Final Accounts: Closing the Commercial Position

Resolve outstanding value and obligations before closing the account.

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A final account is built throughout the job, not assembled for the first time after completion. Decisions about change, measurement and payment are easier to explain while the people and records are still available.

Keep the account current while the team is there

Final-account preparation becomes much harder once the people who instructed, measured and supervised the work have moved on. An unresolved item that could have been explained in a short site discussion may then require a search through months of correspondence.

Maintain the account during delivery. Record adjustments as they arise, distinguish agreed amounts from assessments and identify the information needed to resolve the balance. Completion should not be the first occasion on which the parties compare their overall commercial positions.

Reconcile the account to the contract

Begin with the agreed contract sum and show the adjustments leading to the proposed final value. Give each adjustment a reference. Keep payments already made, retention and the balance due clearly separated from the calculation of that value.

Check the account against the instruction register, measurement records and claim schedules. An instruction may have been priced but never included; another amount may appear in both a variation and a separate claim. The purpose of the reconciliation is to explain the complete position, not merely to produce a figure that agrees with the latest spreadsheet.

Give each unresolved item a next step

Prepare a closing schedule showing the remaining items and the difference between the parties’ positions. Separate issues already agreed from amounts awaiting a calculation, supporting document or substantive determination.

Check which items interact before making an offer on the total. A concession on one variation may already include a cost claimed elsewhere. For an individual disputed claim, use the claim-preparation approach to establish its basis; the final-account exercise brings those outcomes into one reconciled commercial position.

Keep remaining work and security visible

Agreeing the value of the work does not, by itself, establish that every contractual obligation has been discharged. Defects, warranties, documents, retention and other security may need separate treatment under the contract and applicable law. Physical readiness and certification are addressed in Practical Completion: Preparing for Handover.

If an allowance is proposed for outstanding work, identify what it represents and who will carry out the work. Do not leave it unclear whether the amount is a temporary withholding, an agreed deduction or payment for another party to complete the item. Each description can produce a different commercial result.

Define what the settlement closes

Before signing, compare the settlement wording with the commercial agreement. Identify which claims and periods are covered, any matters reserved and the obligations intended to continue. A broad release can go further than the figure discussed in the meeting.

Confirm the parties, authority to sign, payment arrangements and treatment of security. Where payment is deferred or conditional, the legal effect of the release needs particular attention. Have the settlement document checked against the intended bargain rather than treating it as an administrative attachment.

Finish the internal close-out

Reconcile the agreed outcome with the project forecast, subcontract positions and amounts still payable. A settled main-contract account does not settle the supply chain automatically. Make sure the business understands its remaining cost and recovery exposure.

Retain the signed agreement, final schedules and supporting records, together with a named contact for the obligations that continue. Record the reasons for significant departures from the forecast while they are still understood. That gives the next tender and project team useful information rather than an unexplained final margin.

This article is intended to provide general commentary and insights on construction, commercial and dispute resolution matters. It is not legal, contractual or professional advice and should not be relied upon as such. Specific advice should always be sought in relation to individual projects and circumstances.

Further reading

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Payment · New Zealand

Payment Claims and Schedules in New Zealand

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Contracts · Completion

Practical Completion: Preparing for Handover

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NEC4 · Commercial management

NEC4 Disallowed Cost: Contractual Tests and Evidence

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