A downstream contractor has no contractual relationship with a project owner; that relationship is between the general contractor (or, here, the construction manager, Hill) and the owner. Accordingly, parties downstream from the construction manager cannot sue the owner if they sustain money damages caused by the owner. In response to this lack of contractual privity, the downstream contractor and construction manager may enter into a liquidating agreement, or pass-through agreement, where the downstream contractor assigns its claim to the upstream contractor. Such a provision may also already be in place in the downstream contractor’s boilerplate contract.