Conditions, Performance, and Breach

Question 1

Morrsion Jr. v. Bare

Answer 1

• To be entitled to specific performance plaintiff must have perfromed or show readiness to perform
• Condition is a fact or an event and is not an expression of intention or assurance

Express Conditions

Question 2

NY Bronze Powder v. Benjamin Acquisition

Answer 2

Doubtful language is interpreted as embodying a promise of a constructive condition rather than an express condition

Condition, promise, or both?

Question 3

Thos J. Dyer v. Bishop International Engineering

Answer 3

“Condition” for timing of payment based on action of a third party may just set convenient times for performance or payment and not be construed as a condition precedent

Time or Express Condition

Question 4

JJ Shane Inc. v. Aetna CAS

Answer 4

To shift the burden from general contractor to the owner the contract must unambiguously express the intention

Condition shit burden

Question 5

Thompson v. Lithia Chrysler

Answer 5

When a condition precedent to formation is not fulfilled even if it is contained within the contract, then there is no agreement and the ontract is not binding

Conditions to formation or performance?

Question 6

Stewart v. Newbury

Answer 6

Where a contract is made to perform work and no agreement has been made as to payment, the work must substantially performed before payment can be demanded.

Constructive Conditions

Question 7

Monroe St. Properties, Inc. v. Carpenter

Answer 7

Neither party may hold the other in breach for failure to perform when conditions are concurrent without tendering their own performance

Constructive Conditions

Question 8

Jacob & Youngs, Inc. v. Kent

Answer 8

Factors of condition to be weighed
1. Purpose to be served
2. The desire to be gratified
3. The ecuse for deviation
4. The cruelty of enforcing adherence

Constructive Conditions

Question 9

Barus v. Riccardi

Answer 9

§ 2-508(2) - where the buyer rejects a non-conforming tender which the seller had reasonable grounds to believe would be acceptable, the seller may, if he notifies the buyer, have reasonable time to substitute a conforming tender

Constructive Conditions Under the UCC

Question 10

A.B. Parker v. Bell Ford

Answer 10

UCC § 2-607(3)(a) - the buyer must notify the seller of breach within a reasonable time of discovering the breach or be barred from remedy

Constructive Conditions Under the UCC

Question 11

ELO, Inc. v. Multi-State Legal Studies

Answer 11

UCC § 2-612(3) - requires buyer to show that seller’s failure was a substantial impairment of the whole contract

Constructive Conditions Under the UCC

Question 12

Scavenger Inc. v. GT Interactive Software

Answer 12

Like the situation with installment contracts under the UCC, at common law if a contract is “divisible” - calling for successive, separate exchanges- a party’s rights under one exchange is not conditioned on the performance of all of the exchanges.

Contractual Recovery by a Party in Default

Question 13

Cantrell-Waind v. Guillaume Motorsports

Answer 13

Duty of good faith applies to condition precedent. A contracting party who delays, prevents, or impedes the condition from being met may excuse the condition.

Wrongful Prevention, Hindrance, and Noncooperation

Question 14

Wyler Summit Partnership v. Turner Broadcasting

Answer 14

A party may waive condtitions that were built into the contract that are solely for that party’s benefit - even if condition now may benefit the other party

Waiver, Estoppel, and Election

Question 15

Wyler 2.0

Answer 15

1. Was provision provided exclusively for the benefit of the party?
2. Was provision specifically not included for the benefit of the other party

Waiver, Estoppel, and Election

Question 16

Burger King v. Family Dining

Answer 16

A condition may be excused if its requirement
1. Will involve extreme forfeiture or penalty and
2. Its existence or occurrence forms no essential part of the exchange for the promisor’s performance

Relief from Forfeiture

Question 17

Western Hill, Oregon v. Pfau

Answer 17

If there is a condition that is subject to a party’s satisfaction, the party may not avoid performance based on dissatisfaction if the dissatisfaction is based on a condition the party already knew at the time of the formation

Conditions of Satisfaction

Question 18

Hochster v. De La Tour

Answer 18

Once a party is informed by the other party that they intend to breach, they may file suit for the breach at the time of receiving the notice prior to the breach

Prospective Performance and Breach by Repudiation

Question 19

Cherwell-Ralli v. Raitman Grain

Answer 19

An aggrieved seller may, upon the buyer’s constitent failure to pay, cancel an entire installments contract. However, if a party preemptively breaches in anticipation of the other’s breach, that party may be liable for damages.

Prospective Performance and Breach by Repudiation