The best way to deal with interior designers.

Those contemplating an office or residential renovation or installation would be well served by having a formal contract with the interior designer, say these professionals.

Attorney C. Jaye Berger agrees interior design and build-outs have become so sophisticated that it makes good business sense for the parties to have a contract. "The same legal principals apply whether you are changing the fabric on your sofa or doing the whole office," she said.

It's important for office building owners, too, she said, to know what the laws are and how to work with people.

Berger's book "Interior Design Law & Business Practices" published by John Wiley & Sons, is geared to be used by either interior designers or the clients that use them.

Interior designers are competing very directly with architects for interior office projects. But there are issues that both sides need to be aware of, Berger said, "because there are restrictions on what an interior designer can and cannot do."

Frequently, Berger warned, the interior designers hire expediters to file their plans. Some of these expediters are architects who can approve the plans. But, she said, "You are not supposed to hire an interior designer who has an expediter 'rubber stamp' their drawings. Clients need to know how these plans are being structured to know if it's appropriate."

Charlene Keogh, ASID, president Keogh Design Inc. of Manhattan and East Hampton, feels it's absolutely necessary to write a contract. "It clearly states up front what you are going to do for the client so there is no misunderstanding later as to what you have to do for the money."

Not only does the contract lay out the terms, Keogh noted, but it provides a vehicle by which potential "sticky situations" are resolved up front. "Like when you get paid and how often," she said.

In the design business, clients often want the designer to create many different schemes for furniture and fabrics before they make a decision. "In our contract it says we do X number and if you don't agree, we get more money," said Keogh.

Although a client might balk, worried about whether Keogh might not reproduce their needs in a limited number of schemes, she said the contract also covers discussion time and the creation of a program for the renovation that make the need for more designs unlikely.

"But this lets clients know your time is valuable and you are not going to shop 'til you drop," she said. "It lets clients know you are professional and no fly-by-nighter."

Programming is used to describe the discussions that take place to find out what the client needs. "It covers everything from image to your files, what is your growth, and who is expected to sit next to whom," she said.

In residential situations, Keogh asks her client to show her things they like. "It develops feelings and colors and helps us develop a language between each other so when they say 'modern' we know what it means," she explained. "Unless you define those terms up front, you can have a long discussion and end up not understanding each other."

Michael Love, ASID, president-elect of the ASID New York Metro Chapter, who is an interior designer with clients around the world, says she makes sure both the husband and wife always sign the contract, and also sign the purchase orders and approve them.

"Otherwise, it can end up in divorce court and her husband says 'I didn't sign it,'" Love explained. "But it means that the other party also knows what's going on."

For residential clients, Love works on a letter of agreement rather than a full--scale contract because she believes contracts are too complex. "If you give them too much of a contract, they get over-whelmed," she said. "With commercial clients it's different, they have their lawyers and there is no real problem."

Love's letter of agreement or contract lays out the proposal, the scope of services and general conditions, under what conditions it can be terminated and that disputes are resolved by going to the American Arbitration Association.

"I know lawyers think everything should be a certain way, but I find there are limitations to that," Love said.

Berger's book includes a chapter on contracts and one on litigation issues, along with a description of how arbitration works. She also covers insurance and accounting issues with chapters written by outside experts.

To work with office clients, Keogh goes in with a pre-developed written program questionnaire. "You have to define who you have to talk to," she said. "You may talk to the CEO about where the company is going and where he sees it in terms of other companies, what is the image, is he downsizing, is he moving, is he hiring more people? You define through him who you need to talk to."

Through the process, Keogh says, "You go from global images to how many secretaries do you need and do they like pencils in their drawer. It leads to a much more efficient process."

While this requires busy executives to think about things they don't have time to think about or don't want to, Keogh says the time up front will save the client's time and money later.

"You really have to understand management," she noted. "If they start waffling, you have to put the skids on that." Her contract states that her fee is based on prompt decisions and clear decisionmaking, or she gets more money. "If the client's decision-making causes us undo delay or rethinking, then there is more fee," she explained. "They have to treat this in a professional way. This isn't the decorator coming in and someone says 'we'll deal with her when we get to her.'"

If she makes a meeting with a client, she confirms it and shows up on time. "If I have to sit around for three hours, I have to charge," she insisted. "We're just like an attorney, our time is just as valuable as anyone else's."

Love agrees that corporate work is different. "You are usually not dealing with just one person and if someone key leaves to go somewhere else, you do need a much more formalized contract, because they are just a representative of the corporation," she said.

Keogh's contract talks about what the clients expect from her, and what she expects from them. For instance, she said, "It doesn't hold us responsible if the contractor screws up or the furniture people don't deliver on time." But when a drapery was not made to her specifications, she spent hours with the seamstress to make sure the next time was right.

Recently, Keogh was working on a time and materials basis for a client with whom she had a long-standing relationship. But the job was based on a very old one-paragraph contract.

"They started to get nervous about the cost of the fee in relation to the project, so we agreed to go to a formal contract to finish out the remainder of the project so they will know what the fees will be," she said.

Oftentimes, clients start making requests that are not covered within the scope of the agreement. "If you don't stop and say 'that's not in our contract, we have to talk about it as an extra,'" Keogh said, the situation can become awkward. "You can't wait a week, you have to do it right away."

Love agrees there can be overkill, but she says it's usually because the designer hasn't been explicit about what they are going to do. If the scope of the work is clear and if there are any requirements of the designer that are not outlined in this agreeement, she ensures there is a compensation package.

Problems arise, Love says, when the clients insist on something that causes a problem for the contractor. For instance, a contractor called her with questions about electrical switches and then asked for a drawing. "They said 'we don't know where these lighting switches are going' and the client specifically didn't want a switching diagram," Love recalled. "If something goes wrong, I take responsibility for it and take care of it. If you live up to your part of the bargain and they know what you are doing, there is not a problem."