Types of Conditions
What is a condition in contract law?
An event, not certain to occur, that must occur before a party’s performance becomes due.
What level of performance is required for an express condition?
Strict compliance.
What is repudiation?
A clear and unequivocal refusal to perform a contractual obligation.
What test applies to personal satisfaction clauses?
Subjective test — honest dissatisfaction.
What is waiver in contract law?
The voluntary relinquishment of a known contractual right or condition.
What is an express condition?
A condition explicitly stated in the contract that must be strictly complied with.
What level of performance satisfies a constructive condition?
Substantial performance.
What is anticipatory repudiation?
A repudiation that occurs before performance is due.
What test applies to commercial satisfaction clauses?
Objective test — reasonable person standard.
What is estoppel?
Preventing a party from asserting a right because another party relied on their conduct to the contrary.
What is a constructive condition?
A condition inferred by courts to protect expectations; it only requires substantial performance.
When will courts excuse the nonoccurrence of a condition?
When excusing it prevents forfeiture or the other party caused its failure.
What can the non-breaching party do after anticipatory repudiation?
Treat it as a total breach, await performance, or suspend performance.
When will a court imply an objective standard for satisfaction?
When performance concerns commercial or technical quality.
What is interpretation to avoid forfeiture?
Courts will interpret contract terms flexibly to avoid a harsh result.
What are concurrent conditions?
Mutual obligations that are conditional upon each other happening simultaneously.
What is the doctrine of prevention?
A party cannot prevent a condition and then rely on its nonoccurrence.
Can a repudiating party retract its repudiation?
Yes, unless the non-breaching party has relied on it, canceled, or treated it as final.
Can a party reject objectively excellent work under a subjective satisfaction clause?
Yes, if they are honestly dissatisfied.
What is substantial performance?
Performance that, while imperfect, fulfills the essential purpose of the contract.
What is the "work before pay" default rule?
At common law, work must be completed before payment is due unless otherwise agreed.
What is the doctrine of election?
When a party waives a failed condition by continuing the contract, they can’t later claim breach based on it.
What rule does Rockingham County v. Luten Bridge establish?
The Duty to Mitigate Damages - A party cannot increase damages by continuing performance after repudiation.
What kind of condition is a satisfaction clause generally treated as?
An express condition.
Can a breaching party recover restitution for partial performance?
Yes, if the value of the benefit conferred exceeds the damage caused.