Section 37 of Indian Contract Act

37. Obligation of parties to contracts.— The parties to a contract must either perform, or offer to perform, their respective promises, unless such performance is dispensed with or excused under the provisions of this Act, or of any other law.

Promises bind the representatives of the promisors in case of the death of such promisors before performance, unless a contrary intention appears from the contract.

Illustrations

(a) A promises to deliver goods to B on a certain day on payment of Rs. 1,000. A dies before that day. A’s representatives are bound to deliver the goods to B, and B is bound to pay the Rs. 1,000 to A’s representatives.

(b) A promises to paint a picture for B by a certain day, at a certain price. A dies before the day. The contract cannot be enforced either by A’s representatives or by B.

Final Thoughts

Introduction

Section 37 of the Indian Contract Act, 1872 deals with the obligation of the parties involved in a contract. It states that every party must perform or at least offer to perform their promises under the contract, except when the law or the contract itself excuses or removes that obligation.

Meaning of Obligation to Perform Promises

When two or more parties enter into a contract, they create legal promises. Section 37 says these promises must be fulfilled by the parties. If a person promises to do something, they are legally bound to do it.

For example, if A agrees to sell goods to B, A must deliver the goods, and B must pay the price.

When Performance is Required

The law expects that each party either performs or offers to perform their part of the contract. This means the party must complete the agreed task or at least show willingness to do so.

Exceptions: When Performance is Excused or Dispensed With

There are certain cases when performance is not necessary, for example:

• If the law excuses performance (e.g., frustration of contract).
• If the contract itself releases a party from performing.
• Other provisions under the Act or other laws may excuse performance.

Effect of Death of a Promisor Before Performance

Section 37 also addresses what happens if a person who has promised to perform dies before completing the promise. The general rule is:

• The representatives (legal heirs or executors) of the deceased are bound to perform the contract unless the contract shows otherwise.

Binding Nature of Promises on Representatives

If the promise involves something that can be done by another person (like delivering goods), the representatives must perform it.

But if the promise involves a personal skill or service (which only the promisor can do), then neither the representatives nor the other party can enforce the contract.

Illustrations and Explanation

Illustration (a)

• Scenario: A promises to deliver goods to B on a certain day, for Rs. 1,000.
• Fact: A dies before that day.
• Legal Effect: A’s legal representatives must deliver the goods to B. B must pay Rs. 1,000 to A’s representatives.

Explanation: Delivering goods is not a personal skill and can be done by the heirs of A. Hence, the obligation continues.

Illustration (b)

• Scenario: A promises to paint a picture for B by a certain day, for a certain price.
• Fact: A dies before that day.
• Legal Effect: The contract cannot be enforced by A’s representatives or B.

Explanation: Painting is a personal skill that only A could perform. Since A has died, neither side can force performance.