FEDERALCourt of Appeals for the Second Circuit
2005

Aetna Casualty And Surety Co. v. Aniero Concrete Co.

404 F.3d 566Court of Appeals for the Second Circuit • Decided 2005Enforced
FLAGSHIPPay-When-PaidLien WaiverCited 106 times

HOLDING

Aniero Concrete challenged a construction contract completion agreement after the School Construction Authority (SCA) refused to consent to assignment of the contract. The court ruled the contract was invalid because a required condition—the SCA's written consent to assignment—was never satisfied. This decision means that even if you've done the work and other contract terms seem favorable, a contract can be completely unenforceable if a critical condition precedent isn't met. For subcontractors, this is a critical reminder that assignment restrictions and consent requirements in prime contracts can kill your payment rights downstream.

KEY FINDINGS

Pay-When-Paid

Always verify that any required consents or approvals from the project owner are obtained in writing before relying on a contract—missing this can void the entire agreement

Lien Waiver

If your contract requires assignment consent, get it documented before you start work or assign your rights; don't assume verbal approval or partial performance counts

FULL COURT OPINION