In the world of contract law, completion isn’t just encouraged, it’s the law. If you want to get paid or escape liability, you better bring your A-game and finish every bit of what you promised. There’s no reward for trying, and certainly none for almost.
Let’s dive into the stubborn but fascinating doctrine of discharge by performance and the loopholes that occasionally save the day.
The Rule: Finish What You Start—Exactly
The golden rule is simple: if you want to be free from your contractual obligations and claim your dues, you must perform fully and precisely. Think of it like ordering a meal, you expect to get everything on the menu, not most of it.
The courts have consistently held that unless a contract is completed as agreed, there’s no entitlement to payment. For instance, if a worker agrees to complete a specific task for a lump sum but drops out midway, even due to illness or death, the law won’t award partial payment. The deal was to finish, not to do part and quit.
Likewise, if a builder starts a project and walks off halfway, leaving the other party to finish the work, there’s no automatic right to payment unless the other side voluntarily accepts the half-done job.
Even seemingly minor deviations, like delivering goods in the wrong packaging, though the quantity and quality are right, can result in total rejection. In contract law, close doesn’t count.
But the Law Isn’t a Robot: Exceptions That Save the Day
Of course, life is messy, and rigid rules often need soft landings. Thankfully, the law recognizes a few moments where fairness trumps formality.
1. Substantial Performance: When “Good Enough” Actually Is
Sometimes, a contractor or service provider might complete nearly everything, leaving behind a few minor flaws. If those defects are trivial in the grand scheme of things, the law may treat the job as substantially done, and allow for payment, with a deduction for the flaws.
So, if someone is hired to furnish a room and does almost everything right but forgets a couple of fittings, they could still get paid, though not the full sum. It’s the legal equivalent of getting most of your waakye, minus the shito.
2. Partial Performance Accepted: You Took It? You Pay
Here’s another twist: if one party accepts part of the performance and benefits from it, even though the job wasn’t completed, they may be required to pay a reasonable amount for what they got. The key is acceptance.
Imagine someone delivers half the agreed goods and the other side decides to keep them. By keeping the goods, they’ve accepted partial performance, and they must pay a fair price, usually at the contract rate.
This principle is even codified in Ghana’s Sale of Goods Act, 1962 (Act 137), section 14(1). If the seller delivers less than agreed and the buyer chooses to keep it, they must pay for what they got, at the contract rate.
But this only applies if the receiving party had a choice. If they were stuck with half a job and had no way of rejecting it, they aren’t bound to pay. Acceptance must be voluntary, not forced.
3. Prevented from Completing? Still Entitled to Something
The third exception arises when a person is stopped from finishing the contract through no fault of theirs. Say, the other party cancels the job halfway through or makes it impossible to continue.
In such cases, the person who started the job is allowed to claim a fair sum for the work done so far. For instance, if someone begins writing a book for a publisher who later cancels the whole series, the writer may still be entitled to reasonable compensation.
This principle has found favour in Ghanaian courts too. In Skanska Jensen Int’l v. Klimatechnik Engineering Ltd, a foreign subcontractor began HVAC works for a hotel project. After doing substantial work and racking up costs, their contract was unceremoniously terminated. The High Court ruled in favour of the subcontractor and awarded over USD 224,000 as fair compensation for the work already completed.
The Big Picture: Law Meets Fairness
Contract law may demand full performance, but it doesn’t live in a vacuum. Courts recognize that rigid rules can sometimes produce unfair outcomes. That’s why these exceptions exist to make sure justice isn’t sacrificed on the altar of technicality.
So, whether you’re delivering a service, shipping goods, or managing a project, remember: finish what you promised. But if life gets in the way and you’ve done your best, there may still be a legal lifeline.
And if you only serve half the waakye, just pray the buyer is hungry enough to pay for what’s on the plate.
David Amaara Adaawin on behalf of OSD and Partners. [email protected]
