conditions Flashcards
what is a conition precedent (most conditions fall in this category)
It’s an event that must occur BEFORE a duty to perform a promise matures
It’s a condition which must be performed before the parties agreement becomes a binding contract or a condition which must be fulfilled before a duty to perform an existing contract arises
Here, if the condition does not occur, the duty that is subject to the condtion never becomes due
what is a condition subsequent
A condition which by its express terms provides for an ipso fact cancellation on the happening or non occurrence of a stipulated event or condition
implied condtion
They are based on the parties conduct; its a true condition that is derived from the intent of the parties as determined by their conduct, the context of the transaction, and the implied meaning of other language i the agreement, rather than terms creating an express condition
express condition
One that is spelled out in the terms of the agreement
constructive condtion
Imposed by the court to ensure that there is a structured basis for determining the order of performance and to prevent injustice
Although imposed by the court, they are dereived from the promises made by the parties and the circumstances
surrounding the transactions
These usually arise in bilateral contracts
Inman v clyde - P worked for d under a written k of employment signed by both parties; the lang of the k had a provision that an employee must give a written notice to D within 30 days after a claim arises; the provision was a CONDITION PRECEDENT to any recovery from that claim; when p sued d moved for SJ on grounds that ps failure to give the written notice was a bar to his recovery; issue of whether a condition precedent in an employee k, making written notice of a claim precedent to recover, contrary to public policy
Rule: a contractual provision requiring notice as a condition precedent to recovery is not contrary to public policy
Chirichella v Erwin - D and P had contracted to sell and buy D’s house; the language of the k said they would close by oct of 1971, which was going to coincide with the D’s settlement on their new house around that time, however it was later realized that D’s new house was not going to be done by then, and D refused to close on the sale with D by the specified date in the K; p sued for specific performance; issue of whether the language surrounding the date of settlement was a condition precedent, so it would read that the settlement of D’s new house had to happen before the duty to settle with P?
the specification of the date of closing in a real estate contract is not a condition precedent
Clark v West (avoiding contracts)- the alcoholic writer case; the k between the parties was that P was to write books for D, and P would get paid two dollars per page he wrote, and there was a condition that said if Clark abstained from drinking during the writing period, he would get 6 dollars a page. P admits to drinking while writing, but despite the breach P argued that by continuing to accept work from him while knowing he was drinking, d waived the provision and he should get the 6 dollars a page rate. Issue of wether this was a condition precedent or consideration, and if it was a condition precedent was it one that could be waived?
a waiver is the voluntary and intentional relinquishment of a known right, and implies an election to dispense with something of value or forego some advantage which the party waiving it might at its option have demanded or insisted upon
JNA v cross bay chelsea- there was an og lease between p and V, in which it was a ten year lease with an option to renew via a written note 6 months before the last day of the term which would 1964, three years into the lease, V entered into a k with D to assign the lease to D; but forgot to mention that they had to write in to renew the lease; P sent letters to D about everything BUT a reminder to renew the lease, and after the due date P tried to tell them to leave, d tried to renew but P refused and P sued; Issue of whether a tenant who negligently failed to exercise a lease renewal option (ie a condition) be awarded equitable relief?
a condition can be excused when it cant be proven that the landlord would suffer prejudice
