What acceptance is legally
Doctrine defines it as the act by which the client records completion of the works and their conformity with what was ordered, acknowledges after checking that execution was apparently correct, and in principle discharges the contractor from liability for defects. That definition carries precise legal effects.
Three characteristics follow.
It is a unilateral act of the client, not an agreement between parties, even though it takes the form of a signed certificate.
It produces an effect of approval, that is acceptance of the works, with the consequences attaching.
It may be refused only on legitimate grounds. The client has no discretionary power of refusal.
A point often overlooked: completion may perfectly well be recorded in the presence of defects. Acceptance may therefore be granted with reservations, covered in the article on reservations and their lifting.
Two acts, two functions
| Provisional acceptance | Final acceptance | |
|---|---|---|
| Records | completion of the works | proper execution after testing |
| Opens | the one-year testing period | the end of the testing period |
| Transfers | risk and custody | nothing further |
| Covers | unreserved patent defects | defects found in use |
Provisional acceptance is the pivotal moment. It fixes the date of completion, transfers risk, and opens the period during which the client tests the works.
Final acceptance closes that period. It acknowledges proper execution after real use.
The disputed question of the ten-year start
This is the most delicate point, and sources diverge. It concerns the exact reach of provisional acceptance.
The classical position holds that only final acceptance amounts to approval, and that it therefore starts the ten-year liability period.
Contractual practice differs. Most contracts provide that the client approves the works at provisional acceptance, which starts the period then. The administration itself invites parties to check what the contract provides.
Case law supplies the decisive qualification. The parties may agree that the ten-year period runs from provisional acceptance, provided they have clearly decided to give it an effect of approval.
In other words, the starting point follows approval, not the label. Doctrine criticises clauses bringing the start forward to provisional acceptance without conferring an effect of approval at that date.
The practical consequence is clear: a contract must state not only when the period runs but also that provisional acceptance amounts to approval, failing which the clause is fragile.
The risk of tacit acceptance
A formidable mechanism, and largely unknown to clients. It concerns tacit acceptance.
Unless proved otherwise, occupying or using the property amounts to tacit acceptance of provisional acceptance.
Three consequences.
Moving in before formal acceptance may amount to acceptance. Unreported patent defects are then deemed covered.
Refusal of acceptance must be reasoned, and sent by registered letter to the vendor or contractor.
Transfer of risk follows. It cannot occur before provisional acceptance, but it occurs from that point, including tacitly.
The regime imposed by the Breyne Act
Where the act applies, double acceptance is no longer optional. It becomes a statutory obligation.
It is compulsory, with a minimum period between the two acts, covered in the article on the period between acceptances.
Only a written act signed by the parties proves acceptance. Verbal or implied acceptance does not suffice to establish acceptance within the meaning of the act.
That regime is covered in the branch on the Breyne Act. The conditions of application are set out there.
The articles in this branch
The article on what provisional acceptance triggers details its five effects. The effects are listed there.
The article on the period between acceptances covers the testing period. The usual duration is set out there.
The article on reservations and their lifting covers how to word them. The procedure is described there.
The article on preparing a provisional acceptance gives an eight-point method. The list of checks appears there.
This article reflects rules and case law at the date of checking and serves professional orientation. It does not constitute legal advice and does not replace assessment of the individual case.