This article presents a comprehensive legal analysis of the obligations of the parties under a construction contract, focusing on the client and the contractor within the context of the Civil Code of the Republic of Uzbekistan. It explores the legal essence, structure, and content of these obligations, distinguishing construction contracts from other civil law agreements. Special attention is given to technical documentation, unilateral changes by the client, property rights, the legal status of acceptance acts, and risk allocation. The study also addresses the cooperative duties of the parties, contractual liability, and unresolved legal issues surrounding ownership and acceptance. The research draws from national and international legal doctrine to identify key challenges in construction contracting and proposes reasoned scientific conclusions aimed at improving the legal framework and practice in this field.

Keywords: сonstruction contract, contractor, client, technical documentation, civil liability, acceptance act, property rights, Uzbekistan Civil Code, cooperation of parties, legal obligations, risk allocation.

A contract is the actions of citizens and legal entities aimed at establishing, changing or abolishing the rights and obligations of citizens. The signs of a contract are the legality of the actions of persons with civil rights, the will of the participants to commit it, the achievement of a legal result, which manifests itself in the emergence, change or termination of legal relations.

In civil law theory, binding contracts are divided into three groups according to their diversity: contracts for the transfer of property, contracts for the performance of works, and for the provision of services [1, p.6].

The content of any contract as a legal relationship between the parties will consist of the rights and obligations of subjects, as well as actions for their implementation. It is desirable to consider the rights and obligations of the parties under the construction contracting agreement.

Overall, thhe main obligation for the contractor is to construct a certain object for the client or do some other works in accordance with project estimate documents (Part I of Article 670 of the Civil Code of the Republic of Uzbekistan) within the time frame established by the contract.

According to G. F. Shershenevich, this enterprise is recognized «as a product of labor force to perform work», which means, firstly, the result of labor, secondly, long-term state of labor activity, the contractor can choose the methods of work at his discretion [2, p. 462].

The result of work takes place when the contractor has completed all the works provided for in the contract and is accepted by the client. In practice, it is not always possible to set a time when the contractor will complete all the work. Therefore, the result of work is considered to have been created at the time of delivery and acceptance by the client, after which the contractor is recognized as having fulfilled its obligations under the construction contractor contract.

At the stage of concluding a contract, the client may impose on the contractor the need to perform certain types of works. The clientʼs assignment is executed in technical documents, which specify the scope, content and other requirements for the performance of the work.

However, due to the complexity and the specifics of the planned work, the law allows the parties to independently decide who the cliebt or contractor should draw up this document. Usually, there is a high probability that the client will force the contractor to prepare a feasibility study for construction, technical documentation for construction and other works. The provisions of the technical documents must be agreed upon by the parties as they represent the conditions necessary for this type of agreement.

The contract should specify the composition and content of the technical documents and specify which of the parties prepared it and when it was secured.

According to Part I of Article 671 of the Civil Code of the Republic of Uzbekistan, the client has the right to unilateral changes to the technical documentation. Such actions of the client may be adverse to the interests of the Contractor. Therefore, the law sets two requirements for the client to change the technical documentation. First of all, the cost of additional work should not exceed 10 % of the total estimated cost of construction. Second, the additional work must not change the nature of the work to be performed under the contract. If these conditions for the modification of the technical documentation are observed, additional work for the Contractor will be mandatory. It is assumed that these changes will not affect the cost of construction at all.

In case of changes in the technical documentation by the Client increase the cost of all works by more than 10 %, or change the nature of the works being performed, they are subject to be negotiated with the Contractor. If the cost of the case exceeds 10 %, the parties will have to agree on an additional estimate. The contractor has the right to demand reimbursement of reasonable costs associated with identification and loss of deficiencies in design estimate documents.

Distinguishing the construction contract from other types of contracts, the clientʼs specific obligation is to create the necessary conditions for the contractor to perform the work (Article 674 of the Civil Code of the Republic of Uzbekistan). According to V. V. Vitryansky, this obligation begins, first of all, with the obligation of the client to provide a land plot for construction to the contractor [3, p.25–33].

Actions of the parties to sign the act of completed works are characterized by signs of the transaction. If we consider the act of acceptance of deeds to be a transaction, then we have to apply the provisions of the Civil Code in connection with the transaction, the rules of its form and duration of validity are to be applied to such relationship. As A. V. Pyankova emphasized, this makes it possible to recognize as invalid certificates of completed work if they were signed by unauthorized persons and formally signed without taking measures for delivery and acceptance of the result of the work [4, p.12]. This means that a separate dispute may arise on the issue of invalidating the act of acceptance and transfer of the construction object.

According to applicable law, before its acceptance by the Customer, the contractor may acquire the legal property regime as well as other property of the Customer (materials, equipment, etc.). The contractor's ownership of the construction object corresponds to the name of the construction contractor contract, which follows that the contractor's ownership of the work result is of a binding nature, albeit partially.

The contractor exercises the right of use for the execution of construction works for the interests of the customer. The said right of the contractor is of a temporary nature, limited to the period of construction. The contractor has no right to dispose of the building object as his own.

At the end of construction the contractor transfers work result and property rights to the Customer in accordance with the act of acceptance. The legal fact of creation of the real estate object is attested by the permit for the operation of the object. The Customer's ownership rights to the created real estate arise from the moment of state registration of the ownership of this object. The basis for such registration is the documents of the land plot where the object is located and the permit for the transfer of the object for use.

