Deliverable Doesn't Match Specs — Legal Responses for Clients

After receiving notice that a commissioned website renewal was complete, you review the deliverable and find that the mobile display requirements clearly stated in the specification document are not met. When you contact the contractor, you are told it is "a matter of interpretation" — and they hint at additional charges for any fixes.

This kind of situation — where a deliverable does not match the agreed specifications — is common in web production, system development, and design work. Clients often accept vague outcomes because they feel they lack the technical expertise to push back, or they do not want to damage the relationship. However, this type of dispute is well-defined in law, and clients have clear legal rights.

The 2020 amendment to Japan's Civil Code reorganized the old concept of "warranty liability for defects" into a clearer framework called "non-conformity to contract liability" (契約不適合責任). This was not merely a terminological change — it significantly clarified the remedies, conditions, and deadlines available to clients. This article explains that framework in practical terms.

This section outlines the conditions under which a mismatch between a deliverable and specifications becomes a matter of legal liability.

The Three Requirements for Non-Conformity to Contract Liability

Non-conformity to contract liability under Civil Code Article 562 and following requires three elements.

Requirement 1: The existence of a contract Even without a formal signed contract, a series of communications including emails, chat messages, quotations, purchase orders, and specification documents can be recognized as a contract. The absence of a written contract does not eliminate the possibility of a dispute.

Requirement 2: The deliverable does not conform to the contract in "kind, quality, or quantity" Typical examples include: a specified function not being implemented; the deliverable not working in the agreed browsers; or the number of contracted pages being insufficient. Purely subjective dissatisfaction is generally not covered — but if quality standards are explicitly stated in the specification, objective judgment becomes possible.

Requirement 3: Protection applies regardless of whether the defect was "hidden" Under the old warranty regime, only "hidden defects" were covered. Since the 2020 reform, protection applies even if the non-conformity was apparent. However, non-conformities that the client knew about at the time of contracting are excluded (by analogy with Civil Code Article 572).

How to Assess Grey Areas

Many disputes are framed as "differences in interpretation of the specification." The following angles help clarify the situation:

• Are there numbers and specific examples in the spec? The phrase "responsive design" is open to interpretation. "No layout breakage at 375px (smartphone) or 768px (tablet)" can be judged objectively.
• What shared understanding exists in the communication history? Check whether emails, meeting minutes, and chat logs record agreed positions.
• Is there an industry-standard expectation? For a standard "website production" contract, verification across major browsers is widely understood as an implicit expectation.

This section organizes the legal remedies a client can exercise when specification non-conformity is confirmed, including triggering conditions, procedures, and key precautions.

Remedy 1: Demand for Repair (Civil Code Article 562)

The most fundamental remedy is demanding that the contractor correct or supplement the non-conforming parts.

Triggering conditions

• Non-conformity can be confirmed
• Repair is technically feasible

Procedure

1. Send a written notice (email is acceptable) specifically listing the non-conforming items and requesting repair
2. Set a reasonable deadline, typically 7 to 14 days
3. If repair is not completed within the deadline, move to the next remedy

Key precautions A contractor may refuse repair if the cost would be disproportionate (Civil Code Article 562, paragraph 1, proviso). In addition, repair requests may not be recognized for non-conformities attributable to the client's own instructions — such as vague specification language.

Remedy 2: Price Reduction Request (Civil Code Article 563)

If repair is not carried out or is impossible, the client can request a reduction in the contract price proportionate to the degree of non-conformity.

Triggering conditions

• A repair demand was made but not fulfilled within the deadline
• Repair is not possible given the nature of the deliverable
• The contractor has explicitly refused to repair

Practical notes The basis for the reduction must be clearly stated. A reasonable explanation such as "one contracted browser is missing from the support list, so we are requesting a 10% reduction" will carry more weight than a figure based purely on feeling. Vague reduction claims tend to prolong negotiations.

