Define: Discharge Of Contract

Discharge Of Contract
Discharge Of Contract
Quick Summary of Discharge Of Contract

Discharge of a contract refers to the termination of contractual obligations between parties, releasing them from further performance under the terms of the agreement.

Once a contract is discharged, the parties are no longer bound by its terms, and they are released from further obligations under the agreement. It’s essential for parties to understand the circumstances under which a contract can be discharged and to comply with any legal requirements or procedures for termination to avoid potential disputes or liabilities.

What is the dictionary definition of Discharge Of Contract?
Dictionary Definition of Discharge Of Contract

Discharge of a contract refers to the termination or fulfilment of contractual obligations, thereby releasing the parties from their duties and liabilities under the contract. Contracts can be discharged in several ways, including:

Performance: When both parties fulfil their obligations according to the terms of the contract, the contract is discharged through performance.

Agreement: The parties may mutually agree to terminate the contract through a process known as mutual rescission or by entering into a new agreement to modify or terminate the original contract.

Breach: If one party fails to fulfil their contractual obligations, the other party may choose to terminate the contract due to the breach, discharging both parties from further performance.

Operation of law: Certain legal principles or events, such as frustration, impossibility, or illegality, may discharge a contract by making performance impossible or illegal.

Once a contract is discharged, the parties are no longer bound by its terms, and any remaining rights or obligations under the contract are extinguished.

A contract is deemed to be discharged, that is, completed and no longer binding, in the following circumstances:.

  • Performance. That is, all parties have satisfied the requirements of the contract to the satisfaction of the other parties. The overwhelming majority of contracts are discharged this way. However, it is not always clear when a contract has been performed or what should happen in the event of partial performance of the contract.
  • Agreement. If the contract is still wholly executory (in progress), then there is no problem here, as neither party is set to lose out. However, if one party has fulfilled his obligation and the other has not, then the agreement to discharge must be supported by fresh consideration. For example, suppose I hire someone to paint my house with an agreement to pay on completion. The painter does not turn up to do the job. If the painter and I agree to abandon the work, then the contract is discharged. However, suppose I pay in advance and the painter does not turn up. I may decide that it is not worth my while to compel the painter to work or to take legal action and agree to write off the payment and discharge the contract. If I later decide to take legal action against the painter, the agreement to discharge will not be binding because the painter offered no consideration
  • There are legal reasons for a discharge without performance. There are a few of these; the most common is frustration with a contract. If a contract is frustrated (i.e., impossible to perform), then it may be considered discharged without legal consequences.
  • Breach. A breach of contract is a refusal by one party to abide by its terms without legal excuse (e.g., frustration).
Full Definition Of Discharge Of Contract

The concept of discharge of contract refers to the various ways in which a contractual obligation may come to an end. It is an essential aspect of contract law, as it determines the circumstances under which the parties to a contract are released from their obligations. This legal overview examines the different modes of discharge of contract under British law, including performance, agreement, frustration, breach, and operation of law.


Complete Performance

The most straightforward method of discharging a contract is through complete performance, where each party fulfils their respective obligations as stipulated in the contract. According to the doctrine of complete performance, a contract is discharged when all parties have performed their duties exactly as agreed. This principle is grounded in the case of Cutter v Powell (1795), which established that a contract must be performed in its entirety to be discharged.

Substantial Performance

However, strict adherence to complete performance can sometimes lead to unfair results. Hence, the doctrine of substantial performance allows for a contract to be discharged even if there are minor deviations from the exact terms, provided the essential purpose of the contract has been achieved. This principle was illustrated in Hoenig v. Isaacs (1952), where the court held that substantial performance was sufficient for discharge and the non-performing party could only deduct the cost of the defects from the contract price.

Partial Performance

Partial performance occurs when one party performs part of their contractual obligations but not all. Generally, partial performance does not discharge a contract unless accepted by the other party. If accepted, it may result in the discharge of the original contract and the creation of a new one, reflecting the partial performance. This concept was highlighted in Sumpter v. Hedges (1898), where partial performance was not accepted and, thus, the contract was not discharged.


Mutual Agreement

Contracts can be discharged by mutual agreement, where all parties consent to end the contract. This agreement can take the form of rescission, novation, or accord and satisfaction.

  1. Rescission: This involves mutually agreeing to cancel the contract, releasing all parties from their obligations. Rescission can occur if both parties wish to terminate their agreement and revert to their pre-contractual positions.
  2. Novation: Novation occurs when a new contract replaces the original one, with the consent of all parties involved. The new contract discharges the original contract, and the parties are bound by the terms of the new agreement.
  3. Accord and Satisfaction: This method involves an agreement (accord) to accept a different performance than originally stipulated and the subsequent execution of that performance (satisfaction). This results in the discharge of the original contract and the establishment of a new one.


A waiver is a unilateral act where one party voluntarily relinquishes a right under the contract. While a waiver does not usually discharge the entire contract, it can discharge specific obligations or conditions within it. For a waiver to be effective, it must be clear and unequivocal.


