nonperformance

Nonperformance refers to the failure to perform contractual duties in whole or in part. It may result from refusal to perform or from an inability to perform, and can occur despite good faith or efforts. The term is commonly used in contract law to describe a party’s failure to fulfill obligations, including timeliness or completeness of performance. Delayed performance can still be nonperformance if it breaches timing terms or defeats the contract’s purpose.

In legal terms, nonperformance typically constitutes a breach of contract. Breaches are often categorized as material or minor; a material breach allows the non-breaching party to suspend performance and may justify termination. Anticipatory breach or repudiation occurs when one party signals they will not perform when due. Remedies for nonperformance focus on restoring the injured party’s expectation interest: damages, specific performance, or, in some cases, rescission or reformation. In many jurisdictions, damages aim to place the injured party in the position they would have occupied had the contract been performed.

Excuses to nonperformance include impossibility, impracticability, frustration of purpose, and illegality. Force majeure clauses or government action can suspend or excuse performance. Additionally, failure to provide proper notice or to mitigate damages can affect remedies.

Documentation and contract terms often specify permissible excuses, notice requirements, and remedies, guiding resolution when nonperformance occurs.