Remedy 3: Damages (Civil Code Articles 564 and 415)

If the specification non-conformity caused actual losses to the client, those losses can be claimed as damages.

Recoverable losses

• Costs incurred by hiring a third-party contractor to perform the repair
• Lost revenue opportunities caused by delayed system launch (requires proof)
• Internal costs for additional testing and verification

Contractor's exemption If the contractor can prove they bear no fault (e.g., the non-conformity resulted from the client's own instructions), damages are not owed (Civil Code Article 415, paragraph 1, proviso). Clients therefore need to demonstrate — with evidence — that the root cause lies on the contractor's side.

Remedy 4: Contract Termination (Civil Code Articles 564, 541, and 542)

Where the non-conformity is serious and the purpose of the contract cannot be achieved, the entire contract can be terminated.

Conditions for termination

• A demand (to repair or perform) has been made and a reasonable period has passed without response (Civil Code Article 541)
• The non-conformity is so serious that a demand would serve no purpose (Civil Code Article 542)

Effect of termination

• The client can claim a refund of amounts already paid
• Both parties must restore the situation to its pre-contract state

Practical notes Treat contract termination as a last resort. It permanently damages the contractor relationship and may lead to litigation. Using termination for a problem that could be fixed through repair may actually disadvantage the client.

This section explains the notification deadlines clients must meet to preserve their rights, and how to maintain documents that function as evidence.

Calculating the Notification Deadline in Practice

Civil Code Article 566 states that a client who fails to notify the contractor of a non-conformity within one year of becoming aware of it cannot pursue non-conformity to contract liability. This one-year period is interpreted strictly.

Starting point of the "when you became aware" clock

• Non-conformity identified at acceptance: calculated from the date of acceptance
• Non-conformity discovered during use after delivery: calculated from the date of actual discovery
• Progressively worsening issues (e.g., bugs that manifest over time): calculated from the point when the non-conformity was recognized

Practical approach The one-year notification obligation requires only that notification be given — filing a lawsuit at that point is not necessary. However, a record of the notification is essential, so always notify in writing (registered mail with proof of delivery is most reliable). Email also functions as evidence, but registered mail is preferable from a delivery-confirmation standpoint.

Statute of Limitations

Separate from the one-year notification deadline, there is a statute of limitations on claims for damages and price refunds.

• From the time the right can be exercised with knowledge: 5 years (Civil Code Article 166, paragraph 1, item 1)
• From the time the right can first be exercised: 10 years (Civil Code Article 166, paragraph 1, item 2)

The earlier of the two applies. In practice, the basic guideline is five years from the time of awareness.

Documents That Function as Evidence

The following documents carry evidentiary weight in specification mismatch disputes.

Strong evidence (clear written agreement)

• Signed and sealed contract with attached specification document
• Specification change records confirmed by both parties via email
• Meeting minutes confirmed by both parties

Moderate evidence (one-sided records but with specific content)

• Specification documents sent by the client and acknowledged by the contractor
• Chat and email logs (Slack, ChatWork, etc.)
• Meeting minutes, including those prepared by the contractor

Weak evidence (supplementary use only, insufficient alone)

• Telephone memos without confirmation from the other party
• Statements based on personal recollection

Practical evidence preservation

• Regularly export emails and chat logs to PDF as backups
• Record the delivery data for each deliverable (file names, timestamps, version numbers)
• Save screenshots and operation verification records from the acceptance check

This section explains the practical flow from identifying a specification mismatch to reaching resolution.

Stage 1: Fact Confirmation and Internal Organization (1 to 3 days)

Before reacting emotionally, organize the following internally.

