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4.2-17 Defense - Accord and Satisfaction

New June 1, 2012

The defendant claims that (he/she) does not owe any money to the plaintiff on the contract because the parties have reached an accord and satisfaction.  In this case, the defendant claims that (he/she/it) has (paid to/performed for) <describe> the plaintiff and the plaintiff has accepted that (payment/performance) in satisfaction of the defendant’s obligations under the contract.  In order for an accord and satisfaction to occur, there must be a good faith dispute about the amount that is owed [or about the existence of a debt] and that the plaintiff must have understood that the (payment/performance) by the defendant was made as full satisfaction of the defendant’s obligations under the original contract.

Therefore, if you find that the defendant offered the (payment/performance) to fully satisfy (his/her/its) obligations under the contract and the plaintiff accepted the (payment/performance) with that understanding, then the defendant owes nothing further to the plaintiff.  The defendant bears the burden of proving accord and satisfaction.

Authority and Notes

Reference to consideration has been omitted.  The law is that an accord and satisfaction must be supported by consideration.  However, an accord and satisfaction is sufficiently supported by consideration if it settles a monetary claim that is unliquidated in amount.  Association Resources, Inc. v. Wall, 298 Conn. 145, 187 (2010), citing County Fire Door Corp. v. C.F. Wooding Co., 202 Conn. 277, 282 (1987).  In County Fire Door Corp., the court stated: “It may well be that an accord is enforceable, even in the absence of consideration, if it is supported by a debtor's reasonable and foreseeable reliance on a promise by a creditor to forgive the remainder of an outstanding debt.”  Id., 281 n.2.  The charge should refer to consideration only if it is an issue.

Note that County Fire Door Corp., supra, held that when a creditor knowingly cashed a check explicitly tendered in full satisfaction of an unliquidated debt, it became bound by the terms of settlement that the check contained.  Nevertheless, after County Fire Door Corp. was decided in 1987, the legislature amended its codification of the Uniform Commercial Code (UCC) in 1991 to explicitly exclude accord and satisfaction claims from General Statutes § 42a-1-2071 and enacted General Statutes § 42a-3-311, which expressly governs accord and satisfaction claims based on the use of instruments.  See Public Acts 1991, No. 91-304, §§ 37 and 111.  Accordingly, this charge should not be used for claims based on the use of an instrument governed by the UCC.

1 In 2005, § 42a-1-207 was repealed.  See Public Acts 2005, No. 05-109.


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