The Client refuses to accept the completed work.

When the client has the right to reject the work and when they no longer do

A handover dispute usually starts the same way. The contractor announces completion, the client writes down a long list of reservations during the handover inspection and refuses to sign the protocol. The contractor then does not know whether they can invoice or if they must continue working according to a list they disagree with. The answer depends on whether the work was actually completed and whether the client's reservations have a factual basis.

A work is completed when the contractor has demonstrated that it is fit to serve its purpose. This is how completion is defined under Czech legislation, which immediately adds that the client shall accept the completed work with or without reservations (Section 2605 of the Czech Civil Code). Handover with reservations is therefore a standard path for work that has defects. By making reservations, the client protects their rights arising from defects, and the contractor receives the handed-over work, from which they can calculate their claim to the price.

Demonstrating fitness for purpose depends on the nature of the work. For a production line, this usually involves trial operation and performance tests; for a building, inspections, tests, and documents required for occupancy permit approval; for project documentation, its submission in the agreed scope. Contracts often describe these conditions precisely. A contractor who arrives at the handover without the agreed documents or without the completed tests gives the client a legitimate reason not to accept the work.

An explicit prohibition on refusing acceptance due to minor defects applies only to construction works. For other types of work, the law anticipates acceptance with reservations. For software, technology, or projects, the contract and the severity of the defects are therefore decisive. Legitimate rejection can thus be considered in situations where the work was not completed, agreed tests or documents are missing, or defects prevent use. A simple "we'll think about it" or a dispute over the price of extra work is not a reason for rejection.

What determines your claim to the price: the law, the contract, and the protocol

The statutory rule is simple. The work is performed when it is completed and handed over, and the right to payment of the price arises precisely upon its performance (Section 2610 of the Czech Civil Code). If the work is handed over in parts, the right to the price for each part arises upon its performance. The invoice itself does not establish the claim, it only bills the price; when the price is due is mainly determined by the contract.

However, most commercial contracts add their own conditions to the statutory rule. Typically, this involves a written handover protocol signed by both parties and a final invoice to which the protocol must be attached. The handover protocol is a document in which the parties record that the work was handed over, in what condition, and with what reservations. The dispute then does not hinge on whether the work was finished, but whether the client's signature on the protocol is a condition without which the right to the price does not arise at all.

The Czech Supreme Court, in its judgment Case No. 23 Cdo 2349/2025 from June 2026, reiterated that an agreement on a written protocol does not have to be a condition for the right to the price to arise. It may merely facilitate proof of handover. What matters is what the parties actually intended, how they behaved after signing, and whether it makes economic sense for the contractor to accept the risk of not getting paid without a signature. The court therefore overturned the appellate court's judgment, which interpreted the contract solely based on its text, and remanded the case. The outstanding balance of the price has not yet been decided.

For the contractor, this means that the wording of the contract is decisive long before a dispute begins. A contract that explicitly designates the protocol as a condition for the claim to arise gives the client strong leverage. A contract that simultaneously states what happens if the client unreasonably refuses acceptance balances this leverage. Where the contract is silent, the court will assess the intent of the parties based on all circumstances, making the outcome less predictable. Therefore, it pays to address the handover during negotiations, not only at the construction site.

Procedure from Notification of Completion to Payment

The procedure below describes a typical process; which steps are necessary in your case depends on the wording of the contract for work and whether the protocol is agreed upon as a condition for payment. Therefore, the Czech legal team at ARROWS law firm first reads the contract and correspondence from the construction site and only then recommends whether to invoice, sue for the price, or first enforce acceptance. The order of steps changes according to the contract, but their logic remains the same.

The first step is a written notification of completion with a specific handover date. The notification should refer to the relevant clause of the contract, list the prepared documents and tests, and propose a place and time. An email is sufficient if the contract allows it, but it is sensible to also send it to their data box. The date of notification determines when the client could have accepted the work and when they fell into default.

The second step is the actual demonstration of the work in accordance with the contract. The contractor performs the agreed tests in the presence of the client, hands over the documentation, and allows the client to inspect the work. The entire process is recorded in a protocol, photographs, and possibly video. If the client raises reservations, the contractor should have them recorded specifically, ideally with a reference to the location and description of the defect. General reservations such as "outstanding work as per list" are worthless in a subsequent dispute.

