Trent Cotney, Attorney & Partner, Adams & Reese
When you re-roof a home, Murphy’s Law is always lurking. A stray tear‑off nail punctures a tire or a sudden storm finds a partially covered sheathing panel and leaves a watermark on the living‑room ceiling. Your contract may feature iron‑clad limitation of liability language but cutting a small check or offering a credit without first securing a written release can give the homeowner an open runway to sue again later. Below is a guide for Florida roofing contractors on why a release is different from and just as important as a good damage’s waiver clause, what the courts say about each and how to build a good paper trail the next time a jobsite mishap turns into a customer claim.
Your contract may limit types of damages but not the right to sue. Here is a typical damages limitation provision:
To the fullest extent permitted by law, Contractor’s total aggregate liability to Owner under or
arising out of this Agreement shall not exceed the Contract Price actually paid. In no event
shall Contractor be liable for any consequential, incidental, indirect, special, exemplary, or punitive
damages, including but not limited to loss of use, lost profits, lost rental income, diminution
in property value, or alleged emotional distress, whether claimed in contract, tort, statute, or
otherwise.
Portions of this provision are similar to AIA A201‑2017 § 15.1.7, which has been enforced repeatedly by courts so long as it is clear and unambiguous. Florida appellate decisions likewise uphold clauses that expressly list the barred categories of damages and make the intent unmistakable.
But a waiver of damages only says which buckets of money the owner cannot pursue and not that the owner won’t pursue any claim at all or repackage the same facts into a different theory such as negligence, deceptive trade practices, express or implied warranty claims or lien offset. Absent a separate settlement
document that releases the underlying claim, nothing stops the owner from handing your $1,500 check to a lawyer and seeking more six months later.
Generally speaking, Florida’s Uniform Commercial Code, § 673.3111, does create the ability to extinguish a disputed claim by tendering a check that bears a conspicuous statement such as “paid in full settlement of all claims arising from job at 123 Palm Avenue.” If the owner endorses and deposits that check, there is a good argument that the claim is discharged. Two practical problems make sole reliance on this statute risky:
■ Ambiguity invites litigation. Courts will not find accord and satisfaction unless the pay‑in‑full notation is crystal clear and the dispute truly bona fide. Roofing defect cases often involve evolving scopes and multiple suspected causes, leaving plenty of room for argument.
■ Electronic transfers and app payments (ACH, Zelle, Venmo) do not accommodate restrictive endorsements, undercutting the statutory mechanism altogether.
A short, lawyer‑drafted Release and Settlement Agreement avoids those pitfalls, eliminates doubt about mutual intent and can bundle in extra protections such as confidentiality, non‑disparagement and even an indemnity from the owner if a future buyer resurrects the claim.
■ Identification of the parties and project – Tie the release explicitly to the street address and contract number.
■ Recitation of consideration – Spell out the payment amount or describe non‑monetary consideration (“Contractor will patch and seal the south‑driveway crack no later than August 5, 2025”).
■ Scope of released claims – Use broad words: “all claims, demands, causes of action, damages (direct or consequential), liens, costs or attorneys’ fees of every kind, known or unknown, which the Owner ever had, now has or may have…”
■ No admission of liability – Preserve your reputation and insurance standing.
■ Signature formalities – Date, witness or notarize and have all titled owners sign (including spouses who are on the deed but not the contract).
Courts routinely enforce such releases so long as they are supported by consideration and not procured by fraud or duress.
■ Front‑load your contract. Enumerate barred damages (consequential, incidental, indirect, special, punitive).
■ Train PMs and sales staff never to hand over cash or sign a change order labeled “credit” without simultaneously obtaining a homeowner release.
■ Use conspicuous language on checks if you absolutely must mail payment before a formal release can be signed and follow up to get the document anyway.
■ Log every settlement in your CRM with amount, date and PDF of the executed release.
■ Review releases annually with counsel to ensure they dovetail with evolving lien, consumer-protection and contract‑waiver statutes.
A crisp limitation‑of‑liability clause keeps catastrophic damage theories at bay but it is not a substitute for a signed release when you pay to make a customer whole. Spending an extra 15 minutes to memorialize the settlement can spare you months of litigation, protect your deductible and keep your online reputation intact. Put the release template in every superintendent’s glovebox and make it policy that no check leaves the office without one. In the long run, the cheapest patch you install might be the ink on that one‑page release.
The information contained in this article is for general educational information only. This information does not constitute legal advice, is not intended to constitute legal advice, nor should it be relied upon as legal advice for your specific factual pattern or situation.
Trent Cotney is a partner and Construction Team Leader at the law firm of Adams & Reese and FRSA General Counsel. You can reach him at trent.cotney@arlaw.com or 866-303-5868.