractor to sign the MSA, which subcontractor did.
Then, the general contractor asked subcontractor to sign the WAA.
The WAA was not signed, and the job was started and was completed.
What agreement or what set of terms would govern disputes such as payment terms and liability for damages? The subcontractors quotation and its accompanying "General Conditions and To Be Furnished By Others" (OR) the General Contractors MSA document?
1.) The subcontractor claims that he performed the work under the assumption that the general contractor accepted his proposal and General Conditions and To Be Furnished By Others Document and feels this is the governing document that replaced the WAA since the WAA was never agreed to and signed.
2.) The general contractor claims that the subcontractor signed the MSA and since this is the only document signed, this document governs any disputes and claims.

