---
title: "Mark pay-when-paid provisions in a construction contract"
url: "https://ailawframework.com/practice/construction-and-infrastructure/mark-pay-when-paid-provisions-in-a-construction-contract/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A11-JU20261022-1-US"
practice_area: "Construction & Infrastructure"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Mark pay-when-paid provisions in a construction contract

> From the construction contract, quote each sentence that conditions a payment to a subcontractor on the owner or the contractor receiving payment.…

Canonical page: https://ailawframework.com/practice/construction-and-infrastructure/mark-pay-when-paid-provisions-in-a-construction-contract/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Construction & Infrastructure](https://ailawframework.com/practice/construction-and-infrastructure.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | From the construction contract, quote each sentence that conditions a payment to a subcontractor on the owner or the contractor receiving payment. Name the regime the lawyer marks: a Virginia private construction contract, or a Virginia public contract. Record the insolvency and bankruptcy exception only where the private section states it. Write no replacement clause and do not say the sentence is unenforceable. |
| What the lawyer must review | Virginia Code § 11-4.6 applies to a construction contract with an owner, and an owner under that section is a person other than a public body. In a contract that has at least one general contractor and one subcontractor, payment by the party contracting with the contractor shall not be a condition precedent to payment to any subcontractor, regardless of that contractor receiving payment, unless the party contracting with the contractor is insolvent or a debtor in bankruptcy as defined in § 50-73.79. Any provision in a contract contrary to § 11-4.6 is unenforceable. Virginia Code § 2.2-4354 applies to a contract awarded by a state agency, or by an agency of local government in accordance with § 2.2-4352. Under that section, payment by the party contracting with the contractor shall not be a condition precedent to payment to any lower-tier subcontractor, and any provision in a construction contract contrary to the section is unenforceable. The public section, as opened, does not state the insolvency exception. You decide which statute applies and whether the quoted sentence is contrary to it. These two Virginia sections are not a rule for every other state. |
| Written for | United States |
| Applies to | [Mark pay-when-paid provisions in a construction contract](https://ailawframework.com/practice/construction-and-infrastructure/mark-pay-when-paid-provisions-in-a-construction-contract.md) |

## Checking plan

- What the AI does: From the construction contract, quote each sentence that conditions a payment to a subcontractor on the owner or the contractor receiving payment. Name the regime the lawyer marks: a Virginia private construction contract, or a Virginia public contract. Record the insolvency and bankruptcy exception only where the private section states it. Write no replacement clause and do not say the sentence is unenforceable.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Section 11-4.6 does not prohibit a retainage provision. Section 2.2-4354 does not prohibit retainage, and its first payment clause does not apply to a contract awarded solely for professional services where the public body contracts directly with an architectural and engineering firm.
- A private owner is outside § 2.2-4354. A public body is outside the definition of owner in § 11-4.6.

## Sources

- [Code of Virginia § 11-4.6, Required contract provisions in construction contracts](https://law.lis.virginia.gov/vacode/title11/chapter1/section11-4.6/) (checked 2026-10-22)
- [Code of Virginia § 2.2-4354, Payment clauses to be included in contracts](https://law.lis.virginia.gov/vacode/title2.2/chapter43/section2.2-4354/) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*