A construction contract is where a budget either holds or dissolves. Most disputes we see are not about bad faith. They are about a contract that never said what happens when the ground is not what the drawings assumed, or when a payment is requested for work that is not finished.
We draft, negotiate and administer that contract. Technical inspection stays with the licensed architect or engineer; the legal supervision is ours, and the two are kept separate on purpose.
Drafting the contract
The first decision is the model: fixed price, cost plus a fee, or design-build with a single responsible party. Each one distributes risk differently, and the wrong model for your project is expensive to unwind later.
From there the contract has to answer specific questions. What exactly is included, with plans and specifications annexed and dated. How the price is paid, against which milestones and with what evidence. What is retained and for how long. What happens when the owner changes its mind, who prices the change and how long the builder has to implement it. What happens when the builder is late, and whether the delay carries a fixed amount per day or only a right to terminate.
We also write the end: defects liability, warranties, final acceptance, and how either side can leave.
Supervision of the contract, not of the cement
Legal supervision means the paperwork keeps pace with the site. Each draw request is checked against the milestone it claims, with the evidence the contract requires. Site minutes record what was agreed, by whom and when.
Change orders are approved in writing before the work starts, not invoiced after. Permits and municipal inspections are tracked against the programme. Insurance certificates and performance guarantees stay current. Notices for delay are issued inside the contractual window, because a claim raised late is a claim lost.
Where the contract requires payment certification, we certify against the file, not against the relationship.
Who signs the technical work
Structural, electrical, mechanical and quality inspection belongs to the licensed architect or engineer responsible for that scope, and their report is signed by them. We coordinate the inspection, read the report with the contract open, and turn findings into a payment decision, a change order or a notice.
This division matters for liability and for evidence: a legal file that shows who approved what, and on what professional basis, is what survives a dispute.
When it goes wrong
Default notice, cure period, suspension, termination and the exit plan for a half-built house. The contract should let you replace a builder without losing the permits or the payments already made.
We prepare the file for negotiation, arbitration or court from the first month, so that the record exists before anyone needs it.
What changed, and what it costs to ignore
Three changes decide how a Costa Rican company is run today, and they catch owners who formed a company years ago or who copied an old template.
The company no longer has a name
A company is identified by its cédula jurídica, the corporate ID number, not by a commercial name. The name you liked is a brand, and a brand is protected separately, as a trademark. Contracts, invoices and bank accounts must match the registered ID.
One manager, with a digital signature
Every company needs at least one manager able to act for it, and that person needs a digital signature to file the shareholders' declaration and the beneficial-ownership declaration. Without a valid signature the filing stalls, and a stalled filing becomes a company that cannot register its own acts.
The declaration is not optional
The shareholders' and beneficial-ownership declarations have to be filed and kept current. Missing them exposes the company to fines and can block registry filings until the position is cured. The exposure sits with the company, and in practice with whoever signs for it.
The exact penalty and the filing calendar depend on the company's history and on registry practice at the time. We confirm it on your file before quoting a remedy.
How we can carry it for you
Power of attorney
Apoderado generalísimo
A registered power so the firm can act for the company before municipalities, the tax authority, banks, the registry, utilities and other institutions, without you flying in for a certificate. We draft it, register it and use it within the limits you set.
- Municipal permits, certificates and arrears
- Tax authority filings and representations
- Bank account openings and KYC updates
- Registry corrections and recordings
Annual compliance
Retainer for the year
A yearly fee for the boring work that keeps the company alive: declarations filed on time, corporate books current, registry watched, and one named person responsible. Fixed scope and fixed fee, reviewed once a year.
- Shareholders' and beneficial-ownership declarations
- Corporate book updates and officer changes
- Registry monitoring and alerts
- Coordination with your accountant on filings
What the engagement includes
- Contract drafting: fixed price, cost plus and design-build
- Scope, plans and specifications annexed and dated
- Payment schedule tied to verifiable milestones
- Retention, guarantees and performance bonds
- Liquidated damages and delay regime
- Change order procedure and pricing rules
- Coordination of technical supervision with the architect or engineer
- Site meetings, minutes and progress certificates
- Permit and municipal compliance tracking
- Payment certification and lien waiver review
- Termination, cure and dispute clauses
Questions we are asked first
Do you supervise the construction itself?
No. Technical supervision is prepared and signed by the licensed architect or engineer responsible for that scope. We supervise the contract: payments, change orders, permits, deadlines and notices, and we read the technical reports with the contract in hand.
Can you work with my builder's contract?
Yes. Reviewing and redlining the builder's draft is often faster and cheaper than starting from zero, provided the draft is complete. We mark what is missing, not only what is wrong.
How is supervision priced?
Either a fixed monthly fee for the duration of the works or a percentage of the contract value, depending on scope and on how many payment milestones we certify. The fee is confirmed after reviewing the contract and the programme.
What happens if the builder abandons the site?
The contract has to anticipate it: cure periods, guarantees, ownership of plans and permits, and the right to hire a replacement without starting the permitting process again. We prepare that route before the first payment.