“The Wink” – Substantial Performance of a Contract

After Kramer mistakes George’s wink (yes, we wrote about that already) as a signal to sell Steinbrenner’s birthday card to Stubbs Memorabilia Shop, he makes a deal with Bobby, the hospital bound kid who was gifted the card, that if Paul O’Neill hits 2 home runs in a game then Kramer can have the card back. But when O’Neill’s inside the park home run is ruled as a triple with an error, Bobby refuses to give the card to Kramer since, statistically, O’Neill only recorded one home run. Did O’Neill substantially fulfill the contract? Or is Bobby right, and he should be able to keep the card?

“Substantial performance” is a doctrine of contract law that allows for a contract to be deemed as fulfilled/satisfied, even if the parties, or one of the parties, did not technically meet the terms as outlined in the contract. This is in contrast to the “perfect tender” rule, which demands complete adherence to the specific terms of the contract. Substantial performance though allows for the contract to be deemed as satisfied, as long as there was no material breach of the terms of the contract, and that it was not willful by one of the parties.

Great, so what does “material breach” even mean? Well it’s a bit hard to define, since it depends on the unique circumstances of each situation. So let’s think about some examples. Let’s say Kramer and Newman made an advanced order for some Mackinaw Peaches, but a different kind of peach was actually delivered. Under such circumstance, Kramer and Newman would be entitled to their money back since the whole point of their order was to specifically get Mackinaw’s and not some other kind of peach. That is a material breach of the contract. Alternatively, let’s say they ordered 100 peaches but only 98 were delivered because that’s all the supplier had at the moment. Kramer and Newman got nearly what they wanted, and a court would say the supplier substantially performed. Therefore, Kramer and Newman would be forced to pay up for the peaches (not that we could even imagine them not wanting to), though they’d only have to pay for 98 peaches rather than 100.

So let’s analyze Kramer’s situation. Early in the game, O’Neill hits a homer to deep right on a two-one pitch, so there’s no question that at least one home run was hit. But in the 8th inning, again on a two-one pitch (what’s up with that? is two-one the funniest count for a ballplayer to find themselves in?), O’Neill smacks the pitch out to left field that goes over Albert Belle’s head. O’Neill rounds the bases hard and gets waved around third towards home plate. The relay throw comes in to starting pitcher Dennis Martinez (first name not given in the episode but don’t worry we did the research!), who then makes a wild throw to the plate that goes over catcher Sandy Alomar’s head. Kramer and Bobby celebrate O’Neill’s second home run of the game until the announcer informs the viewing public that the official scorer has ruled the play as a triple for O’Neill with a throwing error charged to Martinez. Bobby and Kramer jostle over whether this counts as “a second home run,” with Kramer even admitting that technically it isn’t but is “just as good.” Later, we find out that Kramer has actually given in to Bobby and renegotiated the deal, allowing him to take possession of the card in advance of O’Neill now needing to catch a fly ball in his hat.

So what do we think? Is a triple with an error legally just as a good as a home run? Is it substantial compliance? Well despite Kramer’s protestations, he really does seem to admit that it’s not, since he does renegotiate the deal with Bobby. And we at SeinfeldLaw agree with that assessment. Statistics are sort of the key thing in baseball, and even if O’Neill scored the run all by himself, it still isn’t classified as a home run. It is a material breach. Kramer could try to argue that O’Neill would have scored anyway regardless of the error, but that likely wouldn’t work. The official scorer is the one to make that analysis, he’s sort of like the stats-judge of a baseball game, and he already ruled contrary to that. Had the deal Kramer between Bobby been worded a little more informally, like O’Neill has to “knock in 2 runs” then Kramer would have a much more manageable argument to make. But under these circumstances, the contract has not been substantially performed. And while we never know for sure whether O’Neill really did catch that fly ball in his hat, since Bobby never tried to get the card back it’s safe to assume that he did. Let’s see Babe Ruth do that!