Washington lawmakers have issued a revised version of House Bill 2191, legislation that could reshape how wage and benefit liability is assigned across the state’s construction industry. The substitute measure, released January 28 and known as HB 2191-S, keeps the core intent of the original proposal but scales back several provisions that alarmed general contractors, developers and project owners.
Earlier analysis from Seyfarth Shaw noted that the initial bill would have dramatically widened the pool of parties responsible when subcontractors fail to pay workers. The updated language, however, introduces new limits and procedural safeguards intended to balance worker protections with business concerns.
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At its core, the legislation continues to pursue the same objective: “ensuring that construction workers are paid all wages and benefits owed to them, even when their direct employer fails to do so, allowing workers employed by subcontractors to seek recovery from parties higher up the contracting chain in certain circumstances.”
For upstream contractors, the risk remains significant. The update cautions that “the fundamental risk identified in the original bill remains: upstream parties may face liability for wage and benefit violations they did not directly commit.” Still, lawmakers have refined how that liability would operate and who would be most exposed.
The most notable change involves private property owners. The original proposal would have subjected many owners to joint and several liability, a provision critics said could chill investment and complicate even small renovation projects. HB 2191-S now expands exemptions for:
The revision “meaningfully reduce[s] exposure for small and individual owners while maintain exposure and liability for larger, private commercial projects. Public owners—state, local, and tribal governments—remain exempt.”
Lawmakers also attempted to curb what industry groups described as a potential “domino effect.” Under the earlier draft, multiple upper-tier entities could have been held fully responsible for the same unpaid wages regardless of their level of control.
The substitute bill draws clearer lines between direct contractors, who would remain the primary target, and upper-tier subcontractors, who “may face liability, but are not jointly and severally liable with each other.” The change is designed to more closely tie responsibility to actual involvement on the project.
Another flashpoint was the prospect that company officers and managers could be held personally liable without a showing of willful misconduct. HB 2191-S narrows that exposure by linking liability to real authority over payroll decisions.
The revision “more closely tie[s] individual liability to actual authority and control over wage-payment practices. While personal exposure remains a risk for those with meaningful operational or financial control, the revised language reduces the likelihood that passive executives or nominal officers will be automatically swept in.”
Union contractors had questioned how the original bill treated projects covered by collective bargaining agreements. The term “qualifying CBA” was undefined, leaving major uncertainty.
The substitute version specifies that an eligible agreement must affirmatively establish wages and fringe benefits and include a grievance and dispute-resolution process for workers seeking unpaid compensation. Although the firm notes that “questions remain—such as how courts will treat mixed-coverage projects, whether subcontractor CBAs must independently qualify, and how compliance will be assessed when contractual remedies exist but are not invoked,” the exemption is now “substantially more workable and far less speculative.”
HB 2191-S also adds notice provisions giving upstream parties a chance to address alleged violations before lawsuits escalate. These mechanisms stop short of a full safe harbor but “reduce the risk of immediate surprise liability.”
Even with the refinements, the bill would still represent a major shift in Washington’s construction risk landscape. Seyfarth Shaw urges companies to begin preparing immediately.
Firms may need to demonstrate proactive oversight, including:
Existing subcontracts may require updates such as:
Contractors should expect to monitor:
Given the personal-liability provisions, companies are encouraged to examine who controls payroll and contracting decisions. Training and documented compliance efforts may help limit exposure.
For union employers, the clarified exemption could be a valuable risk-management tool. Agreements should be reviewed now to ensure they meet the new criteria.
The substitute bill reflects an effort to balance competing interests, but the direction remains clear. The update concludes that “general contractors will increasingly be expected to act as compliance gatekeepers, not just project managers.” Companies are urged to monitor developments closely and prepare rather than wait for final passage.
“Contractors operating in Washington should monitor the bill closely and begin adapting compliance strategies now rather than waiting for final passage. Early preparation will be critical to managing both legal risk and project costs in this evolving regulatory environment.”
Originally reported by SeyFarth.
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