Step-by-step instructions and ready-made wording for the contract
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You’ve delivered the work, and the client is using it, but they’re reluctant to sign the completion certificate. Is it possible to collect payment without the client’s signature?
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Did you know that, according to the Civil Code of Latvia, the customer has an obligation to accept the completed work—and what happens if they refuse?
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What clause must be included in the agreement right now to ensure you never have to rely on your partner’s willingness to sign the agreement?
The construction company has completed the finishing work in the office. The quality is confirmed—the client visits the premises every day. But he’s in no hurry to sign the final agreement. He says, “We need to see more,” “I have questions,” “Give me another week.” Three weeks have passed. The payment for the final stage—18,000 euros—is still pending.
This is a classic payment delay scenario. And there’s a specific legal solution to it—if the contract is drafted correctly.
What does the law say?
Article 2222 of the Civil Law of Latvia clearly states that the customer is obligated to accept the completed order from the contractor. If the customer fails to accept the order, they are liable for all consequences of the delay.
This means that the customer’s silence and evasion do not relieve them of their obligation to pay for the work performed. However, to utilize this provision, the fact that the work was completed and the customer’s evasion of acceptance must be documented.
Three ways to record the completion of work without the customer’s signature
Method one: unilateral act with notification.
If this mechanism is specified in the contract, the contractor draws up a unilateral act and sends it to the client by registered mail or email with delivery confirmation. If the client does not submit any reasoned objections within the specified timeframe, the act is considered accepted. This is the clearest and fastest approach.
Method two: recording the fact of execution through a bailiff.
Article 74, Part 1, Clause 2 of the Law on Bailiffs: the bailiff has the right to inspect and record the completion of work in the form of a report. This report serves as official evidence and is accepted by the court and arbitration tribunal. The cost is several tens of euros. With a debt of 18,000, this is an entirely justifiable expense.
Method three: independent expert.
For technically complex projects—construction, programming, engineering systems—an independent expert assesses the work’s compliance with the contract terms. The expert’s report serves as valid evidence in court.
What to add to the contract right now
This is a key section. Add the following clause to the work acceptance section:
“If the Customer fails to appear to sign the Certificate of Completion within [5/10/15] business days of receiving notification of the work’s readiness for delivery and fails to submit a reasoned written refusal of acceptance, the Contractor has the right to draw up and sign the Certificate unilaterally. A Certificate sent to the Customer by registered mail or to the email address specified in the contract is deemed accepted by the Customer after [5] business days from the date of dispatch. Only significant deficiencies in the completed work, documented in writing with a specific description of each deficiencies, may serve as grounds for refusing to sign the Certificate.”
A real case
An IT company approached us. We developed a custom CRM system for €45,000. The system was launched, the client is using it, and the employees were trained. However, the client refused to sign the final agreement, citing “minor improvements.” These improvements took another three months. Then new complaints arose.
The contract did not contain any mechanism for a unilateral act, nor a clear description of what constituted “completion of work.”
The case was resolved in arbitration court through evidence of actual system use—correspondence, screenshots of active user sessions, and employee testimony. The decision was in favor of the IT company. However, the trial took four months instead of six weeks if the report had been drawn up correctly.
Checklist: What to Check in Your Contract
Is there a clause regarding the deadline for acceptance of the work - a specific number of days?
Does the contractor have the right to draw up a unilateral act if the customer evades?
Is the procedure for sending the act specified (registered letter, email)?
Is there a defined period after which the customer’s silence is considered consent?
Is it established that only significant and written documented deficiencies can serve as grounds for refusal?
Is payment tied to the date the act is sent, and not to the date it is signed?
A certificate of completion without the customer’s signature isn’t the end of the story. It’s the beginning of proper legal protection. But only if the contract is drafted in such a way.
This article is for informational purposes only and does not constitute legal advice.