Legal Definitions - contract to satisfaction

A contract to satisfaction is a specific type of agreement where one party's performance, or the other party's obligation to pay, is explicitly conditional upon the personal approval or subjective judgment of one of the parties. This means the work or service must meet the designated party's genuine satisfaction. If that party is genuinely dissatisfied, and their dissatisfaction is not arbitrary or in bad faith, the contract may not be considered fulfilled, and payment might be withheld. These contracts often involve matters of personal taste, aesthetics, or subjective evaluation.

• Example 1: Artistic Service

  A client hires a photographer to create a custom family portrait, with a clause in the contract stating that final payment is contingent upon the client being "fully satisfied" with the completed photographs. If, after reviewing the proofs, the client genuinely feels the artistic style or composition does not meet their personal aesthetic preferences, they may not be obligated to make the final payment.

  This illustrates a contract to satisfaction because the photographer's ability to receive final payment depends entirely on the client's personal, subjective approval of the artwork's aesthetic qualities. The client's genuine dissatisfaction, based on their taste, is a valid reason for non-payment under this type of contract.

• Example 2: Professional Service

  A small business hires a marketing consultant to develop a new brand identity, and their contract specifies that the final logo design and brand guidelines must be "to the satisfaction of the business owner" before the last installment of the consulting fee is released. The business owner reviews the proposed designs and genuinely feels they do not represent the company's vision or appeal to their target audience.

  Here, the consultant's full payment is tied to the business owner's subjective judgment regarding the quality, creativity, and strategic fit of the proposed brand identity. Even if the designs are professionally executed, if the owner genuinely believes they don't align with their vision or expectations, the "satisfaction" clause could be invoked to withhold final payment.

• Example 3: Home Renovation

  A homeowner contracts with a landscaping company to redesign their backyard, including a provision that the final layout, plant selection, and hardscaping elements must be "to the homeowner's complete satisfaction" before the project is considered finished and the final payment is made. Upon completion, the homeowner expresses genuine dissatisfaction with the choice of certain plants and the overall flow of the design, stating it doesn't match their initial vision.

  This demonstrates a contract to satisfaction because the homeowner's personal approval of the aesthetic and functional aspects of the landscaping project (e.g., plant choices, design harmony, overall appeal) is a condition for the landscaping company to receive their final payment. Their genuine dissatisfaction, not just a whimsical change of mind, could prevent the contract's fulfillment.