Contract; performance of a contract; substantial performance; breach of contract.
Facts: Connor entered into a contract with Stainton, a fencer, in terms of which Stainton agreed to erect just over 3 miles of fencing with posts 12 feet apart. When the fence was erected, many of the posts were found to be more than 12 feet apart, in some cases up to 18 feet apart. When Stainton claimed the promised payment for the fence Connor refused to pay, on grounds that Stainton had not substantially carried out the contract. Stainton did not deny that the posts were further apart than promised, but claimed that, by adding 'droppers' between some of the posts, the fence would be just as effective as if the posts were all 12 feet apart.
Issue: Was Stainton entitled to payment of the agreed price, less any expenditure required to add droppers to the fence as required to make it effective?
Decision: Stainton had not substantially performed the contract and was not therefore entitled to claim the agreed payment.
Reason: A contract to complete a whole task involves an obligation to do everything necessary for the completion of the work and, except for trivial shortcomings, to do it fully as described. Anything less is not substantial performance. It is not sufficient to do something that is materially different, even if it can be argued that what was done is just as good as what was promised. In the present case, the fence that was erected was, and always would be, of an entirely different character from the one that had been promised. Putting droppers in would not make the fence the same as that agreed to in the contract. Stainton's failure to render substantial performance meant that he was not entitled to claim any agreed payment from Connor.