## Facts

- A construction contractor performed work for property owners and a payment dispute arose over an unpaid balance.
- The parties executed a written agreement acknowledging an outstanding balance of $70,005.54.
- The agreement required two installment payments of $25,000 due on or before June 1, 1996 and June 1, 1997.
- The agreement provided that no interest would be charged if payments were made as agreed; if not, interest would accrue at 10% per year from default.
- The agreement further stated that the contractor would forfeit (forgive) the remaining $20,005.54 if the two payments were made as agreed.
- The owners made the first $25,000 payment on time.
- The owners delivered the second $25,000 payment three days late, on June 4, 1997, and the contractor accepted it.
- The contractor sued to recover the $20,005.54 balance plus interest and costs, asserting the late payment prevented forfeiture of the balance.
- The owners asserted accord and satisfaction and waiver, contending the delay was not material and that acceptance of the late payment waived any strict-timing condition.

## Issues

1. Whether a three-day delay in making the second installment was a material breach that prevented the accord and satisfaction from discharging the remaining $20,005.54.
2. Whether the contractor waived any right to enforce the forfeiture/timing condition by accepting the late installment payment.

## Decision

- The Supreme Judicial Court of Maine affirmed summary judgment for the owners.
- The court held the three-day delay was not a material breach of the accord.
- The court also held that, by accepting the late payment without timely insisting on forfeiture or rejecting the tender, the contractor waived strict enforcement of the timing condition.
- Because the material facts were undisputed, the issues were properly resolved as matters of law on summary judgment.

## Legal Principles

- A material breach is a nonperformance so material and important that it justifies the injured party in treating the transaction as at an end.
- In assessing materiality, a brief, non-prejudicial delay—particularly absent a “time is of the essence” term—generally does not justify a forfeiture or rescission of an otherwise substantially performed agreement.
- Contractual rights and conditions, including forfeiture conditions in an accord, may be waived by conduct inconsistent with enforcement, including acceptance of late performance without contemporaneous objection.
- Summary judgment is appropriate when the record shows no genuine dispute of material fact and a party is entitled to judgment as a matter of law.

## Conclusion

The court enforced the accord and satisfaction, ruling that a three-day delay in the final installment did not constitute a material breach and that the creditor’s acceptance of the late payment waived any right to deny the agreed forgiveness of the remaining debt.


Associated Builders, Inc. v. Coggins, 722 A.2d 1278 (Me. 1999)