The third step is responding to the reservations. The contractor categorizes them into actual defects, minor issues that do not prevent use, and requirements beyond the scope of the contract. They respond to the first group with a scheduled repair, to the second with an offer of acceptance with reservations, and to the third with a reference to the change order procedure. A written response within a few days shows that the contractor is acting in good faith and does not want to hand over the work at all costs.

The fourth step is invoicing and a demand for payment. If the client accepted the work with reservations, the contractor invoices according to the contract and lets any retention money run. Retention money is a portion of the price that the client, under the contract, retains until defects are rectified. If the client rejected acceptance without a substantive reason, the contractor bills the price with a justification of why the claim arose. Before filing a lawsuit, they must send a pre-litigation demand for payment at least seven days in advance; otherwise, even if they win, the court will usually not award them compensation for the costs of the proceedings (Section 142a of the Czech Civil Procedure Code).

What clients most frequently object to during handover

The most common objection is outstanding work. The client claims that the work is not finished because finishing works, cleaning, or minor adjustments are missing. The contractor must then show that they have fulfilled the agreed scope and that the remaining items either do not prevent use or do not belong in the contract at all. Here, an itemized budget and change orders help, showing what was the subject of the work and what was not.

For construction works, the law explicitly protects the contractor: minor defects are not a reason to refuse acceptance. The client does not have the right to refuse acceptance of a construction work due to isolated minor defects which, on their own or in connection with others, do not prevent the functional or aesthetic use of the construction work, nor do they substantially limit its use (Section 2628 of the Czech Civil Code). What matters is how the defects manifest together, not their number on paper. A long list of cosmetic reservations will therefore not justify rejection on its own.

The second common objection is missing documents. Contracts usually list inspections, certificates, declarations of performance, as-built documentation, and operating manuals. If any of these are missing, the client is in a better position to reject, as without the documents, it may not be possible to obtain an occupancy permit or operate the building safely. How to deal with minor defects during the handover of a building is also discussed in the article on the handover and acceptance of construction works.

The third objection concerns the price, not the work. The client refuses to accept the work because they disagree with the billing of extra work or want to negotiate a discount. However, a dispute over the price does not prevent the acceptance of completed work, and the client cannot make acceptance conditional upon it. The contractor should separate the two disputes: offer acceptance of the work within the agreed scope and negotiate the extra work separately. Combining both topics usually benefits only the client.

Where the law protects the contractor and where it does not

Unreasonable refusal of acceptance has legal consequences for the client. A creditor is in default if they have not accepted a properly offered performance or have failed to provide the cooperation necessary for the performance of the debt (Section 1975 of the Czech Civil Code). Creditor's default is the term for a situation where performance is thwarted by the recipient; the consequences of the thwarted handover are then borne by the client, not the contractor. If the subject of the work is a thing, the client bears the risk of damage to it during the period of default, unless caused by the contractor (Section 1976 of the Czech Civil Code). However, default in acceptance does not in itself mean that the price is already due.

For the claim to the price, it is essential that courts evaluate the actual course of the handover, not just the signature. The Czech Supreme Court, in its resolution Case No. 33 Cdo 663/2022, rejected an appeal and agreed with the appellate court that the work had been handed over because the client immediately disposed of it and followed up on it with further work. The contract there did not establish the protocol as a condition. Resolution Case No. 33 Cdo 3238/2022 concerned an expert opinion that the client did not accept solely due to disagreement with its conclusions; the courts awarded the price. These conclusions cannot be automatically applied to contracts with special handover conditions.

The law also has limits. If the contract conditions the claim on the signing of a protocol and the court confirms this condition when interpreting the contract, the contractor may first have to seek acceptance of the work and will receive the price later. If the subject of the work is a movable thing and the client does not accept it without undue delay, the contractor may sell it on the client's account. Unless prevented by the nature of the thing, they must notify them in advance and give them an additional period of at least one month for acceptance (Section 2609 of the Czech Civil Code). For a building on the client's land, this path is out of the question.

Whether unreasonable refusal of acceptance is sufficient for the claim to the price to arise depends on the wording of the contract and how precisely the contractor demonstrated and offered the work. Both circumstances are assessed by the Czech legal team at ARROWS law firm based on specific documents before the contractor issues the final invoice. A poorly chosen lawsuit for payment can end in dismissal for prematurity, causing the contractor to lose both time and the costs of the proceedings.

