Cutter v Powell (1795) 101 ER 573
Attempted performance & strict conditions — a clear, classroom-style explainer with timeline, IRAC, mnemonics, and FAQs.
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Table of Contents
Quick Summary
A sailor’s wage was promised as a single lump sum, payable only if he completed the whole voyage. He died before arrival. The court said: no wages on the contract and no claim on quantum meruit. The term was clear and payment was conditional on full performance.
Issues
- Is there a right to payment for substantial performance when the contract makes payment conditional on completion?
- Can the claimant recover on quantum meruit despite an express “pay on completion” term?
Rules
Express Condition Prevails
Where payment is expressly conditional on full completion, courts will not imply a right to partial payment for substantial performance.
Quantum Meruit Barred
If parties chose a lump-sum on completion structure, a separate quantum meruit claim will not lie for partial performance.
Facts (Timeline)
Arguments
Claimant (Widow)
- Substantial part of the work was done; fairness requires payment.
- Alternatively, pay reasonable value on quantum meruit.
Defendant (Master/Employer)
- Contract sets a condition precedent: arrival at Liverpool with full service.
- No right to wages or quantum meruit if the condition is not met.
Judgment
Held: For the defendant. Payment was expressly conditional on complete performance. As the sailor died before arrival, no wages were due under the contract, and no quantum meruit claim lay.
Note: The result does not turn on fault; it turns on the contract’s clear condition for payment.
Ratio Decidendi
Where parties choose a lump-sum-on-completion bargain, the court enforces it strictly. Substantial performance or quantum meruit will not override a clear condition precedent to payment.
Why It Matters
- Teaches the power of express conditions in contracts.
- Sets limits on substantial performance and quantum meruit.
- Useful contrast with modern cases allowing partial recovery in different structures.
Key Takeaways
- Pay-on-completion means no pay if completion does not happen.
- No implied right to substantial performance when a condition precedent is clear.
- Quantum meruit is excluded by a lump-sum completion clause.
Mnemonic + 3-Step Hook
Mnemonic: “Finish First, Fee Follows.”
- Finish: Contract says pay only after completion.
- First: No completion → no contractual fee.
- Fee Follows: Quantum meruit blocked by express term.
IRAC Outline
Issue
Is payment due for partial work when the contract requires full completion for payment?
Rule
Express condition precedent to payment is strictly enforced; no quantum meruit if parties chose a completion-lump sum.
Application
Sailor died before arrival; condition (arrival + full duty) not met; contract blocks partial recovery.
Conclusion
No wages payable; claim fails both on contract and quantum meruit.
Glossary
- Condition Precedent
- A requirement that must be met before payment becomes due.
- Substantial Performance
- Near-complete performance sometimes enough for payment—not where strict completion is agreed.
- Quantum Meruit
- A reasonable sum for work done; excluded when the contract fixes a different structure.
FAQs
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