Also known as: substantially perform · substantially performed · substantially performing · substantial performances · substantial compliance
Written by attorneys · grounded in primary & secondary sources — see below
A doctrine under which a party who has performed the essential terms of an agreement though not every detail may recover on the contract subject to damages for any deficiencies. The breach is treated as nonmaterial so the nonbreaching party cannot rescind but is limited to compensation for the shortfall.
Brook Connect and Bright Satellite executed an unsigned ten-year equipment-room agreement. Bright Satellite installed towers and cabling while Brook Connect accepted quarterly rent payments matching the discussed terms. These actions constituted substantial performances clearly referable to the lease. The lease was therefore given full effect despite the missing writing.
The settlor attempted to revoke a revocable trust by delivering a signed writing that omitted one required formality listed in the trust instrument. The trustee received the writing and immediately notified the other beneficiaries. The settlor's delivery and the trustee's prompt notice amounted to substantial performance of the revocation method. The revocation therefore took effect.
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The donee of a power of appointment executed a will that failed to make the exact reference to the power required by the donor. The donee had known of the power and intended to exercise it. The omission did not impair any material purpose of the donor. The appointment was therefore valid under substantial performance of the formal requirements.
A student completed nearly all course requirements at Salve Regina College but fell short on one administrative obligation. The college argued the strict commercial doctrine of substantial performance did not apply in the academic setting. The court treated the student's overall performance as substantial. The student could therefore pursue the breach-of-contract claim.
Jacob & Youngs installed plumbing pipe that matched the contract specifications in quality and function but came from a different manufacturer than the Reading brand required. The owner refused to pay the final installment. The court held the contractor had substantially performed. Recovery on the contract was allowed with an offset for any diminution in value.
First National Realty leased apartments that violated the housing code in several respects. Tenants withheld rent and the landlord sought possession. The court examined whether the landlord's failure to repair constituted a material breach. Because the defects were not shown to have prevented substantial performance of the lease the landlord could not terminate.
Substantial performance is a nonmaterial breach that still allows recovery on the contract minus damages for deficiencies. Full performance leaves no breach and entitles the performing party to the full contract price without offset.
Substantial performance of one party's promise excuses the other party's duty to perform a return promise that was conditioned on complete performance. The nonbreaching party remains liable for damages but cannot treat the contract as terminated.
No. Article 2 of the UCC follows the perfect tender rule rather than substantial performance. A buyer may reject goods that fail to conform in any respect unless the seller cures within the contract time.
Courts weigh the quantity and quality of performance, the willfulness of the deviation, the extent to which the nonbreaching party receives the expected benefit, and whether the cost of full compliance is grossly disproportionate to the benefit obtained.
…creates privately enforceable duties as held in Whetzel , but that the basic validity of every housing contract depends upon substantial compliance with the housing code at the beginning of the lease term. The Brown court relied particularly upon Section 2501 of the Regulations which provides: “Every premises accommodating one or…