Business Contracts

Except where the contract for services obliges the project owner to remove the subject matter of the contract, the contractor is obliged not only to perform his services, but also to deliver the work on the date stipulated in the contract. The contractor is obliged to perform within a reasonable time , even when no specific deadline or schedule is given in the quotation . This principle was recent …

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Except where the contract for services obliges the project owner to remove the subject matter of the contract, the contractor is obliged not only to perform his services, but also to deliver the work on the date stipulated in the contract. The contractor is obliged to perform within a reasonable time , even when no specific deadline or schedule is given in the quotation . This principle was recently reiterated by the Court of Cassation, which, in a decision dated 20 April 2022, overruled the decision of a Court of Appeal, which, in rejecting the project owner's claim for damages following a delay in the works, had held that it was the project owner's responsibility to contract with a new contractor after the contract had been terminated, and that the cessation of work was the result of this failure to act, whereas it should have examined “whether the stoppage of work was caused by the architect starting work before obtaining a building permit, inaccuracies concerning the work to be done and the architect's failure to inform the project owner, before work began, of the inadequacy between the budget allocated and the project accepted” .

When a contract for services relates to a building, the courts distinguish between acceptance and delivery of the work. Acceptance, which, according to Article 1792-6, paragraph 1 of the Civil Code, is the act by which the project owner declares acceptance of the work, with or without reservations, is intended to confirm the agreement of the parties as to its conformity with the terms of the contract, whereas delivery, which is the act by which the builder places his co-contractor in possession of the building, thereby transferring responsibility for it to him, is characterized by the actual handing over of the keys, and assumes that any work that remains to be completed or taken over does not prevent him from living in it under normal conditions .

While the Civil Code lays down specific rules concerning the liability of builders, taking into account the quality or conformity of their services , it does not, as in the case of sales  or leases , lay down general provisions concerning the conformity of delivery, in the broadest sense. In reality, delivery is only deemed complete if it takes place within the contractually agreed period - or, at the very least, within a reasonable time - and if it complies with the stipulations of the contract for services, including in the case of a contract for services relating to a movable item. The preliminary draft of the law on special contracts attempts to remedy this shortcoming in its provisions on contracts for services relating to movable property, when it states that “the contractor, like the seller, has the obligation to deliver the work to the customer” and that “he is liable for any lack of conformity affecting the work”. In reality, the courts sanction defects in conformity through the contractor's result-based obligation to the client .The Paris Court of Appeal thus considers that the contractor is bound by a result-based obligation in his dealings with the project owner, defined as the obligation to deliver work that conforms to the agreed purpose, carried out in compliance with trade practices and standards in force at the time of his intervention, and can only be discharged from liability by establishing the existence of an extraneous cause or a case of force majeure.The Consumer Code also provides for a guarantee of conformity in contracts for the sale of goods, including contracts for the supply of movable property to be manufactured or produced . When the service to be delivered is complex, it is only possible to determine perfectly compliant delivery once the whole is completed and operational, so that any intermediate acceptances cannot constitute a waiver of nonconformities . Furthermore, the Consumer Code provides for a conformity guarantee in sales contracts for goods, which also applies to contracts relating to the supply of movable goods to be manufactured or produced . Based on these provisions, the Court of Cassation very recently ruled that a project owner is not liable for materials supplied and used under a contract for works and services (contrat de louage d'ouvrage), except in the case of a contract for the supply of movable property to be manufactured or produced .

Cass. 3e civ, 10 February 2009, LawLex202200003878JBJ.

Cass. 3e civ, March 16, 2011, LawLex202200003879JBJ; The preliminary draft of the law on special contracts codifies this case law in Article 1763, which states that the contractor is bound to deliver the work “to the customer within the specified time-limit or, failing that, within a reasonable time”.

Article L. 217-1, para. 3, Consumer Code.

Cass., 3e civ., 12 October 2022, LawLex202200008903JBJ.

Cass. 3e civ, 20 April 2022, LawLex202200010336JBJ; CA Paris, 4 January 2023, LawLex202400006901JBJ.

CA Montpellier, 5 April 2012, LawLex202200004786JBJ.

Art. 1792 Civil Code: “Every builder of a structure is automatically liable, to the project owner or purchaser of the structure, for damage, even if resulting from a soil defect, which compromises the solidity of the structure or which, affecting one of its constituent parts or one of its equipment, renders it unfit for its intended use. Such liability does not arise if the builder proves that the damage is due to an external cause”.

Preliminary draft reform of special contract law, Art. 1789.

Cass. 3e civ, 12 October 2022, LawLex202200008903JBJ, dismissing the legal guarantee of conformity in the case of a contract for the supply and installation of parquet flooring, the object of which is neither the sale of tangible movable property, nor the supply of movable property to be manufactured or produced; CA Paris, 19 April 2023, LawLex202400006905JBJ, concerning the complete restoration of property damaged following a fire; see in this respect, CA Pau, 21 November 2021, LawLex202400006797JBJ, concerning extension works on a house consisting of the installation of guardrails both for the ground floor terrace and for two French windows for bedrooms upstairs; CA Papeete, 9 November 2023, LawLex202400006907JBJ, concerning an agreement for the repair of a car entrusted by a private individual to a garage owner; CA Versailles, 18 December 2023, LawLex202400006904JBJ; CA Douai, 19 September 2024, LawLex202400006906JBJ, concerning the delivery and installation of various windows, doors, and shutters.

CA Toulouse, 27 February 2024, LawLex202400001971JBJ.

Business Contracts

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