Accepting completed work and raising objections under a contract for work

Article 264(1) of the Obligations and Contracts Act requires the customer to accept work completed in accordance with the contract. Acceptance involves both factual and legal acts: the contractor delivers the finished result, the customer receives and approves it, and indicates that it conforms to the order. If the contractor has followed the order and the work is free of defects, the customer must accept it. If the customer fails to inspect the work or to raise all objections, or refuses to accept work that complies with the contract, the work is deemed accepted. The risk then passes to the customer, who must pay the agreed fee. Non-conformity may consist of apparent or latent defects. On delivery or acceptance, the customer must inspect the work. Apparent defects or deviations, meaning those discoverable on ordinary inspection, must be raised with the contractor immediately on delivery or within the contractually agreed period (Article 264(2), first sentence). For latent defects or deviations that ordinary inspection would not reveal or that appear later, the customer must object immediately upon discovery or within the agreed period, unless the contractor knew of them (Article 264(2), second and third sentences). This is the established case law: see Supreme Court of Cassation judgment No. 231 of 13.07.2011 in commercial case No. 1056/2009, Second Commercial Division, and judgment No. 23 of 04.08.2014 in commercial case No. 1938/2013, First Commercial Division, among others.

In the absence of a proper and timely objection to defective performance, the customer’s corresponding obligation to pay the fee is due and the contractor may successfully sue for payment. See Supreme Court of Cassation judgment No. 161 of 17.07.2017 in commercial case No. 60333/2016 and judgment No. 9 of 10.09.2010 in commercial case No. 150/2009, among others.

In judgment No. 09 of 27.03.2013 in civil case No. 260/2012 and judgment No. 05 of 15.03.2010 in commercial case No. 390/2009, the Supreme Court of Cassation held that a customer’s objections to improper performance of a vehicle repair contract should be made on acceptance. Taking delivery without objection is equivalent to approval: it acknowledges that the work conforms to the contract (Article 264(3) of the Act).

This article does not provide a legal opinion or advice about any particular person or situation. For assistance with an individual case, consult a lawyer practising in contract law and the law of obligations.