Legal Definitions - divisible obligation

Divisible Obligation

A divisible obligation refers to a legal duty or responsibility that can be fulfilled in separate, distinct parts or installments, where each part contributes to the overall completion of the duty. In such cases, partial performance of the obligation is meaningful and can be accepted, often entitling the performing party to a corresponding partial payment or recognition of their effort. This contrasts with an indivisible obligation, which must be performed completely as a single, unified act.

Here are some examples:

• Construction Project by Phases: Imagine a property owner hires a construction company to build a multi-unit apartment complex. The contract specifies that the project will be completed in three distinct phases: foundation and structural work, exterior finishing, and interior build-out, with separate payments due upon the successful completion of each phase.

  This illustrates a divisible obligation because the construction company's overall duty to build the complex can be clearly separated into three independent parts. If the company completes the foundation and structural work but then faces unforeseen challenges preventing them from finishing the rest, they have still fulfilled a significant, measurable portion of their contractual duty, and would typically be entitled to payment for that completed phase.

• Subscription Service: Consider a business that subscribes to a cloud-based software service for a year, agreeing to pay a monthly fee. The service provider's obligation is to provide access to the software for each month of the subscription period.

  This is a divisible obligation because the service provider's duty is performed incrementally each month. If the business cancels the subscription after six months, the provider has fulfilled their obligation for those six months and is entitled to the fees for that period, even though the full year's service was not rendered. Each month of service is a distinct, fulfillable part of the overall annual agreement.

• Delivery of Goods in Installments: A large bakery contracts with a flour mill to purchase 10,000 pounds of specialty flour, to be delivered in four separate shipments of 2,500 pounds each, spread over four weeks.

  The flour mill's obligation to deliver the total quantity of flour is divisible into these four distinct shipments. If the mill successfully delivers the first two shipments but then experiences a production issue that prevents the delivery of the remaining two, they have still fulfilled a measurable portion of their contractual duty. The bakery would typically pay for the 5,000 pounds of flour received, rather than the entire contract being void due to the partial non-performance.