1. List the non-conforming items: Compare the deliverable against the specification document and document specifically what is different, to what extent, and in what way
2. Prioritize: Separate business-critical non-conformities (functions that do not work) from minor ones (subtle design differences)
3. Review the communication history: Check records of specification changes and additional agreements to understand what arguments the contractor may raise

Stage 2: Written Notification to the Contractor (within 3 to 5 days)

Contents of the notification

• A specific list of non-conforming items (attach screenshots and a comparison table against the specification)
• A request for repair
• A deadline for repair (typically 7 to 14 days)
• A statement of the next steps (price reduction, termination, etc.) if the deadline is not met

Form of notification Email is sufficient, but it is advisable to enable read receipts or call to confirm receipt. For serious disputes or high-value projects, use registered mail with proof of delivery.

Stage 3: Negotiation with the Contractor (1 to 4 weeks)

If the contractor proposes a repair plan and schedule, review the details carefully. Confirm:

• Whether the proposed schedule is realistic
• Whether the scope of repair covers all items requested by the client
• Whether the repair work will affect the existing live service

If the contractor refuses repair by claiming it is "a matter of interpretation," organize the supporting documentation and move to price reduction negotiations.

Stage 4: Expert Involvement (as needed)

If negotiations stall, consider consulting the following specialists.

Attorneys For contracts worth 500,000 yen or more, or where the evidence is complex, consulting an attorney is practical. Initial consultations typically cost 5,000 to 10,000 yen for 30 minutes. Evaluate the cost-effectiveness of retainer fees and contingency fees against the scale of the project.

Alternative Dispute Resolution (ADR) Resolution through mediation or arbitration is often lower cost and faster than litigation. For IT and design disputes, the Japan IT Arbitration Center and bar association mediation services are available.

Small Claims Court and General Litigation For claims up to 600,000 yen, small claims court (resolved in a single hearing) is an option; for larger amounts, general litigation is the path. Keep in mind that the burden of proof lies with the plaintiff (the client).

This section presents methods for writing specification documents and building project management systems that will prevent similar disputes in the future.

Designing the Specification Document as Legal Evidence

The most common reason specifications fail to function as evidence is the room left for interpretation. To make them function as legal evidence, follow these principles.

The principle of quantification and specification

| Weak language (open to interpretation) | Strong language (objectively verifiable) | |----------------------------------------|------------------------------------------| | Responsive design | No layout breakage at 375px (smartphone) to 768px (tablet) | | Major browser support | Verified functional in latest Chrome, Safari, and Edge | | Performance optimization | Mobile score of XX or higher on PageSpeed Insights | | User-friendly UI | User testing complete; specific workflow achievable in X steps or fewer |

A "completion definition" clause Adding a statement such as "the deliverable is considered complete when all of the above requirements have been met" at the end of the specification or as an attachment to the contract records the agreed basis for judging "completion" in a written agreement.

Building Written Confirmation into the Project Flow

Staged approval Obtain written approval at each stage — wireframes, design mockups, and development builds. Each approval document should note that subsequent changes will incur additional costs.

Documenting specification changes Verbal agreements about specification changes leave no record. Develop the habit of following up with an email such as "Confirming the specification change you mentioned by phone." This creates evidence that a change was agreed upon in later negotiations.

Regular progress checks Conduct progress reviews weekly or biweekly to detect misalignments early. Keeping written confirmations ("confirmed" replies via email or chat) reduces the risk of later claims of "we were never told."

Designing the Acceptance Process

Preparing an acceptance checklist in advance The client prepares an acceptance checklist corresponding to each requirement in the specification document. Share it with the contractor and establish a practice of reviewing the checklist at the time of delivery.

Acceptance period and a "deemed acceptance" clause Including a clause in the contract that sets an acceptance period — stating that failure to raise objections within that period constitutes acceptance — clarifies the rights and obligations of both parties.

The precision of the specification document and the written records maintained during the project are the foundational determinants of negotiating power after a dispute arises. When you notice that a deliverable does not match the specifications, following the steps in this article and acting promptly will minimize losses in both cost and time.

The key in any specification mismatch situation is to avoid emotional confrontation while following a staged, legally grounded response. Begin with a repair demand, and if there is no response, escalate to price reduction, damages, or termination. Throughout that process, written documentation is the source of all negotiating leverage.