Looking at the issue from the other angle, the actions to sign the act of acceptance and transfer of the building object are not at the will of the parties, but are a mandatory requirement of the law. In such an event, one of the parties may refuse to sign the act, i.e. the party will not have the will to sign it, but the document will have legal effect. Moreover, the consequences occur independently of the will of the parties and manifest themselves in the termination of the contractorʼs contractual rights and the emergence of the Clientʼs proprietary rights to the construction object.

The contractor is obliged to ensure the appropriate quality of the work performed. The construction contract must specify the composition and content of the design estimate documents, as well as which party and within how long the relevant documents must be submitted.

According to Article 677 of the Civil Code of the Republic of Uzbekistan, the law imposes an obligation on both parties to the contract to take all reasonable measures to remove obstacles to the correct performance of the construction contract to the parties. This is expressed in the cooperation of the parties under the construction contractor contract.

As A. B. Berbekov noted, the cooperation of the parties should be considered as a civil organizational and legal relationship, within the framework of which the parties will jointly coordinate the efforts to correct execution of the terms of the contract and achieve the ultimate goals and satisfaction of property interests [5].

In addition, the risk of accidental death or accidental damage to the construction site prior to acceptance by the client shall be covered by the contractor. As a general rule, the risk of accidental death or accidental damage to property must be covered by its owner. S. V. Kovedyaev considers it to be an additional sign of ownership of the building object by the contractor [6, p.25]. However, such an argument is doubtful, the above norm of civil law is also dispositive.

A party in breach of this obligation is not entitled to claim compensation for damage caused because the relevant obstacles have not been met. In cases provided for by the contract, the costs of overcoming the obstacles encountered shall be borne by the other party.

Particularity of contractual liability is that liability measures are determined by law and contract.

In order for civil liability to be applied, it is necessary to determine whether there are conditions that collectively constitute a civil offense. The elements of the elements of a civil offense are: 1) illegality of the act, 2) the presence of damage caused, 3) causal links between the wrongful act and subsequent damage, 4) the presence of guilt.

Forms of civil liability for violation of contractual obligations are usually compensation for damage, payment of fines, charging interest on the use of funds of other persons, compensation of moral damage caused to a citizen.

As for the relationship of a construction contract, the Civil law does not provide for special liability of the parties for violation of obligations under this contract directly. The parties may independently define the terms for imposing penalties for non-fulfillment or improper performance of certain obligations in the contract.

The problems that need to be eliminated in connection with the construction contract include: the definition of the subject of the construction contract contract, the property rights of the parties to the contract based on the result of the work, the legal nature of the actions of the parties to sign the act of acceptance of the completed works.

While analyzing the construction contractor contract in their research, A. Vilkonis and other scientists emphasize that the quality of construction work should not be compromised by reducing costs [7]. Some scholars divide conflicts in construction relations into three categories:

— collaborative conflicts and misunderstandings;

— inaccuracies, omissions and inconsistencies in the contract;

— conflicts arising from mutual personal relationships [8].

In the science of civil law, as well as the subject, the object of the contract is emphasized. In this case, the contract is treated as a legal relationship. An object is something that entities affect in the performance of their contractual obligations. According to S. S. Zankovsky, the object of the construction contractor contract is the work of the contractor, represented at the construction object.

Continuing with the description of the construction contractor contract, we will look at the important terms of this contract. According to Article 364 of the Civil Code of the Republic of Uzbekistan, essential conditions include «conditions subject matter of a contract, conditions specified in the law or other legal acts specified as important» or conditions necessary for this type of contract, as well as conditions necessary for the conclusion of the contract. This will be achieved in connection with application of one of the parties. It is important that the parties reach agreement on all significant terms of the contract. Otherwise, the contract will be deemed not to be concluded. The essential terms of a construction contracting contract are usually specified the subject, duration, and price of the work.

The content of the subject matter of the construction contract is determined on the basis of the clientʼs assignment specified in the contract and technical documentation. The parties must agree on what the clientʼs assignment will be. technical documents are a mandatory and integral part of the contract. It specifies the scope, content of the work, and other requirements for the construction and related work. Technical documentation includes preliminary permits, pre-project and project documents (construction projects), etc. Initial permit documents include building permits, government documents or city hall land use title deeds and other documents.

In conclusion, the legal nature of construction contracts under the Civil Code of the Republic of Uzbekistan reveals a complex set of obligations and responsibilities that distinguish such agreements from other types of civil contracts. The contractor is primarily obligated to deliver a completed construction object in accordance with the agreed technical documentation, while the client must ensure conditions necessary for the execution of work, including the timely provision of land, materials, and documentation. The legal validity of acts of acceptance, the scope of unilateral changes by the client, and the allocation of risk prior to the acceptance of work are key features that define the construction contract relationship.

It may be aslo concluded that the contractor temporarily holds certain rights over the work object, including limited property rights, until the final transfer and registration of ownership by the client. It also emphasizes that cooperation between the parties is not only a contractual expectation but a legal requirement under Article 677 of the Civil Code. However, legal ambiguities still exist regarding the definition of the contract’s subject, the timing and manner of acceptance, and the legal consequences of unilateral or unauthorized actions.

References:

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2. Шершеневич Г. Ф. Учебник русского гражданского права. Т.2 — Москва: Статут, 2005. — C. 462.
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7. Vilkonis, A.; Antucheviciene, J.; Kutut, V. Construction Contracts Quality Assessment from the Point of View of Contractor and Client. Buildings 2023, 13, 1154. https://doi.org/10.3390/buildings13051154
8. Arar, J.A.; Papineau, C.; Poirier, E. An empirical evaluation of the causes leading to binding dispute resolution mechanisms in the Quebec construction industry. Int. J. Constr. Manag. 2023.