The Defense of Accord and Satisfaction in Texas

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Jason B. Freeman

Jason B. Freeman

Managing Member


Mr. Freeman is the founding member of Freeman Law, PLLC. He is a dual-credentialed attorney-CPA, author, law professor, and trial attorney.

Mr. Freeman has been named by Chambers & Partners as among the leading tax and litigation attorneys in the United States and to U.S. News and World Report’s Best Lawyers in America list. He is a former recipient of the American Bar Association’s “On the Rise – Top 40 Young Lawyers” in America award. Mr. Freeman was named the “Leading Tax Controversy Litigation Attorney of the Year” for the State of Texas for 2019 and 2020 by AI.

Mr. Freeman has been recognized multiple times by D Magazine, a D Magazine Partner service, as one of the Best Lawyers in Dallas, and as a Super Lawyer by Super Lawyers, a Thomson Reuters service. He has previously been recognized by Super Lawyers as a Top 100 Up-And-Coming Attorney in Texas.

Mr. Freeman currently serves as the chairman of the Texas Society of CPAs (TXCPA). He is a former chairman of the Dallas Society of CPAs (TXCPA-Dallas). Mr. Freeman also served multiple terms as the President of the North Texas chapter of the American Academy of Attorney-CPAs. He has been previously recognized as the Young CPA of the Year in the State of Texas (an award given to only one CPA in the state of Texas under 40).

Accord and satisfaction is a defense to breach of contract.  The defense of accord and satisfaction exists where the parties to the contract agree that a contract is satisfied, or completed, based on new terms—terms that are different than the terms in the original contract. A finding of accord and satisfaction bars a plaintiff from recovering on a breach of contract action based on the original contract or obligation.

Under Texas law, an accord and satisfaction defense exists when parties agree to discharge an existing obligation in a manner other than based on the terms of their original contract.  The defense involves a new contract, either express or implied, through which the original obligation is released by agreement of the parties.

For purposes of the defense of accord and satisfaction, an “accord” is a new agreement in which one party agrees to give or perform something different from what she is obligated to do, and the other party agrees to accept something different from what she is entitled to. “Satisfaction” is the performance of the agreement.

In Texas, the defense of accord and satisfaction will bar a plaintiff from recovering on a breach of contract claim if the following elements are proven:

  1. The parties disagreed about the original obligations in the contract.
  2. The parties agreed to discharge the original contractual obligation for a different, usually lesser obligation.
  3. The new contractual obligation is completed and accepted.

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