Conditions & Performance Flashcards
What is a condition ?
A future event that must take place b/f rights or obligations are created, destroyed, or enlarged
What is the effect if a condition fails?
Failure of a condition relieves a party of the obligation to perform
What is an express condition ?
Condition is express in the K
- Includes words such as “on the condition that” or “provided that”
- Condition must be complied with fully unless excused, subst. perf. is not enough
What is an implied condition?
Those deemed to be part of K b/c the agreement suggests:
- the parties truly intended the cond. but failed to expressly include it OR
- b/c fairness requires its inclusion
Only subst. perf. is required to satisfy the condition
What are the 2 types of failed implied conditions?
- Substantial Performance AND
- Material Breach
When is the failure of an implied condition a material breach?
- Breach is serious enough or
- Performance is so bad
Court will treat the breach in the same way it would treat a failure of an express conditon
- Aggrieved party is discharged from his own perf. oblig.
When does failure of an implied condition result in substantial performance ?
Breach is not serious
- Court will treat party’s perf. as subst.
- Aggrieved party won’t be discharged from his own perf. oblig.
What is a condition precedent ?
Condition precedes the obligation to perform
What is a condition subsequent ?
Condition excuses the durt to perf. after a particular event occurs
- Exists only with respect to a duty that is absolute
What is a concurrent condition ?
Each party’s duty to perf. is conditioned on the other party’s duty to perf.
- Requires each party to perf. simultaneously
Burden of Proof - Defendant’s duty is subject to Condition Subsequent
Plaintiff has the burden of proving that the condition occurred in order to recover it
Burden of Proof - Defendant’s duty is subject to a condition subsequent
Defendant must prove the happening of the condition to avoid liability
How is it determined if a Conditon is satisfied?
Objective Reasonable Person Standard - Whether a reasonable pers. would be satisfied
- Unless, aesthetic taste is of a party is a condition of satisfactory perf.
- Satisfactory determined under subj. std.
- Party must use good faith or claim of dissatisfaction can be a breach
Order of Performance When one party’s perf. requires a period of tiem
That party must complete his perf. b/f the other party is required to perform
Order of performance when both parties performance can be rendered at the same time
- Both parties must perf. at the same time
- One party’s failure to perform excuses the other party’s performacne
Substantial Performance of an Express Condition Precedent
Parties are held strictly to the cond.
- Full compliance is required b/f the other party’s performance is due
Substantial Performance of an implied or constructive condition precedent
A party who subst. complies with the cond. can trigger the other party’s obligation to perform
What is the effect of substantial performance on Damages ?
The Doctrine of Substantial Performance permits a party who subst. perf. to recover on the K even if the party didn’t render full perf.
- Can recover K Price ( - ) any amount it will cost the other party to obtain complete perf. as promised
What is the result of a parties failure to substantially perform?
Failure to Subst. perform is a material breach
What is the effect on damages if a party fails to subst. perform?
A party who hasn’t subst. performed gen. can’t recover damages based on the contract
- BUT she may be able to recover through restitution
What is the effect of willful breach?
When a party intentionally furnishes services that are materially different from what he promised
- Breach is more likely to be treated as a material breach