Once a contract is formed and enforceable, each party has an obligation to perform. Performance is the fulfillment of those obligations. Completing an obligation can discharge that obligation, but not necessarily every right or duty under the agreement. Warranties, indemnities, confidentiality obligations, and accrued claims may survive performance or termination.

Performance is not a prerequisite to contract formation. A bilateral contract — where both parties exchange promises — is formed when the promises are exchanged, not when they are performed. The obligation to perform arises from the contract; it does not create the contract.

In some contexts, performance can be the means of acceptance. Whether starting or completing performance constitutes acceptance depends on the offer and applicable law. Beginning performance may protect an opportunity to complete an act without itself completing acceptance. But this is a formation question, not a performance question — once the contract is formed, the obligation to complete performance is separate.

For many contractual obligations, exact compliance is required. A party who promises to deliver 100 units by a specific date must deliver 100 units by that date. A party who promises to pay $10,000 on the first of the month must pay $10,000 on the first of the month.

Time is of the essence clauses make the timing of performance a material term. If a contract states that time is of the essence, a party who performs late — even by a day — may be in material breach, regardless of whether the delay caused actual harm.

Florida courts recognize the doctrine of substantial performance in appropriate contexts, particularly in construction and service contracts. Substantial performance means the party has performed the essential purpose of the contract even if minor deficiencies exist. A party who has substantially performed can recover under the contract, subject to a deduction for the cost of remedying the deficiencies.

Whether performance is substantial depends on the nature of the contract, the extent of the deviation, and whether the other party received the benefit they bargained for. Courts consider the purpose of the contract, the extent to which the non-breaching party can be compensated by damages, and the likelihood that the breaching party will cure.

Substantial performance is a common-law doctrine that applies primarily to service and construction contracts. It does not apply to all contracts — in particular, it is not a general rule for contracts involving the sale of goods under UCC Article 2, where tender, cure, installment-contract rules, acceptance of goods, and other statutory exceptions affect the buyer's rights.

A condition is an event that must occur before a party's performance obligation arises or continues. A condition precedent must be satisfied before the obligation to perform is triggered. A condition subsequent terminates an existing obligation if it occurs.

Distinguishing a condition from a promise matters because the consequences of non-occurrence are different. Nonoccurrence of a condition can affect whether a duty arises, but waiver, excuse, prevention, and other rules may alter the result. Breach of a promise can support remedies, subject to proof, defenses, and the agreement.

Courts sometimes construe ambiguous language as a promise rather than a condition to avoid forfeiture — particularly where one party has substantially performed and the other seeks to avoid the contract on a technicality.

Performance questions arise in disputes about whether a party has fulfilled its obligations, whether a breach is material, and whether the substantial performance doctrine applies. These questions are highly fact-specific and often turn on the contract language, the nature of the work, and the extent of any deficiency.

Before withholding payment or terminating a contract based on alleged non-performance, having an attorney assess whether the breach is material — and whether the other party has a substantial performance defense — can prevent a wrongful termination claim.

Stewart Law reviews and drafts contracts for Florida businesses. See the contract review service or contact us to discuss a specific agreement.