Frustration occurs when an unforeseen event renders the contractual obligations impossible to perform or radically changes the principal purpose of the contract. The doctrine of frustration discharges the contract by operation of law, as neither party is at fault. This principle was established in Taylor v. Caldwell (1863), where a music hall burned down, making it impossible to hold the concerts as agreed.

Criteria for Frustration

The criteria for frustration include:

  1. Unforeseen Event: The event must be unforeseen and beyond the control of the parties.
  2. Radical Change: The event must fundamentally change the nature of the contractual obligations.
  3. No Fault: Neither party must be at fault for the occurrence of the event.

Limitations of Frustration

Frustration is a narrow doctrine with several limitations:

  1. Foreseeability: If the event was foreseeable or contemplated by the parties, frustration will not apply.
  2. Self-Induced Frustration: If one party is responsible for the frustrating event, the doctrine will not discharge the contract.
  3. Partial Impossibility: If the event only partially affects the performance, frustration may not be applicable.

Breach of Contract

A contract can be discharged through a breach, which occurs when one party fails to fulfil their obligations as agreed. Breaches can be classified as actual or anticipatory.

Actual Breach

An actual breach happens when one party fails to perform their contractual duties when performance is due. This can lead to the innocent party being discharged from their obligations and entitled to seek damages.

Anticipatory Breach

Anticipatory breach occurs when one party indicates, either through words or actions, that they will not perform their contractual obligations when due. This allows the innocent party to treat the contract as discharged immediately and sue for damages. The principle was illustrated in Hochster v De La Tour (1853), where the claimant was entitled to sue for breach before the performance date.

Operation of Law

Contracts can also be discharged by the operation of the law without the need for any action by the parties. This can occur in several circumstances:

Death or Incapacity

If a contract is personal in nature and requires the unique skills or characteristics of a party, the death or incapacity of that party can discharge the contract. This principle is evident in employment contracts, where the death of an employee discharges the employment agreement.


The insolvency or bankruptcy of a party can lead to the discharge of a contract, as the bankrupt party is typically unable to fulfil their contractual obligations. The discharge of contracts due to bankruptcy is governed by insolvency laws, which provide a framework for dealing with the insolvent party’s obligations.

Statutory Intervention

Certain statutes can discharge contracts under specific circumstances. For instance, the Limitation Act 1980 sets time limits within which contractual claims must be brought. If a claim is not brought within the prescribed period, the right to enforce the contract is discharged by operation of law.

Remedies for Discharge

When a contract is discharged, the non-breaching party may seek various remedies, including damages, specific performance, and restitution.


Damages are the most common remedy for breach of contract. They aim to compensate the injured party for the loss suffered due to the breach. Damages can be:

  1. Compensatory: To cover the direct losses and costs incurred.
  2. Consequential: To cover indirect and foreseeable losses.
  3. Nominal: Symbolic damages awarded when a breach occurred but no actual loss was suffered.
  4. Liquidated: Pre-agreed damages stipulated in the contract.
  5. Punitive: Rare in contract law, these damages aim to punish the breaching party.

Specific Performance

Specific performance is an equitable remedy that compels the breaching party to fulfil their contractual obligations. It is typically granted when damages are insufficient to compensate for the breach. For example, in contracts involving unique items or real estate, specific performance may be appropriate.


Restitution aims to restore the injured party to their original position before the contract was formed. This remedy is applicable when one party has conferred a benefit on the other, and it would be unjust to allow the benefiting party to retain it. Restitution seeks to prevent unjust enrichment.

Case Law and Examples

Taylor v Caldwell (1863)

This landmark case established the doctrine of frustration. The defendants contracted to rent out a music hall, but it burned down before the event. The court held that the contract was discharged due to the impossibility of performance, as the subject matter of the contract was destroyed.

Hochster v De La Tour (1853)

This case exemplified anticipatory breach. The defendant hired the claimant for a future date but later repudiated the contract before the performance date. The court allowed the claimant to sue immediately for breach of contract, establishing the principle of anticipatory breach.

Sumpter v Hedges (1898)

This case involved partial performance. The claimant partially built structures on the defendant’s land but abandoned the work. The court held that partial performance did not discharge the contract unless accepted by the other party, and the claimant could not recover the full contract price.

Hoenig v Isaacs (1952)

In this case, the claimant completed decorating work with minor defects. The court held that the contract was substantially performed, discharging the contract, but allowed the defendant to deduct the cost of rectifying the defects from the contract price.


The discharge of contract is a multifaceted area of contract law, encompassing various methods through which contractual obligations can be terminated. Whether through performance, mutual agreement, frustration, breach, or operation of law, the discharge of a contract releases the parties from their duties and obligations. Understanding these mechanisms is crucial for parties engaged in contractual relationships, as it informs their rights and remedies in the event of termination. British contract law, with its rich tapestry of case law and statutory provisions, provides a comprehensive framework for addressing the discharge of contracts, ensuring fairness and justice in commercial and personal transactions.

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This site contains general legal information but does not constitute professional legal advice for your particular situation. Persuing this glossary does not create an attorney-client or legal adviser relationship. If you have specific questions, please consult a qualified attorney licensed in your jurisdiction.

This glossary post was last updated: 10th June 2024.

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