promises and conditions Flashcards
A condition is
an event, uncertain to occur, which must happen before performance under a contract becomes due, unless excused. To determine if a term is a promise or a condition, the court relies on the intent of the parties.
promise creates a
duty of performance. If something is considered to be a promise, if one party fails to perform, this does not fully release the other prty from performing, unless it was a material breach. (shoe hypo example)
A condition is an
event that must occur before performance is required. (usually said with the words “if” or “unless”
A promissory condition is both
a condition and a promise that the condition will occur.
Passage of time cannot be a
condition because thay is inevitable. Simply saying there are certain dates that payment is due does not create a condition, and therefore duty is still necessary unless the parties state otherwise.
on: If contract language is ambiguous, courts favor construing it as a
promise to avoid forfeiture.
- The courts will use the intent of the parties and rules of interpretation.
- Sine the court is imposing it, it must be a substantial performance. courts prefer to interpret it as a promise rather than a condition so that one party does not unfairly lose their rights or benefits under the contract. Courts look at what the parties intended and use established legal rules to decide how to interpret the contract.
if a promise does not occur
The party still needs to perform unless it was material
Creating a condition
performance of the other party is completely dependent on the condition occurring
Duty
if a party promises to perform at a certain time and then delay. Performance of the other party is still necessary even if the duty is delayed
Condition And Duty
- If a party promises to perform and the other party makes their duty dependent on the performance.
- The party may collect damages if there is a delay in the performance and will also not have to perform.
If a contract term is only a promise and the promise does not occur,
that is breach. The injured party has a claim for damages but the party must still perform, unless the breach is material or if the breaching party makes no effort to perform in a reasonable time.
Promissory condition
A condition and also a promise that the condition will occur. Here, there is an event that must occur before a party’s performance becomes due and there is also a promise by the party that the event will occur.
Implied-in-Fact Conditions
If performance requires an action by one party (e.g., giving notice), courts may imply a condition.
It is gathered from the terms of the contract by interpretation.
Example: A landlord responsible for repairs may have an implied condition that tenants must notify them of needed repairs.
Constructive Conditions
Substantial performance may be enough for constructive conditions
- If a party substantially performs, they can still recover damages, but still must perform their duties.
Excuse of a Condition
examples
Hindrance or Bad Faith:
Avoiding Disproportionate Forfeiture:
Waiver of a Condition:
Will still perform
Hindrance or Bad Faith:
The non-occurrence of the condition may be excused If a party with whom hte duty is dependent on a condition prevents or obstructs the fulfillment of a condition, it may be excused.
Avoiding Disproportionate Forfeiture:
If enforcing a condition causes unfair forfeiture, courts may excuse it unless it was a material part of the exchange. Waivers applies primarily to conditions which may seem as if they are procedural or technical. Like getting a certficastion from a specific person who has retired.
Waiver of a Condition:
A party may waive a condition that only benefits them unless it was a material part of the contract snd the promisee was under no duty that it occur.
Will still perform
If a promisor whos performance is conditional indicated by either words (express) or conduct (implied) that they will perform even if the condition does not occur.
Retraction of a waiver:
A waiver may be retracted before the time for occurrence of the condition has expired. If so, the condition may be retracted unless the other party has relied on the waiver such that retraction would be unjust. If not, the the condition remains waived
Waiver vs. Modifications & Consideration:
Consideration cannot be waived; if a party argues that a term is a condition rather than consideration, it may be waivable.
Modifications cannot be waived
Key test: If the term is the subject of the contract, it is consideration; if it relates to an aspect of performance, it is a condition
a party to waive a term of the contract, even if it
originally required a signed writing.
waiver is a unilateral
act, meaning that one party can voluntarily give up a contractual right without requiring the other party’s agreement.
