What does tender of performance mean?

Tender of performance is a formal offer to fulfill your contractual obligations, demonstrating that you are ready, willing, and able to perform your end of the agreement.

Why is tender of performance important?

Tendering establishes that you were prepared to perform. If the other party refuses, you may be excused from further obligations and can claim they breached the contract.

What happens if a tender of performance is refused?

If the other party wrongfully refuses a proper tender, the tendering party may treat the refusal as a breach, seek damages, and be discharged from their remaining obligations.

Tender of Performance in Contracts Explained

What Is Tender of Performance?

Tender of performance is a formal offer by one party to fulfill their contractual obligations. The party demonstrates their readiness, willingness, and ability to perform. If the other party refuses to accept or cooperate, the tendering party is generally excused from further performance and may have a claim for breach.

Why Tendering Matters

In many contracts, each party's obligation to perform depends on the other party performing first or simultaneously. Tendering performance establishes that you were ready and willing to fulfill your end of the bargain. Without tendering, you may not be able to claim the other party breached.

Types of Tender

Tender of payment — offering the full amount owed in a proper manner (e.g., a certified check for the purchase price)
Tender of delivery — making goods available for the buyer to accept at the agreed time and place
Tender of services — showing up ready, willing, and able to perform the agreed work

Requirements for a Valid Tender

A proper tender generally requires:

Unconditional offer — the tender must be complete, not contingent on new terms
Proper time and place — at the location and within the timeframe specified in the contract
Correct manner — payment in the agreed form, goods meeting specifications, etc.
Good faith — a genuine offer to perform, not a token gesture

What Happens After Tender

If the other party accepts, the contract proceeds normally. If they refuse, the tendering party may:

Treat the refusal as a breach and seek damages
Be discharged from their own remaining obligations
Use the tender as evidence of good faith in any subsequent dispute

When to Consult a Lawyer

Consider seeking legal advice before formally tendering performance, especially in high-value transactions, to ensure the tender meets all legal requirements.

This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.