Substantial Performance (Common Law)

Under common law, substantial performance satisfies constructive conditions except for material defects.

Representative cases

• Re/Max of Texas, Inc. v. Katar Corp. 989 S.W.2d 363 · Texas Supreme Court
• Boyd v. Rosson 713 P.2d 800 · Alaska Supreme Court
• Fdj, LLC v. Determan 2024 S.D. 42 · South Dakota Supreme Court

Related Conditions & Performance rules

• Condition PrecedentA condition precedent must occur before performance becomes due.
• Condition SubsequentA condition subsequent cuts off an existing duty to perform.
• Constructive ConditionsCourts may imply conditions based on fairness and sequencing of performance.
• Perfect Tender Rule (UCC)Under UCC, buyers may reject goods not conforming in any respect unless cure applies.
• UCC Right to CureSellers may cure defective tender before contract time expires or if buyer previously accepted nonconforming goods.
• Anticipatory RepudiationRepudiation occurs when a party clearly indicates it will not perform; the other party may suspend performance and sue.
• Demand for Adequate AssuranceWhen insecurity arises, a party may demand adequate assurance and treat failure to respond as repudiation.
• Material BreachA breach is material when it defeats the essential purpose of the contract and excuses the other party’s performance.

Part of Contracts on Core Legal Rules — foundational MBE-tested principles with primary-source citations.