Is there a Breach of Contract?

Question 1

Is there a Breach of Contract?

Answer 1

A breach of contract occurs when one party to the K does not perform after performance comes due. If there is substantial performance, then there is no breach.

Question 2

Is there a condition precedent?

Answer 2

Performance by one or both parties may be made expressly conditional in the K, and the conditions may precede the obligation to perform. This is known as a condition precedent. This K contains such a condition. The K states that the obligations of D were only due once “ XXXXXX. “ Therefore, unless “XXXXXX”, D’s performance was not due. P will argue ……. and D will rebut …….. Failure of a condition precedent will excuse performance.

Question 3

Parol Evidence Rule

Answer 3

Before signing a written agreement, parties typically negotiate their K through a series of conversations via phone calls, letters, faxes, e-mails, etc… When the contract is signed, it may or may not include all of the terms of these negotiations, or it may change the terms in some way. The Parol Evidence Rule generally prevents a party to a signed K from presenting prior extrinsic evidence that contradicts the terms of the written contract. However, The PER does not outlaw all statements. Statements to prove the existence of a condition precedent to the formation of the contract or statements that explain the meaning of a clause in the contract are admissible.

Question 4

Integration

Answer 4

Is the parties’ writing integrated, meaning that the parties intended it to be their final agreement. The parol evidence rule (PER) applies to integrated documents. This is accomplished by looking at the intent of the parties. The facts tell us there is a merger clause in the contract….. This clause causes the PER to apply, which means no prior or contemporaneous evidence is admissible that contradicts the terms of the integrated contract, unless there are other facts that make the PER inapplicable.