🚨 When Buyers Force You Into the “Perform Now, Argue Later” Corner
In my 25 years negotiating Fortune 500 contracts and government deals, I’ve seen this nightmare scenario destroy businesses across every industry:
In a perfect world, changes to a contract—new work, schedule shifts, price adjustments—are carefully negotiated and documented before the seller lifts a finger. But what happens when the buyer unilaterally orders changes—without prior agreement on price, time, or impact?
These so-called buyer-directed changes or constructive changes force the seller into a dangerous corner: perform now, argue later.
If the buyer refuses to pay, the seller may be left with one devastating option: shut down work, terminate the contract, and fight to recover damages.
One misstep can turn a routine change into a full-blown dispute that threatens your entire business.
The Fortune 500 Reality of Buyer-Directed Changes
Not all contract changes go through proper channels—and the legal implications can be catastrophic
After handling $100M+ energy infrastructure deals at GE and navigating complex government contracts (FAR), I’ve developed battle-tested strategies for protecting sellers from unilateral buyer directives.
“Changes to a contract (e.g., additional work, schedule change, and price adjustment) are usually mutually agreed to between the buyer and the seller, and recorded in a change order, prior to the seller’s start of the new work. This is the usual contractual change process. Alternatively, however, the contract may expressly allow the buyer to unilaterally direct the seller to do the new work (or sometimes reduce work) without prior agreement on price and schedule changes. This is called a “buyer directed change”, a “change directive”, or a “constructive change”. In other words, the buyer may require the seller to do something that is not stated in the contract (e.g., something that is potentially more expensive or time-consuming) without the seller’s agreement to schedule adjustment and price increase.”
Attorney • Government Contracts (FAR) Expert • Fortune 500 Contract Negotiation Veteran
⚖️ The Legal and Financial Consequences of Unilateral Directives
🔥 IMMEDIATE IMPACT
- Unbudgeted cost increases
- Schedule disruptions and delays
- Resource reallocation pressures
- Cash flow strain from unpaid work
⚖️ LEGAL EXPOSURE
- Dispute resolution proceedings
- Breach of contract claims
- Termination for default risks
- Recovery litigation costs
💀 BUSINESS DAMAGE
- Damaged client relationships
- Reputation and credibility loss
- Future contract negotiation weakness
- Potential business failure
📋 Case Study: When the U.S. Government Forces Unilateral Changes
This is exactly the type of government contract dispute I’ve helped clients navigate in my FAR expertise practice:
🏛️ The Government Contract Ambush
The U.S. government awarded a contractor a multi-year contract. After performance began, the government ordered the contractor to segregate its costs by delivery order and submit separate progress payment requests for each order—requirements not specified in the original contract.
The contractor objected because these new requirements forced changes to its accounting system, caused business disruption, and resulted in additional administrative and production costs.
The Trap: Perform the new requirements immediately or risk contract termination—with no agreement on who pays for the additional costs.
Classic “perform now, argue later” scenario—where the seller bears all the immediate risk and cost.
Legal Strategy Insight: In my government contract practice, I’ve seen this pattern repeatedly. The key is proactive contract language that requires mutual agreement on price and schedule before any directive work begins, plus clear dispute resolution procedures for when buyers attempt unilateral changes. Most contractors don’t protect themselves until they’re already trapped—and by then, their leverage is gone.
⚡ The Hidden Reality of Buyer-Directed Changes
Not all changes come through formal change orders—and buyer-directed changes can impose significant, unexpected costs.
The pattern is consistent across industries: buyers use unilateral directives to shift risk and cost to sellers, knowing most contractors will comply rather than face contract termination.
Professional Warning: Buyer-directed changes are one of the most common causes of project failure and contractor bankruptcy. Fortune 500 companies and government agencies know how to use these tactics to shift risk. Your contracts need the same level of protection that major corporations demand.