Do acceptance minutes without the investor’s signature have legal validity?
In construction activities, the relationship among the Investor, the Contractor, and the Supervision Consultant plays an important role in ensuring that a project is implemented in accordance with regulations and agreements. When the Contractor completes the work under the construction contract, Acceptance Minutes are signed to confirm the quality and volume of the completed works, serving as a basis for the Contractor to request payment. However, in many cases, the Acceptance Minutes do not bear the Investor’s signature, leading to disputes related to payment obligations. This article clarifies whether Acceptance Minutes without the Investor’s signature have legal validity.
1.Principles for signing Acceptance Minutes in construction contracts
The acceptance of construction work is regulated under Article 123 of the Law on Construction 2014 and further specified in Decree No. 06/2021/ND-CP dated January 26, 2021 of the Government detailing a number of contents on quality management, construction execution, and maintenance of construction works (“Decree 06”). Accordingly, the parties signing the Acceptance Minutes depend on the scope of the accepted work, the agreement between the Investor and the relevant Contractors, as well as specific legal provisions.
Regarding the acceptance of construction work, pursuant to Clause 1, Article 21 of Decree 06, the participants in the acceptance process include the person directly supervising the construction of the project and the person directly responsible for the construction techniques of the Contractor. The acceptance shall be carried out based on approved construction drawing designs, technical instructions, technical standards, and other relevant documents. Therefore, in cases where the construction contract or other agreements among the parties do not stipulate the participation and signature of the Investor in the Acceptance Minutes, the Supervision Consultant and the Contractor shall be responsible for carrying out the acceptance and signing the Acceptance Minutes for construction work without requiring the Investor’s signature.
Regarding the acceptance of construction stages or parts of construction works, pursuant to Clause 3, Article 22 of Decree 06, the parties may agree on the organization of stage acceptance, including timing, procedures, content, conditions, and participants in the acceptance process. Therefore, the requirement for the Investor’s signature in stage Acceptance Minutes depends on the agreement in the contract. In cases where the construction contract does not require the Investor’s signature as mandatory, the Acceptance Minutes without the Investor’s signature still have legal validity.
Regarding the acceptance of completed work items or construction works put into use, Clause 7, Article 23 of Decree 06 stipulates that Acceptance Minutes for completed work items or construction works must bear the signature of the legal representative of the Investor or a duly authorized representative. Therefore, for the acceptance of completed work items or construction works put into use, if the Acceptance Minutes do not bear the signature of the Investor’s legal representative or a duly authorized representative, they shall be considered legally invalid. However, Acceptance Minutes that have been signed and confirmed by the Supervision Consultant may still be used as a basis for assessing the volume and quality of the work actually performed by the Contractor in case disputes arise among the parties regarding the work performed by the Contractor.
Accordingly, the determination of the legal validity of Acceptance Minutes is not limited to whether the Investor directly signs them, but also requires consideration of the scope of authorization and the performance of the authorized work by the Supervision Consultant.
2.Cases where Acceptance Minutes without the Investor’s signature still have legal validity
Acceptance Minutes without the Investor’s signature still have legal validity when two conditions are fully satisfied: (i) the Supervision Consultant is authorized by the Investor to sign the Acceptance Minutes, and (ii) the Supervision Consultant properly and fully performs the work authorized by the Investor in accordance with procedures and agreements among the parties.
Firstly, regarding the scope of work that the Supervision Consultant is authorized by the Investor to perform. In practice, the Investor often enters into contracts with the Supervision Consultant to perform professional tasks related to construction supervision. These tasks may include the authority to represent the Investor in signing Acceptance Minutes for completed work items, stages, or volumes of work. When the Supervision Consultant signs the Acceptance Minutes in accordance with the authorized scope of work as mentioned above, the signature of the Supervision Consultant is considered an expression of the Investor’s intent.
Secondly, regarding the performance of the work authorized by the Investor by the Supervision Consultant. The Supervision Consultant is obligated to carry out acceptance tasks, including inspection and evaluation of the quality and volume of the work performed by the Contractor. This acceptance process must comply with proper procedures and must assess the volume and quality of the work completed by the Contractor. In cases where the work performed by the Contractor does not comply with the agreements among the parties, the Supervision Consultant is obligated to refuse acceptance and request the Contractor to remedy the deficiencies depending on the level of violation and agreements among the parties. Only when the acceptance fully and accurately reflects the results of the work performance and complies with the agreements among the parties will the Acceptance Minutes without the Investor’s signature have legal validity.
In conclusion, Acceptance Minutes without the Investor’s signature still have legal validity if the Supervision Consultant is authorized to represent the Investor in signing the Acceptance Minutes and carries out the acceptance process in accordance with procedures and fully and accurately reflects the construction results. If one of the above two conditions is not satisfied, the Acceptance Minutes may not be recognized as legally valid by the competent authorities.
TNTP hope that the article above “Do Acceptance Minutes without the Investor’s signature have legal validity?” provides you with useful insights. Should you have any concerns, feel free to approach TNTP for further supports and clarifications.
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