Attorneys at Law

Edward J. Quinlan, Esq

Richard H. Sadowski, Esq


David T. Keenan, Esq


Magdalena A. Loret, Esq


Of Counsel

Robert Hoffer


Quinlan & Sadowski, P.C.

Attorneys at Law

11 Vanderbilt Ave.

Suite 250

Norwood, MA. 02062

Phone: 781-440-9909

Fax: 781-440-9979 


Case Study

                                                             ACCORD AND SATISFACTION

" I wasn't completely pleased with the Contractor's attitude. There were several times when he failed to show up when he promised, and I felt he overcharged me. I paid him what I thought was right and wrote on the check PAYMENT IN FULL . The Contractor cashed my check so as far as I'm concerned I don't owe them anything!"

This analysis illustrates the dilemma often facing small contractors, subcontractors, service providers, and others when faced with problematic project owners or customers seeking to exercise unwarranted economic leverage. The conundrum is whether to accept a check in a lesser amount and run the risk of losing the fair value of labor materials or equipment provided or treat the reduced amount as partial payment and seek to recover the actual balance due.

The answer, unfortunately (or fortunately) depending on your point of view all depends on the facts and circumstances. When there is a genuine dispute as to performance between contracting parties and a payment of less than the full amount represents a compromise of the disputed issues as well as the undisputed balance, the legal doctrine of accord and satisfaction may apply, and the disputed monies may be lost.

However, if there are no genuine issues pertaining to performance, quality, or conformity with contract requirements, then the law generally will not permit the party making payment to impose an unfair condition on the party receiving payment of less than the actual amount due. In such circumstances, the law will not enforce a so-called accord and satisfaction, and the party receiving payment may take action to recover the amounts not genuinely in dispute despite the reference to PAYMENT IN FULL.

Whether an accord and satisfaction has been proved is a question of fact, and the burden of proof rests upon the party making the reduced payment. Mere discontent or displeasure will not suffice in most circumstances. The test of satisfactory performance will most often be based upon the "reasonable man" approach consistent with the overall policy of the law to avoid overreaching and unjust results.

Edward J. Quinlan

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