Clause 11.10 Explained: Unfulfilled Obligations After PC 🎯
If you’ve ever heard “PC is issued… so everything is finished, right?” — this clause is where that assumption gets people trapped. 11.10 is basically FIDIC saying: “Yes, accepted… but if something was still not done on that PC date, it doesn’t magically disappear.”
1️⃣ Purpose of Clause 11.10 (why it exists)
Think of Clause 11.10 as FIDIC’s “we’re accepted… but unfinished business still survives” clause.
Even after the Performance Certificate is issued (i.e., acceptance is confirmed), both Parties remain on the hook for anything that was still not done at that moment. The Contract is also “deemed to remain in force” so you can properly identify and enforce those leftover obligations. 1999 states this generally, while 2017 adds a Plant long-stop concept.
Clause source: FIDIC Yellow Book — Sub-Clause 11.10 (1999 & 2017)Where the pain usually starts 😬
Teams often treat PC like a “hard full stop”, then get shocked when:
- Close-out documents are still missing (as-builts / O&M manuals / training).
- Retention or payment corrections are still disputed.
- Site clearance obligations are incomplete.
- A Plant defect pops up and everyone asks, “Are we still liable?”
11.10 exists so neither party can hide behind “the contract ended” to avoid completing what was already due.
2️⃣ Breakdown of Clause 11.10 (what it actually says) 📌
- After the PC, each Party remains liable for any obligation still unperformed.
- To decide what is unperformed, the Contract is deemed to remain in force.
- Same core: unperformed obligations still bind both Parties; Contract deemed in force.
- Extra Plant limitation concept: for Plant, liability for defects/damage is limited beyond a long-stop period tied to DNP expiry (subject to law and any amendments in Particular Conditions).
✅ Key anchor: performance is not treated as completed until the Performance Certificate is issued, and only that certificate is treated as the acceptance milestone.
| Topic | 1999 — what it does | 2017 — what it adds/changes |
|---|---|---|
| Core rule | Unperformed obligations at PC remain owed by the responsible Party. | Same core rule. |
| “Deemed in force” | Contract stays “alive” for the limited purpose of identifying/enforcing what remains unperformed. | Same “bridge” effect (keeps the machinery usable). |
| Plant long-stop | No special long-stop wording in 11.10 itself. | Introduces a Plant long-stop concept tied to DNP expiry (with legal/exception carve-outs). |
| Practical outcome | Great for close-out “leftover list” + enforcing delivery of documents or corrections. | Same + can reduce Plant long-tail exposure (only if governing law allows and PCs don’t amend it). |
3️⃣ Key interpretations & implications (where people get trapped) ⚠️
A) Clause 11.10 is NOT a “fresh warranty”
It doesn’t magically extend defects liability forever. It mainly says: “Whatever should have been done by the PC date, but wasn’t — is still owed.”
Typical “unfulfilled obligations” look like:
- Missing as-builts / O&M manuals / training deliverables
- Incomplete punch-list items acknowledged before PC
- Unresolved payment corrections/adjustments that were contractually due
- Return/removal obligations (often linked with site clearance)
B) Why “Contract deemed to remain in force” matters
This phrase is your legal bridge. It prevents arguments like: “Contract ended, so you can’t enforce that leftover obligation.”
It keeps the contract machinery usable (notices, determination routes, valuation logic, claim timelines) to define what’s still unperformed.
C) 2017 Plant “two years after DNP expiry” is a risk switch 🔥
In 2017, 11.10 introduces a Plant long-stop concept: beyond the stated long-stop window after DNP expiry, the Contractor is not liable for Plant defects/damage (subject to legal limits and carve-outs like fraud / gross negligence / deliberate default / reckless misconduct, and any Particular Conditions changes).
Practical effect: it can reduce long-tail exposure for Plant-related claims — but only to the extent your governing law permits it.
D) Governing law can override / reshape the effect
Even if the contract text says something, your governing law may limit exclusions, long-stops, or how “survival” clauses operate. In practice, this is why the guidance notes often mention that the clause may require amendment depending on law and project needs.
A simple “field method” (use this on real projects)
- Freeze the PC date. That date is your “snapshot” of what must already be done.
- List what’s unfulfilled. Write it as item + contract reference + evidence.
- Send a clean notice. Set a response window and state next steps (claim/determination route).
- If money/time is disputed: route via the correct claims clause for your edition (and your Particular Conditions).
Mini visual: how 11.10 “connects” to your next steps
The point of the “deemed in force” language is simple: it keeps your contract tools usable after PC, so you can close-out properly instead of arguing about whether duties survived.
Keep learning (related guides)
Clause 11.9 Performance Certificate: Project Closure Guide Understand how PC is issued and why it is the acceptance milestone. Clause 11.11 Clearance of Site Explained What happens if the Contractor doesn’t clear the site after PC (and cost recovery logic). Clause 20.2.5: Bridge from Claim to Decision How a claim stops becoming a “black hole” and turns into a decision trigger. Clause 11 Defects Liability: 1999 vs 2017 (Sequence Diagrams) Visual walkthrough of the whole Clause 11 ecosystem around defects + close-out.Tip: These links are chosen to support the “PC → close-out → disputes/claims” storyline (no self-linking).
Watch (optional)
FIDIC Clause 20.2.5 — Ending the Claims Black Hole
FIDIC Delay Damages: Can the Client Claim After Handover?
Engagement upgrades (keeps readers longer)
- Add a tiny “close-out annexure” download: Item / clause / evidence / deadline.
