Delays in project acceptance due to contractors’ intentional non-cooperation not only disrupt project timelines but also lead to significant financial losses and legal risks for the investor.

With the effective date of the Law on Construction 2025 and Decree 210/2026/ND-CP from July 1, 2026, regulations for resolving construction contract disputes have been significantly improved, providing a clearer mechanism to protect the rights of all parties involved. Below is a detailed and updated roadmap for dispute resolution in accordance with new legal provisions.

1. Legal basis for investors to handle the situation

The latest legal documents that stipulate in detail the rights and obligations of parties in construction contract acceptance are:

• Law on Construction 2025 (Law No. 135/2025/QH15): This law outlines general principles for construction contracts, responsibilities for project acceptance at each stage, and dispute resolution methods, including negotiation, mediation, dispute resolution boards according to international practices, arbitration, or litigation.
• Decree 210/2026/ND-CP: This decree details the process for resolving construction contract disputes, response timelines for complaints on public investment and PPP projects, and enhances the role of dispute resolution boards following international practices.
• Executed construction contract: This is the highest legally binding document. Investors should refer to clauses related to acceptance response times, contractor’s cooperation obligations, penalty clauses for violations, and dispute resolution mechanisms as agreed upon.

2. A 5-step effective resolution roadmap for investors

Step 1: Collect all evidence (before taking any action)

This is the most critical step, determining the likelihood of success if a dispute escalates to arbitration or court. Investors must gather comprehensive documentation, including:

• The construction contract and all appendices, construction drawings, and adjustment records (if any).
• Official notices from the contractor stating the completion of a construction phase (via email or formal letter).
• Daily construction logs and site inspection records from independent supervisors.
• Photographs and videos documenting the completed construction phase requiring acceptance.
• All correspondence and emails exchanged between the investor and contractor regarding the request for acceptance, including timestamps confirming receipt by the contractor.

Example: Investor A contracts with Contractor B for the construction of an apartment building. The contract stipulates that within 7 working days after the contractor completes the foundation work, both parties will organize an acceptance meeting. Contractor B completes the foundation and sends a notification but subsequently repeatedly refuses to attend the acceptance meeting, citing “other urgent matters.” Investor A has preserved all contractor notification emails, supervisor logs, photos of the completed foundation, and three official letters requesting to arrange the meeting, all with postal confirmation of receipt by the contractor. This evidence becomes crucial when A initiates legal action against B for damages due to delays.

Step 2: Issue a formal notice requesting cooperation in acceptance, invoking contract clauses

Once sufficient evidence is gathered, the investor must send a formal notice to the contractor stating:

• Confirmation that the contractor has completed the construction phase as previously notified.
• A request for the contractor to send a representative to the acceptance meeting at a specified time and place (within the timeframe stipulated in the contract).
• The legal consequences if the contractor continues to fail to cooperate: the investor will unilaterally proceed with acceptance with the witnessing of an independent third party, apply contractual penalties, or unilaterally terminate the contract if the violation is prolonged.
• The notice must be sent via a method that provides proof of receipt or confirmed delivery to serve as future evidence.

Step 3: Prioritize resolution through negotiation and independent mediation

According to Clause 1, Article 17 of Decree 210/2026/ND-CP, the method of resolving construction contract disputes is agreed upon by the parties. During the dispute resolution process, parties must respect contract agreements and commitments, ensuring objectivity, equality, and cooperation.

Investors can propose an in-person meeting with high-level management of the contractor to clarify reasons for non-cooperation. Common reasons include disagreements on quantities, requests for price adjustments, or the contractor facing financial difficulties and using delays as leverage.

If direct negotiation fails, the investor can propose the establishment of a Dispute Resolution Board as stipulated in Clause 5, Article 86 of the Law on Construction 2025, with detailed provisions in Clause 3, Article 17 of Decree 210/2026/ND-CP. (This procedure is not mandatory for non-public investment projects or PPP projects, but other disputes may refer to it).

• Parties should specify in the contract the timeline for establishing the dispute resolution board (e.g., immediately after contract signing, operating regularly during project execution, or upon dispute arising), the number of members, their qualifications, expertise, and experience relevant to the contract’s scope and nature, as well as the binding nature of dispute resolution recommendations and the procedure for selecting members and subsequent actions if a party disagrees with the decision or recommendation.
• Members of the dispute resolution board must be objective and independent, with no conflicts of interest with the parties.
• Costs for the dispute resolution board members and other related expenses shall be shared equally between the parties, unless otherwise agreed.

Step 4: Unilaterally conduct acceptance and apply remedial measures for violations

If the contractor fails to cooperate within the timeframe specified in the notice, the investor has the right to unilaterally conduct acceptance in accordance with legal regulations, with the participation of the independent supervisor and a competent construction quality inspection organization. The minutes of this unilateral acceptance will legally enable the investor to proceed with subsequent steps:

• Apply penalties for delayed completion as per the contract clause (usually 0.05-0.1% of the contract value per day of delay).
• Deduct penalty amounts from the next payment to the contractor.
• Claim full compensation for damages incurred due to delays, including equipment storage costs, additional project management costs, and penalties to end-buyers of apartments.

Step 5: Escalate to Arbitration or Court if all other options fail

If the contractor does not accept the unilateral acceptance minutes, refuses to pay penalties or compensation, the investor must take the dispute to the agreed-upon dispute resolution body in the contract. Two common options are:

• Commercial arbitration: Arbitration can only be applied if the parties have a written agreement to use this method. It is often preferred for construction disputes due to its specialized expertise, confidentiality, and binding awards, saving time compared to litigation. The investor simply needs to file a request and present all collected evidence.
• People’s court: If the contract does not contain a valid arbitration agreement, the dispute will be resolved by the People’s Court. Investors should be aware of the statute of limitations, which is 3 years from the date the violation occurs, to avoid losing their right to claim resolution.

3. Lessons learned to prevent future risks

To avoid a recurrence of contractors intentionally refusing to cooperate in project acceptance, investors must draft contracts with clear clauses in accordance with new legal provisions:

• Specify the response time for acceptance requests: “The contractor must respond to acceptance requests within 5 working days. If no valid reason is provided within this timeframe, it will be considered that the contractor agrees with the acceptance results unilaterally conducted by the investor.”
• Clearly state the penalty for violation: “For each day the contractor fails to cooperate in acceptance, a penalty of 0.07% of the contract value for the corresponding construction phase will be applied.”
• Define the right to unilaterally terminate the contract: “If the contractor fails to cooperate in acceptance for more than 30 working days, the investor has the right to unilaterally terminate the contract and claim full compensation for incurred damages.”
• Agree on a mechanism for a dispute resolution board following international practices for swift resolution of disputes during contract execution.