Nowhere would a departure from full performance of a condition be regarded as important if the departure were an inconsiderable trifle having no pecuniary importance. Where the primary purpose of a contract is fulfilled and any breaches are trivial in nature when contrasted with the substantial performance of a plaintiff who has continually proceeded with the utmost good faith, the defendant is not excused from its obligations under the contract.
The parties entered into a letter agreement with respect to subleasing office space to the subtenant, upon the satisfaction by the tenant of certain conditions. The written confirmation of the prime landlord's approval of the subtenant was delivered six days before the deadline. The tenant and the landlord reached agreement on everything one day before the extended deadline. The subtenant got back to the tenant only after the passing of the deadline, when it told the tenant that the deadline had not been extended and the deal was off. The jury found that the tenant had substantially performed its obligations and awarded damages. The trial court ruled that the doctrine of substantial performance did not apply and dismissed the complaint.
Was the issue of substantial performance properly submitted to the jury?
The appellate court ruled that the delivery of the landlord's written consent to the acceptability of the subtenant as a tenant and to certain work in the premises was a condition of the contract. There was no requirement that there be an ambiguity in the contract to justify the application of substantial performance. Because no valid basis for dismissal was shown, the court reversed and reinstated the jury's award.