Cutter v Powell

Facts

• Cutter agreed to serve as second mate on the ship Governor Parry from Kingston, Jamaica to Liverpool
• The note promised thirty guineas, payable ten days after the ship's arrival, conditional on Cutter proceeding, continuing, and doing his duty as second mate for the entire voyage
• The usual practice was to pay seamen by the month; the lump sum here was unusually high, reflecting the risk that the seaman might not complete the voyage
• The voyage was expected to take about eight to ten weeks; Cutter died after seven weeks, with about three weeks remaining
• The ship's captain refused to pay anything; Cutter's widow sued on a quantum meruit basis for the proportion of the voyage her husband had completed

Issue

1. Whether a party who dies before completing an entire, indivisible contract (or their estate) is entitled to proportionate payment for the part performed.

Held

• The court held that no payment was due at all
• The contract was entire: the thirty guineas were payable only on completion of the whole voyage, not apportionable by time served
• The higher-than-usual lump sum reflected the risk allocation the parties had bargained for; Cutter's estate could not rewrite that bargain after the fact
• No quantum meruit claim could arise because the parties had already fixed, by their own contract, what was to happen if the voyage was not completed as agreed

Ratio Decidendi

Where parties structure a contract as entire and indivisible, with payment conditional on complete performance, courts will not imply a right to proportionate payment for partial performance. Quantum meruit is not available to rewrite an entire contract; it operates only where the contract is divisible or where partial performance has been freely accepted by the other party outside the terms of an entire obligation.