Contract Performance Standards: Lecture Summary

Course Context

Focus on contract performance and breach in Unit 21.
Recap of previous course topics:
- Contract Formation: Issues of mutual assent through offer and acceptance.
- Consideration: Exchange of value or exceptions (e.g., promissory estoppel).
- Defenses to Formation: Capacity, statute of frauds, duress, fraud, misrepresentation, unconscionability, public policy.
- Contract Terms: Parole evidence rule, canons of interpretation, conditions, and implied terms.

Perfect Tender Rule:
- Requires exact fulfillment of contract terms.
- Risk of trivial breaches leading to undue claims.
- Example: Disney's "Mary Poppins," practically perfect standard.
Substantial Performance Doctrine:
- Allows for "good enough" performance.
- Example: Minor discrepancies such as a burger with unwanted ketchup.
- Real-life application involves negotiation and market competition.

Issue: Contract required specific joist spacing in construction.
Facts: Joists were spaced further apart than stipulated.
Arguments:
- Builder claimed substantial performance (houses were strong and customary).
- Court emphasized the importance of fulfilling the exact contract terms.
Outcome: Focus on perfect tender (builder had no right to deviate).
Implications:
- Personal preferences in construction must be honored.
- Courts avoid rewriting contracts; emphasize original agreements.

Double Edge of Smith v. Brady:
- Could be used to argue both perfect tender and substantial performance.
- Importance of legal advocacy in interpreting case precedents.
- Lawyers' Role: Shape case precedents to support various arguments.

Lesson's End: Introduction to standards of contract performance.
Next Lesson: Exploration of Substantial Performance Doctrine through Jacob & Youngs v. Kent.