When must the contractor complete the works if no completion date has been agreed?
As a construction law solicitor, I regularly find that disputes arise over how long a construction project may take. For example, the building contract may not specify an end date or the number of working days. Does this mean the contractor can simply take as long as they like? The absence of a specific date does not mean the contractor has free rein. In this article, I explain the legal position when the parties have not agreed on a completion date and what you can do if the work is taking an unreasonably long time.
What if no completion date has been agreed?
Many building contracts, particularly for smaller projects carried out for consumers, do not contain a fixed completion date. Contractors may include an indicative schedule or provide no time estimate at all. Both clients and contractors then often assume that the project is not subject to any time constraints whatsoever. This is a misconception. Courts regularly rule on this aspect of building contracts.
For example, in 2023, the Arnhem-Leeuwarden Court of Appeal ruled very clearly: the absence of an agreed date for fulfilment of the obligation to complete the work does not mean that the contractor had a free hand to determine when he might complete the work. The contractor was required to complete and hand over the work within a reasonable period (para. 3.11, ECLI:NL:GHARL:2023:9876). Even without a specific date, the contractor is therefore obliged to complete the work within a reasonable period. But what, then, constitutes a reasonable period for completing the work?
When is a timeframe ‘reasonable’?
The practical problem with the term ‘reasonable timeframe’ is that it is an open-ended standard. What is reasonable depends on the nature and scope of the work, the complexity of the tasks involved, and the circumstances of the case. The conversion of an office building into flats takes longer than replacing a bathroom and kitchen in a private home.
As open-ended standards regularly give rise to debate, this standard has been further clarified in case law. For example, the Amsterdam District Court held that: ‘Even in the absence of a final completion date, a contractor acting reasonably and with reasonable competence may be expected to carry out their work with sufficient diligence and to complete the work without unnecessary delay (para. 4.5, ECLI:NL:RBAMS:2024:7949). In this case, the contractor had failed to fulfil that obligation, which ultimately led to a partial termination of the contract and a substantial payment obligation on the part of the client.
This ruling illustrates that diligence is an independent criterion for assessment, separate from any specific deadline. The court therefore considers not only whether a particular date was met, but also the overall pace and the manner in which the contractor carried out the work.
Sometimes the contractor provides clarity in the contract itself as to what might constitute a reasonable timeframe. This is the case, for example, where an ‘indicative construction period’ is included in the contract or the quotations. Failure to meet this timeframe does not automatically give you carte blanche to hold the contractor to account for late completion, but it does provide a point of reference for what the contractor themselves considered reasonable. If the contractor exceeds this indicative construction period by a significant margin without clear justification, it is a good idea to take action.
What can you do if the work is taking too long?
As the client, you are not left empty-handed if the works take an unreasonably long time. The first step is to issue a written notice of default to the contractor, setting out your reasons and specifying a reasonable deadline. Without this letter or email, the contractor is not in default and you cannot enforce your rights. A claim for compensation or termination would then be unsuccessful.
If, during the construction work, you realise that the contractor may not be able to complete the work on time, it is advisable to raise this issue promptly. Do so in writing and also document the progress of the construction work. In this way, you will have a file that you can refer to later.
What does this mean for business owners acting as clients themselves?
For business owners and consumers who enter into a building contract as clients, largely the same criteria apply. It is therefore advisable, even as a business owner, to include a specific completion date in the contract – or at the very least a clear schedule of milestones – if payment is made according to the progress of the work. This prevents disputes later on and also makes it clear whether the payments of the contract sum and the progress of the work are in balance with one another.
Finally
The absence of a specific completion date in a building contract does not give the contractor carte blanche to let the work drag on indefinitely. If your project drags on indefinitely and starts to resemble a scenario from ‘Help, my husband’s a DIY enthusiast’, you would be well advised to engage an expert to ensure the contractor gets on with the work with the necessary pressure, or to terminate the contract with the contractor. Would you like to know how you can apply these standards to your specific situation, or are you dealing with a contractor who is not working with sufficient diligence? Please feel free to contact me to discuss the options.
