OUJI-CIV No. 23.23

SUBSTANTIAL PERFORMANCE

A party is not required to perform each and ever y term of a contract completely

and exactly in order to recover for its breac h. A party who has substantially performed a

contract is entitled to recover.

[Plaintiff]'s performance is substantial if [he/she/it] proves all of the following:

1. [Defendant] received substantially what the contract required;

2. Any omissions, deviations or defects can be corrected without difficulty; and

2. [Plaintiff] acted in good faith in intending to perform [his/her/its] part of the

contract.