What is an Accord and Satisfaction?

An accord and satisfaction is a legal agreement between two parties to a contract that intends to discharge the original claim by settling for new contract terms and/or a payment amount that typically differs from the payment amount specified in the original contract or claim. Such an agreement consists of two components - the accord, which is the agreement to discharge the original claim or contract, and the satisfaction, which is the execution or performance of the substitute claim or contract. An accord and satisfaction agreement usually precedes a lawsuit and as such, it must incorporate all essential elements of a legal contract.

A Little More on What is an Accord and Satisfaction?

An accord and satisfaction involves the release of one of the parties to a bilateral contract from its original contractual obligations by the other party (that has a legal claim) in exchange for new contractual obligations. Accord and satisfaction is, typically, a state law subject and the validity of such an agreement revolves around the fulfilment of the following four minimum conditions:

• The agreement must have a proper subject matter, i.e it should have clearly-defined terms and conditions in order to be considered legally binding. All accord and satisfaction agreements are based on the doctrine of equity, irrespective of whether the accord involves monetary settlements of debts/liabilities or settlements that do not involve an exchange of funds.
• The agreement must be made between two competent parties, i.e the two parties involved in the contract must be mentally as well as legally capable of entering into legal agreements.
• There should be a meeting of the minds, i.e. the agreement must be formed by mutual agreement by the two parties that possess a common understanding.
• There should be adequate consideration, i.e. there must be an equivalence in the exchange of value. Value can refer to cash, goods or services.

Previously, courts only entertained an accord and satisfaction arrangement when there was no disagreement over the amount involved in the dispute. In all other cases, disputes had to be settled through a Compromise and Settlement arrangement. However, at present, an accord and satisfaction agreement does encompass any compromises pertaining to the amount involved in the dispute. In its current form, an accord and satisfaction allows for a complete revision of the original agreement between the parties involved. However, such an agreement never seeks to replace the original contract; rather, it prevents the enforcement of the contract, as long as the terms of the accord are satisfied as negotiated. An accord and satisfaction often provides one of the parties the option to make smaller and more frequent payments at a lower rate of interest. However, any violation of the accord will, most certainly, result in a lawsuit revolving around the original contract.

Explaining Accord and Satisfaction with an Example

Let us consider an example of a hotel hiring a contractor to replace the plumbing of the bathrooms in the property. Suppose both parties agreed on a sum of $50,000 for the entire job, with $20,000 to be paid as a down payment, $15,000 payable during the repair process and the remaining $15,000 to be paid upon completion of the plumbing job. However, once the job is complete, the management of the hotel finds the repair work unsatisfactory and withholds payment of the final $15,000. In this instance, the two parties involved can agree on an accord and satisfaction, whereby the hotel agrees to pay $5,000 of the remaining $15,000. This essentially means that the hotel gets a discount of $10,000 for the unsatisfactory plumbing work done on its bathrooms in lieu of foregoing its right to sue the contractor. Conversely, the contractor is paying $10,000 to avoid a lawsuit, while at the same time, foregoing his right to sue the hotel for the full payment of $15,000.

Related Topics

• Contract Law (Intro)

• What is a Contract?
• Contract Theory Definition
• Meeting of the Minds
• Doctrine of Utmost Good Faith 
• Aleatory Contract Definition
• What are the sources of contract law?
• Restatement of Contracts
• Uniform Commercial Code
• Convention on Contracts for the International Sale of Goods (CISG) 

• What is a Unilateral Contract vs a Bilateral Contract?
• What is an Express Contract vs an Implied Contract?
• What are the requirements to form a Contract (Offer, Acceptance, Consideration)?
• What is an Enforceable Contract vs. a Valid Contract?
• What is a Void Contract vs a Voidable Contract?
• Adhesion Contract 
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• What is the requirement of a Lawful Purpose?
• What are common types of Voidable Contract?

• What is an Offer?
• Sum Certain (Contracts) Definition

• When does an offer to contact terminate?
• Counterparty Definition
• Mirror Image Rule?
• Rule for Sale of Goods
• Silence is Not Acceptance?
• Mailbox Rule
• Shrink-wrap Agreement Definition
• Click-Wrap Agreement Definition
• What is Consideration?
• What is Promissory Estoppel?
• When is a contract required to be in writing Statute of Frauds?
• What type of writing satisfies the statute of frauds?
• Exceptions to the Statute of Fraud
• Documents Under Seal
• Who Can Sign Contracts on Behalf of a Company?
• E-Sign Act
• Privity of Contract
• Who are third-party beneficiaries to a contract?
• What is assignment and delegation of a contract?

• When is a party's Duty of performance?
• Aleatory Contract
• What is an Executed contract vs an Executory contract?
• Inchoate Definition
• Evergreen Contract

• What is Performance, Substantial Performance, and Breach of a contract?
• What is performance of a Divisible Contract?
• When is a party's duty of performance discharged?
• What are conditions to Contract (Precedent & Subsequent)?
• Abandonment Option (Contract) Definition
• Cooling Off Rule Definition
• What is tender performance of a contract?
• What are Impossibility and Impracticability
• What is a Frustration of Purpose?
• Waiver or Release from Contract
• Accord and Satisfaction
• Force Majeure Clause
• Novation
• What is a Breach of Contract?
• Repudiation (Contract) Definition
• Anticipatory Repudiation
• Acceleration Clause (Contracts) Definition
• What methods exist for resolving a breach?
• Assumpsit
• What remedies exist for a breach of contract?
• Rescission (Contract)
• Exculpatory Clause
• Hold Harmless Clause
• What is Efficient Breach?
• Organization of a Contract
• How to Read the Contract
• Boilerplate
• Contract Representations & Warranties
• Contract Covenants
• What rules does a court follow in interpreting a contract?
• Addendum 
• Allonge Definition
• What is the Parol Evidence Rule?
• What is a complete integration vs a partial integration?
• Exceptions to the Parol Evidence Rule
• Patent and Latent Ambiguity in a Contract
• Service Level Agreement Definition 
• Offtake Agreement