It means carrying out of the respective obligations by the parties They must either perform, or offer to perform Where

the promisor offers to perform, at the proper time and place, but the promisee refuses to accept the performance, it is called tender or an attempted performance For Tender or an Offer of Performance to be valid: (i) It must be unconditional (ii) It must be made at a proper time and place (iii)Promisee must be given a reasonable time and opportunity to verify the quality and quantity of goods being delivered

The following persons can perform the Promise

1. The Promisor himself [Section 40] e.g. when his personal skill is required Thus, if he dies, the contract ends 2. The agent of the Promisor, and 3. The legal representative(s) of the Promisor

A Contract need not be performed in following cases

1. Where parties mutually agree to change terms and conditions of the original contract by a fresh one, or to rescind or alter it [Section 62]. 2. Where the promisee dispenses with, or remits, wholly or in part, the performance of the promise, or extends the time for such performance, or accepts any satisfaction for it [Section 63]. 3. Where the aggrieved party, in a voidable agreement, rescinds the contract [Section 64]. 4. Where the promisee neglects or refuses to allow the promissor, reasonable facilities, to enable him to perform his promise [Section 67].

Where two or more persons make a joint promise `the promisee may ask any (one or more) of such joint promisors to perform the whole of the promise. [Section 43]

Release of one of Joint Promisors It does not discharge the other joint promisors. [Section 44]

Right of Contribution

1. Where one of the joint promissors performs, he can compel all other joint promissors to contribute equally with himself 2. If one or more of the joint promissors default, in making such contributions, the remaining ones will bear the resultant loss

Devolution of Joint Rights [Section 45]

1. Where a person promises to two or more persons jointly, all the joint promisees can claim the performance 2. After death of any of them, it belongs to their legal representatives, jointly with the survivor or survivors 3. Even after the death of the survivors, the representatives of all the promisees can claim performance jointly 4. Thus, as against the liability of the joint promisors being both joint and several, right of the joint promisees, is only joint, and not several

Time, Place, and Manner of Performance

[Sections 46 to 50, and 55]

1. Where time of performance of contract is specified, and promissor has agreed to perform without demand, promissor must perform on such specified day/date. But, during the usual business hours and at the specified place 2. If time is not specified, performance must be made within a reasonable time, varying from case to case 3. Where promissor has not agreed to perform without application (i.e. demand) by promisee, promisee must demand performance at a reasonable place, within usual business hours

Time, Place, and Manner of Performance

[Sections 46 to 50, and 55]

4. If promissor has agreed to perform without demand, but no place is fixed, promisor must request the promisee to specify a reasonable place, and perform at such specified place 5. Promise may be performed in any manner, or at any time, which the promisee stipulates or specifies

Performance of Reciprocal Promises

[Section 51 to 54, and 57]

A reciprocal promise is where contract comprises promise by one party (to do or not to do something in the future), in consideration of a similar promise by the other party

Three types of Reciprocal Promises

1. Mutual and Dependent Where the performance by one party depends upon the prior performance by the other party 2. Mutual and Independent Here, each party must perform his part, without waiting for the performance, or readiness to perform, by the other party 3. Mutual and Concurrent  Where both parties must perform simultaneously (i.e. concurrently, at the same time)  But, if promisee is not ready and willing to perform his part the promisor need not perform his part. [Section 51]

Reciprocal promise to do some things, which are legal and some others which are illegal [Section 57]. Here, the first set the promise(s) constitutes a contract, but the second set of the promise(s) is void.

Assignments of Contracts
It means transference of the rights under the contract. But, only rights (and not the obligations or liabilities) under the contract can be assigned.

Assignment of a contract is done in two ways

(i) Assignment by operation of law e.g. in the event of insolvency or death of the party to the contract. In the case of insolvency Official Receiver or assignee acquires the interest in the contract, as per the law. In the case of the death of the party, legal representative(s) of the deceased party acquire(s) the interest in the contract, as per the law.

(ii) Assignment by an act of the parties, when parties to the contract themselves assign the contract to some other party or parties.

Rules of Assignment

(i)

Only the rights are assigned, and not the obligations or liabilities. Rights and benefits under a contract can be assigned.

(ii)

(iii) As per Section 3 of the Transfer of Property Act, an actionable claim is a claim to any debt (except a secured debt) or to any beneficial interest . whether such claim or beneficial interest be existent, accruing, conditional or contingent.

Examples of actionable claim

(i) A debt pertaining to repayment of some amount of money;

(ii) The interest of the buyer in the goods in a contract for forward delivery, and so on. Actionable claims can be assigned by a document in writing. Moreover, notice of such assignment must also be given to the debtor to make assignment valid. [Section 130 of the Transfer of Property Act]

Appropriation of Payment [Sections 59 to 61] If a person has taken more than one loans from same person and makes some repayment to his specific loan account(s) it must be deposited to only such specified account(s).

 But, if no account is specified, Under the English law, it is to be settled based on Claytons Case Principles.

 In India , position is different, but largely based on Claytons Case Principles. with some modifications.

Rule No. 1: Appropriation by the Debtor [Section 59]  Amount be appropriated according to debtors specification.  Where account not specified; as per circumstances of the case, by implication.

Rule No. 2: Appropriation by the Creditor In the case of no specification or indication by circumstances; At the discretion of the creditor. even towards time-barred debt. But not to a disputed debt [Section 60].

Rule No. 3: Where neither of the two parties appropriates [Section 61]

Amount will be appropriated in the discharge (or part payment) of the debt in order of time. If two or more loans given on same date, then Proportionately; among all such accounts.

Exception to Rule No. 3: Case of Halletts Estate,  This rule applies in cases where the trustee mixes-up trust funds with his own funds; where first withdrawal by the trustee be debited to trustees own money; and thereafter to that of the trust.  But, in the case of any deposit made by the trustee, amount will be first credited to the account of the trust, and thereafter to trustees account.