According to the Restatement (Second) of Contracts:
- An accord is a contract under which an obligee promises to accept a stated performance in satisfaction of the obligor’s existing duty. Performance of the accord discharges the original duty.
- Until performance of the accord, the original duty is suspended unless there is such a breach of the accord by the obligor as discharges the new duty of the obligee to accept the performance in satisfaction. If there is such a breach, the obligee may enforce either the original duty or any duty under the accord.
- Breach of the accord by the obligee does not discharge the original duty, but the obligor may maintain a suit for specific performance of the accord, in addition to any claim for damages for partial breach.[i]
The defense of accord and satisfaction may be used to defeat a claim for breach of contract if the defendant demonstrates an accord or settlement of the disputed claim, and satisfaction of the settlement agreement.[ii] Intent of the parties manifested in the agreement as a clear indication of meeting of minds is essential in the case of an accord and satisfaction.
[i] Todd v. Antonio, 9 Mass. L. Rep. 510 (Mass. Super. Ct. 1999)
[ii] Sherman v. Sidman, 300 Mass. 102,106 (Mass. 1938)