How to safeguard your claim to the price in the contract

Disputes over handover are decided primarily by the text of the contract. The contractor should push for a precise definition of when the work is completed: what tests will take place, what documents will be handed over, and what criteria the work must meet. The more objective the criteria in the contract, the less room the client has for subjective rejection. Categorizing defects into those that prevent acceptance and those that will be rectified after acceptance also helps.

The second tool is the deadline for handover and the consequence of non-compliance. The contract can stipulate that the client will initiate the handover within a certain number of days from notification and, within a further period, either accept the work or state in writing and specifically the defects that prevent acceptance. If they fail to do so, the work is deemed accepted. How to draft such a clause and where its limits lie is described in the article on whether it is possible to agree on the handover of work through a legal fiction.

For longer projects, it pays to hand over the work in parts. The law allows this if the work is performed progressively and individual stages can be distinguished, and the right to the price then arises for each part separately. This reduces the amount of money the client can retain at the end. If the work is performed at significant cost and the parties have not agreed on advances, the contractor may request a reasonable portion of the remuneration during performance.

The third tool is the precise regulation of retention money. The contract should state from which amount the retention is calculated, when it is released, and what happens if the client does not specify defects. Without this, retention turns into unlimited leverage. A reasonable contract also stipulates that a dispute over extra work or the amount of the price does not affect the obligation to accept the work within the agreed scope.

Mistakes that cost contractors money for completed work

The most expensive mistake is leaving the handover without a protocol. The contractor argues with the client, leaves the construction site, and documents nothing. In a dispute, it is then one word against another, and the client can claim that the handover was thwarted by the contractor. Prevention means having your own protocol form prepared at the handover and having it signed at least by your own people and any third parties.

The second mistake is to continue working according to the list of reservations without the contractor categorizing them. Anyone who completes everything the client writes down without comment weakens their evidence that the work was completed. Moreover, they perform work beyond the scope of the contract for free. The distinction between defects and new requirements must be made in writing and immediately. How to handle changes in specifications and additional payment for extra work is analyzed in the article on when the client changes specifications during implementation.

The third mistake is a lawsuit filed on the wrong basis. The contractor sues for payment even though the contract clearly links the right to the price to a signed protocol, and the court dismisses the lawsuit. The opposite mistake is waiting unnecessarily long for a signature, during which the client becomes insolvent. The correct choice between a lawsuit for the price and a lawsuit for acceptance depends on the contract and must therefore be decided before filing, not during the proceedings.

The fourth mistake is leaving the refusal of acceptance unanswered. The contractor's silence may look like agreement with the reservations. The contractor should therefore respond to every rejection in writing: why they consider the work completed, how they demonstrated its fitness, and by when they request acceptance. How much these mistakes cost only becomes clear in a dispute, and which of them poses the greatest risk to your project is determined by the contractual terms, which the Czech legal team at ARROWS law firm will verify before the handover.

Risks of Rejected Acceptance of Work

Summary

This article has shown that the client's signature on the handover protocol is not the only path to payment. The law links the claim to the price with the completion and handover of the work, and courts evaluate the actual course of the handover, the demonstration of the work, and whether the client is using the work. Unreasonable refusal of acceptance does not deprive the contractor of the price, but it does not make it due on its own; the contract and what the contractor can prove about the handover are decisive.

For the contractor's management, how the contract regulates the handover and what the company can prove about its process is crucial. A contract that conditions the protocol on the client's signature without any safeguard can delay payment for completed work by months. Conversely, a protocol, photographs, and written correspondence from the handover decide a dispute before it even begins. Delaying a response to a rejection does not pay off, as evidence weakens and the client's solvency may decline over time.

Therefore, it is necessary to prepare the handover as an evidentiary process: with precise notification, demonstration of the work in accordance with the contract, and a written record. It is equally important to immediately separate actual defects from extra requirements and not let a dispute over extra work block the acceptance of the entire work.

The Czech legal team at ARROWS law firm prepares and reviews contracts for work, conducts negotiations with clients on behalf of contractors, and represents them in court disputes over the price of work as well as in settlement negotiations. Write to us at consultation@arws.cz or see how we handle commercial and court disputes.