- Embed a real mini-case: “PC issued but O&M manuals missing → 11.10 notice → claim timeline”.
- Insert 1 diagram image in the article body using this alt text: “FIDIC Clause 11.10 flow from PC to close-out obligations”.
Next step: If you’re preparing correspondence, convert your “unfulfilled obligations” list into a formal notice with a deadline and a clear route for disputes.
Clause 11.10 Cross-References & Close-Out Traps 🧩
This section is designed to answer the question you hear on real projects: “Okay, 11.10 survives… but where does it ‘plug in’ — and where do we get time-barred?”
4️⃣ Cross-referencing (how Clause 11.10 “connects” in the contract) 🧩
Link 1: Clause 11.9 Performance Certificate = the gate
PC must be issued within 28 days after the latest DNP expiry (both editions), once docs and completion/testing/defect remedying are done.
2017 nuance: if Engineer fails, PC is deemed issued 28 days after it should have been issued.
Link 2: Clause 11.11 Clearance of Site (immediate post-PC duties)
2017: remove equipment/materials/rubbish, reinstate affected areas, leave clean/safe condition.
1999: remove items; if not removed within 28 days, Employer can dispose and recover costs.
Link 3: Final account “closure” clauses can shut doors fast
1999: Contractor submits draft final statement within 56 days after receiving PC.
2017: Discharge is “full and final settlement” but it does not affect disputes already in DAAB/arbitration.
2017: Employer liability ceases unless amounts were included in the final/partial final statement, and Contractor must challenge FPC amounts within 56 days or be deemed to accept.
Interpretative question: Can an Employer rely on “discharge / cessation of liability” to block an unfulfilled obligation claim?
Usually, only if the “unfulfilled obligation” is really a money claim not reserved and not captured as an outstanding obligation at PC/finalisation — but the answer will swing on wording, reservations, and governing law.
5️⃣ Simple visual (timeline) 📈
- Before PC: align on what will be “accepted as complete” vs what stays open.
- At PC: issue an “Unfulfilled Obligations Register” (docs, training, spares, punch items, clearance).
- After PC: if an item becomes money/time → reserve and route through claims + Clause 14 finalisation.
- 2017 extra care: watch the “56 days” deemed acceptance/challenge mechanics for FPC items.
Suggested image alt text: “FIDIC close-out timeline showing TOC → DNP → PC → Clause 11.10 → Finalisation (Clause 14).”
6️⃣ “What-if” scenarios (real site stories) 🏗️💡
Scenario 1 — PC issued, but O&M manuals are incomplete
Employer: “We accepted the Works.”
Contractor: “So we’re done.”
✅ Clause 11.10 answer: acceptance doesn’t erase unperformed obligations at that time. Contract is deemed in force to define and enforce those missing deliverables.
Scenario 2 — Plant failure occurs 3 years after Plant DNP expiry (2017 job)
Employer: alleges latent defect and claims against Contractor.
✅ 2017 Clause 11.10 long-stop: no Contractor liability for Plant defects/damage occurring more than two years after Plant DNP expiry, unless prohibited by law or fraud-type misconduct applies.
Scenario 3 — Contractor signs Discharge but arbitration is ongoing (2017)
Employer: “Discharge = end of everything.”
✅ 2017 says: discharge may be subject to payment due in disputes in progress and does not affect liability/entitlement in disputes already in DAAB/arbitration.
7️⃣ Suggestions to improve clarity (Particular Conditions ideas) 🛠️
A) “Unfulfilled Obligations Register” at PC stage
Engineer issues a schedule listing outstanding obligations (docs, training, spares, punch items), with target dates. State that these survive under Clause 11.10 until completed.
B) Align Plant long-stop with project risk + governing law
If you need longer operational warranty (turbines, chillers, complex systems), adjust the two-year long-stop — but only after checking whether your law allows contractual limitation.
C) Connect final account reservations properly
Require any money claims linked to unfulfilled obligations to be explicitly reserved in Final/Partially Agreed Final Statement + Discharge wording (especially in 2017).
Translation: don’t let a “deliverable problem” quietly transform into a “money claim” after Discharge without a reservation trail.
“At the time of issuing the Performance Certificate, the Engineer shall issue an Unfulfilled Obligations Register (UOR) identifying each outstanding obligation, responsible Party, and target completion date. The Parties acknowledge that the UOR items survive and remain enforceable under Clause 11.10 until completed, without prejudice to any claims and reservations under Clause 20 and Clause 14.”
Related guides (internal links)
Clause 11.9 Performance Certificate: The Ultimate Guide to Project Closure Why PC is the acceptance milestone and how it triggers close-out logic. Clearance of Site — FIDIC Clause 11.11 Explained Immediate post-PC duties and what happens if items are not removed/cleared. FIDIC Clause 14.12 Discharge: Full Guide with Letters & FAQs How “full and final settlement” interacts with disputes and why reservations matter. Clause 14.13 Final Payment Certificate: 1999 vs 2017 Guide Where the “56 days” challenge mechanics can close doors fast.No self-linking used. These are selected to match the exact cross-links discussed above.
Watch (optional)
FIDIC Delay Damages: Can the Client Claim 6 Months After Handover?
FIDIC 11.10 Letter Builder Unfulfilled Obligations (Post-PC)
Pick a scenario, fill the basics, then generate a clean letter you can edit. Templates are educational—always check your Particular Conditions and notice provisions.
Practical approach: after PC, use 11.10 to “name the leftover duties”, then route money/time/set-off disputes via the relevant claims clause.
You can delete or edit the Extra refs anytime—chips just save typing.