## Facts

- Fernando Saucier owned a building and retained Virginia and Roy Birdsall as real-estate brokers to sell it.
- Saucier agreed to pay the Birdsalls a 10% commission at closing if they produced a buyer; the eventual commission was $115,000 on a $1,150,000 sale.
- As the closing approached, Saucier stated he could not pay the full commission in cash at closing.
- The parties agreed to a substitute payment arrangement: Saucier would pay $29,500 in cash at closing and the balance over time with interest, so that if fully paid the Birdsalls would receive about $10,000 more than under the original agreement.
- At closing, the buyers executed a promissory note in Saucier’s favor (secured by a mortgage), and Saucier assigned that note to the Birdsalls so the buyers’ payments would satisfy what remained of the commission obligation.
- The Birdsalls signed a written receipt acknowledging the cash payment and the assignment and stating “Commission paid in full.”
- The buyers made payments on the note for about three years and then stopped paying.
- After the buyers’ default, the Birdsalls sued Saucier to recover what they claimed was the unpaid balance of the commission.

## Issues

1. Whether the Birdsalls’ acceptance of partial cash plus the assignment of the buyers’ promissory note, together with a signed “commission paid in full” receipt, constituted an accord and satisfaction that discharged Saucier’s commission obligation.
2. Whether the buyers’ later default on the note allowed the Birdsalls to revive and collect the original commission debt from Saucier.

## Decision

- The Connecticut Superior Court entered judgment for Saucier, concluding the Birdsalls’ claim was barred by accord and satisfaction.
- The court found that the parties agreed to substitute performance (cash plus assignment of a third-party note payable over time with interest) in place of the original obligation to pay the full commission in cash at closing.
- The court treated the signed “Commission paid in full” receipt as strong evidence that the Birdsalls accepted the substitute performance as full settlement of the commission claim.
- The court held that, having accepted the buyers’ note as full payment, the Birdsalls bore the risk that the buyers might later default and could not shift that loss back to Saucier by suing on the original commission debt.
- The Appellate Court of Connecticut affirmed in a per curiam disposition. See *Birdsall v. Saucier*, 29 Conn. App. 921, 614 A.2d 184 (1992).

## Legal Principles

- An accord is an agreement to settle an existing obligation by accepting performance different from what was originally due; satisfaction occurs when the agreed substitute performance is given and accepted.
- A creditor generally cannot discharge a liquidated money debt by accepting a lesser sum of money alone, but different consideration (including a third party’s promissory note or other property) can support an accord.
- A written “paid in full” acknowledgment is strong evidence that the creditor intended to accept the substitute performance as full settlement and to discharge the original obligation.
- When a creditor accepts a third party’s note as full satisfaction, the creditor assumes the risk of the third party’s nonpayment unless the parties agree otherwise; the original debtor is not liable merely because the third party later defaults.

## Conclusion

*Birdsall v. Saucier* holds that the brokers’ acceptance of cash plus the assigned promissory note from the buyers—confirmed by a signed receipt stating “Commission paid in full”—created an accord and satisfaction that discharged the seller’s commission obligation, and the buyers’ later default did not restore the brokers’ right to collect the original commission balance from the seller.


Birdsall v. Saucier, 1992 WL 37731 (1992)