Conditions Flashcards
Express conditions
the description of an event that must occur in order to trigger a party’s performance
Precedent
the event must occur before the duty to perform becomes due
subsequent
the event removes the duty to perform
concurrent
the event must occur along with each other at the same time- usually each triggering one party’s performance
Promissory conditions
a promise may also be a condition
** usually triggers a party’s duty to perform which triggers the other party to perform in the contract
*** creating a promise doe not create a condition
Judicial interpretations of conditions
**contract judges do not like forfeitures when a party gets nothing after giving up something
**courts may interpret a condition as a promise, or a promise as a condition but only will do so to avoid a forfeiture and any acts of injustices to the contract
constructive condition
some courts may imply a condition or imply a duty to make a condition to prevent an inequitable result
Forfeitures
a party who performs as promised but did not receive what was agreed upon in exchange through no fault of their own
** giving something and getting nothing in return
windfall
giving little or nothing and getting much more than you reasonably expected
Equitable excuse of a condition
courts may also excuse the occurrence of a condition to prevent a forfeiture
** the most form of this is equitable estoppel or equitable excuse
** this is essentially promissory estoppel analysis
1. conduct on behalf of the opposite party
2. leads to reasonable detrimental reliance on the conduct
3. excusing the condition is the only way to prevent injustice
Conditions of satisfaction
a condition that a party or its agent must be satisfied with the other party’s performance before the return performance is due
** subjective is the implied duty of good faith governs paint a portrait of me that i am satisfied with
** objective is reasonable persons satisfaction architects construction completion certificate
Order of performance
may have conditions setting which party is to perform what and when
** typically a condition that must occur over a long period of time
Case Pisani v Krueger
some courts may imply a condition or imply a duty to make a condition to prevent an inequitable result
Implied duty of good faith
a duty to not take action intended to frustrate the other parties enjoyment of the benefits of the contract
*** numerous opportunities for one party to take advantage of the other, courts will permit it in most circumstances.
Promise
Is a manifestation of intention to act or refrain from acting in specified way, so made as to justify a Promisee in understanding that a commitment has been made.
*** The person manifesting the intention is the promisor .
