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A contract, once formed, imposes duties and obligations on the parties. These duties
and obligations must be carried out fully by both sides in fulfilment of their
respective promises. The parties can only be freed from their mutual obligations
under the contract by the discharge of the said contract, such as:
1. by performance;
2. by breach and its acceptance;
3. by consent or agreement between the parties;
4. by frustration;
5. by operation of law; and
6. by novation
Breach of Contract
The refusal or failure by a party to fulfil an obligation imposed on him under that
contract, such as repudiation of liability before completion or conduct preventing
proper performance. There is an unjustified or inexcusable failure by either party to
undertake its obligations under the contract or a repudiation of these obligations.
For repudiatory breach of contract, the tendency is to pursue this as a common law
claim. When a party to a contract has refused to perform, or disabled himself from
performing, his promise in its entirety, the promise may put an end to the contract,
unless he has signified by words or conduct, his acquiescence in it continuance.
When a promise is not performed in its entirety that failure goes to the root of the
contract, it deprives the promisee of what he bargained for in the contract.
The innocent party can treat the contract as valid and sue for specific damages and
losses, or accepts the repudiation and rescind the contract while maintaining the
right to sue for damages in respect of the breach committed. The contract does not
comes to an end until and unless the repudiation is accepted by the other party.
In the event the innocent party refuses to accept the repudiation of the contract, the
status quo ante is preserved intact, where the situation is restored to the state in
which it existed previously, and the contract remains alive and subsisting for the
benefit of both parties:
o The innocent party remains subject to his own obligations and liabilities
under the contract;
o Enables the repudiatory party to change his mind and complete the contract
notwithstanding his previous repudiation.
o Each party as a right to sue for past and future breaches.
refusing to allow the architect to go on site for the purpose of the certificate;
directing the architect as to the amount to be certified;
directing the architect as to the decision which he should arrive at;
directing the architect to withhold a certificate