Chapter IV - Of the Performance of Contracts
Section 37
Section 37: Obligation of parties to contracts
Parties must perform or offer to perform their promises unless the law excuses or dispenses with performance.
On this page
Need advice on Section 37?
This article is for general information. Refer to the Indian Contract Act, 1872 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
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.
Illustration (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.
Illustration (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.
Introduction
Section 37 requires parties to perform or offer to perform their promises unless the Act or another law excuses or dispenses with performance.
Promises generally bind a deceased promisor’s representatives unless the contract shows a contrary intention; the Act contrasts a goods delivery with a personal painting promise.
Key takeaways
Performance or offer
The first question is whether performance occurred or was validly offered.
Death and personal obligations
Representative liability depends on the contract and nature of the promise.
Apply the rule
List each party’s promise, due time and evidence of performance or offer.
Check any legal excuse or dispensation and whether the obligation is personal to the promisor.
Illustration
The Act treats a goods-delivery promise differently from a promise to paint a picture personally after the promisor’s death.
Practical checklist
Do
- Track each promise, due date and performance or valid offer.
- Identify any statutory excuse and whether performance is personal.
Avoid
- Do not assume every promise automatically survives the promisor’s death.
Frequently asked questions
Can a party simply choose not to perform?
Section 37 requires performance or an offer unless performance is legally excused or dispensed with.
Do representatives always perform after death?
No. The section and its illustrations recognize a contrary intention and personal performance.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026