In one line
A promisor must perform or properly offer to perform according to the parties' agreed sequence, time, place and manner.
After this note, you should be able to
- Test whether a tender of performance is valid.
- Apply the rules for personal and reciprocal promises.
- Determine the effect of delay under Section 55.
Performance checklist
Read the contract first, then use the statutory default rules.
- Who performs
- A personal promise must be performed by the promisor. Other obligations may be performed by a representative or authorized person.
- Valid tender
- The offer must be unconditional, at the proper time and place, for the whole obligation, with ability and willingness to perform.
- Time and place
- Sections 46 to 50 supply rules where the contract does not fully specify when, where or how performance occurs.
- Reciprocal promises
- Sections 51 to 54 determine sequence and the effect when one party prevents the other's performance.
When time matters under Section 55
A stated date does not automatically make time essential.
- Time is essential
- Delay makes the unperformed part voidable at the promisee's option.
- Time is not essential
- The contract continues, but compensation may be available for proven delay loss.
- Late performance accepted
- A promisee seeking delay compensation should give notice of that intention when accepting late performance.
Work through the facts
Illustration
Facts
A contractor offers to deliver only half the agreed equipment on the due date and demands full payment. The buyer refuses.
Likely result
The offer is not a valid tender of the whole obligation unless the contract permits instalments. The refusal does not by itself place the buyer in breach.
What to learn
Tender must match the obligation in amount, timing, place and conditions.
Cases with a purpose
Landmark judgments
Learn the rule and where to use it. A case name without its legal function adds very little to an answer.
Hind Construction Contractors v. State of Maharashtra
Further reading(1979) 2 SCC 70
Principle: Whether time is essential depends on the contract as a whole. Extension and delay-compensation clauses may show that the date was not intended to be fundamental.
Use in an answer: Use it for construction contracts and Section 55 problems involving delayed completion.
Startup v. Macdonald
Further reading(1843) 6 Man & G 593
Principle: A tender made within the period fixed by the contract was treated as timely where the agreement did not prescribe an earlier delivery hour.
Use in an answer: Use it to show why the contractual wording and circumstances determine whether the time of tender was proper.
For a 10-mark answer
Answer structure
- Identify the promised performance and responsible person.
- Test time, place, manner and validity of tender.
- Apply the sequence of reciprocal promises.
- Use Section 55 if delay is involved.
Common mistakes
- Assuming every stated deadline is essential.
- Treating partial or conditional tender as complete performance.
- Ignoring which reciprocal promise had to occur first.
Before you close the tab
Quick revision
- Personal promises require personal performance.
- A valid tender must be complete and unconditional.
- Reciprocal promises follow the agreed or natural sequence.
- Section 55 separates essential from non-essential time.
Test yourself
- What makes a tender valid?
- When must the promisor perform personally?
- What is the effect of accepting late performance without notice?
Short answers
Frequently asked questions
Does offering performance discharge the promisor?
A valid tender can protect the promisor from responsibility for non-performance when the promisee refuses it, subject to the statutory requirements.
Is every contractual deadline essential?
No. The intention is gathered from the whole contract, its purpose, surrounding circumstances and provisions dealing with extension or delay.
Primary sources
This is an educational study note. Always read the bare provision and the full judgment before relying on a proposition in research or practice.