The Position of Clients in Construction Projects – Blog IV 🏗️

Petra

Due to an amendment to the Civil Code effective from 1 January 2024, the position of clients in construction projects has been strengthened. In our first blog in the series ‘The Position of the Client in Construction Projects,’ we discussed the client’s position in relation to post-completion liability. The second blog in the series addressed the contractor’s financial information obligation. The third blog covered the contractor’s duty to warn and the changes therein.

However, there are more changes that clients and contractors need to consider. In this blog, we focus on the contractor’s obligation to provide a so-called ‘completion dossier’ for the handover.

It is important to note that the completion dossier is not the same as the ‘authority dossier’ that the initiator of a construction project must submit to the (usually) municipality, allowing them to verify that the construction complies with legal standards. The ‘authority dossier’ must include a statement from the quality controller asserting that there is justified confidence that the construction has been built according to legal standards. But what exactly is the ‘completion dossier’?

The Completion Dossier

Article 7:757a of the Civil Code stipulates the obligation of the so-called ‘completion dossier’. The article states:

‘In the case of a construction contract, the contractor must provide the client with a dossier relating to the completed construction at the time of the notification that the work is ready for completion, as referred to in Article 758(1). The dossier must contain data and documents that fully inform the client of the contractor’s compliance with the agreement and the work performed in this regard and must include at least:

  • Drawings and calculations related to the completed construction and associated installations, as well as a description of the materials and installations used, and the functions of the construction.
  • Data and documents necessary for the use and maintenance of the construction.’

This ‘completion dossier’ is often referred to in practice as the consumer dossier, but this can be misleading. The obligation applies to all construction contracts, not just those with private clients. Therefore, we prefer to call it the completion dossier.

First, it is important to note that this legal requirement for the contractor to provide a completion dossier can be deviated from contractually. There are no restrictions on contractually deviating, even for private clients. Thus, parties are free to make their own agreements about a possible completion dossier and its contents.

Moreover, the obligation to provide a completion dossier only applies to construction contracts. For other types of contracts, such as dry cleaning, this provision does not apply.

If parties have not agreed otherwise contractually, the contractor must provide a completion dossier at the notification that the work is ready for completion. This does not have to be the same moment as the completion itself. The completion dossier must be provided before the completion, as the moment of 'notification that the work is ready for completion' is the reference point.

The regulation further specifies that the completion dossier must include at least the drawings and calculations of the completed construction and associated installations. It must also contain a description of the materials and installations used and the functions of the construction. Finally, the contractor must include data and documents necessary for the use and maintenance of the construction in the completion dossier. The purpose of the legal regulation is to encourage contractors to deliver a defect-free construction and to ensure that clients have relevant information for the use, maintenance, and potential future modifications of the construction. However, providing a completion dossier does not eliminate the contractor’s liability for (hidden) defects. For more information on the contractor’s liability, we refer to our first blog.

As outlined, parties are free to make other or additional agreements about the contents of the completion dossier. The goal of the completion dossier is to provide a ‘complete insight’ into the fulfillment of the construction contract. It is unclear when this is the case. It is possible that the contractor provides the data specified in Article 7:757a BW but still does not provide ‘complete insight into the fulfillment of the agreement’ under the specific circumstances. How this obligation will be practically applied remains unclear and will need to be clarified by case law.

The law does not specify ‘how’ the completion dossier should be provided. This means the contractor can provide a paper dossier or a digital one.

Professional parties often know what information and documentation they expect and make agreements on this, possibly with their legal advisors, when entering into the contract.

For private clients, this may differ. Even the contractors' trade organizations found the legal rule not always clear. At the request of the Ministry of the Interior and Kingdom Relations, a practical guideline (NEN – Dutch Practice Guideline NPR 8092) was developed together with the construction industry and consumer organizations. This guideline can provide support in making agreements to achieve a good completion dossier for private clients. You can find this practical guideline via this link NEN Practice Guideline.

But does a contractor need to provide a completion dossier for a project that started before 1 January 2024? Parties made agreements before the legal regulation took effect. A special transition arrangement has been established for such situations. The completion dossier does not need to be provided for construction contracts concluded before the entry into force of Article 7:757a BW, that is, before 1 January 2024.

If you have any questions or need legal assistance after reading this or the previous blogs in this series, please contact Petra Lindhout or Erwin den Hartog from our office.

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