What does it mean if a party has substantially performed their contractual duties?

When a party has substantially performed their contractual duties, it means they have fulfilled much of what was required under the contract, even if they have not met every specific detail or provision as stipulated. This concept acknowledges that while there may be minor deviations or omissions in performance, the essential objectives and benefits of the contract have been achieved.

In practical terms, this means that the party’s efforts have resulted in the other party receiving the majority of the benefits that were intended, therefore maintaining the integrity of the agreement. This often protects the party that has substantially performed from being liable for breach of contract provided that the performance was close enough to what was required.

This understanding distinguishes substantial performance from complete performance, where all terms must be executed precisely as outlined in the contract. It also differs from simply satisfying minimal contract requirements, as substantial performance suggests a good faith effort to meet the contract’s core objectives while reflecting the underlying principle of fairness in contractual relationships.