This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
A certificate which recites performance of the contract in substance is sufficient;1 and it need not follow the language of the contract which specifies the facts which must appear in such certificate.2 Under a contract which requires that payment should be made upon written certificate, an indorsement of "0. K." on the bills is sufficient.3
It is ordinarily contemplated by the contract, which provides for preliminary certificates and estimates, that the value fixed thereby is to be approximate and not actual or final.4 The final certificate of the architect, on the other hand, must be complete5 and unconditional.6 The final certificate must fix the amount due so that both parties to the contract can learn such fact from such certificate.7. The certificate must show the decision of the architect upon the matters which are submitted to him by the contract for final determination.8 A certificate which shows that the architect or engineer leaves the final amount to be adjusted by the parties themselves, is insufficient.9 A certificate which states that the delays in performance were due partly to one cause and partly to another, is too indefinite.10 A letter written by the architect or engineer to the contractor, which purports to be an acceptance of the building on condition that certain items are "satisfactorily attended to at once," and which does not specify the amount which is due, is not a final certificate for payment within the meaning of the contract.11
7 Wilson v. Borden, 68 N. J. L. 627, 54 Atl. 815.
1 Getchell & Martin Lumber & Mfg. Co. v. Peterson, 124 Ia. 599, 100 N. W. 660; Eastham v. Western Const. Co.,, 36 Wash. 7, 77 Pac. 1051.
2 Eastham v. Western Const. Co., 36 Wash. 7, 77 Pac. 1051.
3 Getchell & Martin Lumber & Mfg. Co. v. Peterson, 124 Ia. 500, 100 N. W. 550.
4 P. M. Hennessy Construction Co. v. Hart, 141 Minn. 449, 170 N. W. 597.
5 Hennebique Const. Co. v. Boston Cold Storage & Terminal Co., 230 Mass. 456, L. R. A. 1918F, 374, 119 N. E. 948
6 Hennebique Const. Co. v. Boston Cold Storage & Terminal Co., 230 Mass. 450. L. R. A. 1918F, 374, 119 N. E. 948.
7 Norcross Bros. Co. v. Vose, 199 Mass. 81, 85 N. E. 468; Hennebique Const. Co. v. Boston Cold Storage & Terminal Co., 230 Mass. 456, L. R. A. 1018F, 374, 119 N. E. 948.
8 Norcross Bros. Co. v. Vose, 199 Mass. 81, 85 N. E. 468; Hennebique Const. Co. v. Boston Cold Storage & Terminal Co., 230 Mass. 456, L. R. A. 1918F, 374, 110 N. E. 048.
9 Noreross Bros. Co. v. Vose, 109 Mass. 81, 85 N. E. 468.
10 Hinkley v. United States, 49 Ct. Cl. 148.
The certificate given by the architect is not a performance of a condition precedent, unless it shows on its face his determination in the contractor's favor of all the facts made by the contract conditions precedent, and the enforcement of liability by the contractor.12 Thus a certificate that a certain amount of railroad track is "laid, that trains have been run over the same, and that it is in a suitable condition for traffic," does not entitle the contractor to payment where he was to be paid when such amount of track was "fully completed and equipped" in "suitable condition for running trains thereon," and providing that the certificate of the engineer should be conclusive.13 On the other hand, a finding by the architect, that a certain amount should be retained until it is determined whose fault it is that certain work has not been done, is not conclusive that it was the fault of the contractor, and does not therefore prevent him from recovering such amount if he can show that the fault was not his.14