Short answer. Usually not. Article 1235 provides that when the obligee accepts the performance knowing its incompleteness or irregularity, and without expressing any protest or objection, the obligation is deemed fully complied with. The question worth examining is whether you really knew, and whether you really said nothing.

What the law says

When the obligee accepts the performance, knowing its incompleteness or irregularity, and without expressing any protest or objection, the obligation is deemed fully complied with.

Civil Code, Article 1235 — Acceptance of Incomplete Performance. Read the full provision →

Silent acceptance is treated as a waiver

Article 1235 of the Civil Code is short and unforgiving: When the obligee accepts the performance, knowing its incompleteness or irregularity, and without expressing any protest or objection, the obligation is deemed fully complied with. The obligation is not merely difficult to enforce afterwards — it is deemed satisfied. The reasoning is that a party who sees what he is being given, takes it anyway and says nothing has communicated that this is acceptable to him, and the other side is entitled to close its books, release its own subcontractors and move on rather than remain exposed indefinitely to complaints held back.

Knowledge is the first element to test

The article applies only where you accepted knowing the performance was incomplete or irregular. Defects you could not have seen at turnover are a different matter: waterproofing that fails in the first heavy rain, work hidden behind finishes, materials that were not what the specification called for and could not be identified by looking. Nobody waives what he did not know about. So the first thing to establish is what was actually apparent on the day, which is why photographs, the turnover record and the inspection report taken at acceptance carry so much weight later.

And whether you truly said nothing

The second element is the absence of protest or objection, and people often have more of a record than they remember. A punch list handed over at turnover, an email sent that evening listing what was outstanding, a note on the acceptance certificate, a payment released expressly subject to completion of specified items — each of these is an objection expressed at the time. It does not have to be a formal letter. What matters is that the reservation was made when you accepted rather than reconstructed afterwards, and that you can produce it.

How to accept without losing the claim

If the work is still in progress, this is entirely within your control. Article 1233 provides that a debt is not understood paid unless the thing or service has been completely delivered or rendered, and Article 1234 preserves your deduction for damages where performance was substantial and in good faith. Both are protections you can talk yourself out of by accepting quietly. Take possession if you need to, but write down what remains undone, state that acceptance and payment are without prejudice to those items, and keep the copy the contractor signed.

Cases citing this provision

These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.

Related provisions

Note. Statute text quoted on this page is reproduced from the official enactment and is linked to the full provision. The explanation around it is general legal information from Vivas & Nobles Law Office, not legal advice. Whether it applies to your situation depends on facts only a lawyer reviewing them can assess.