Failure of a condition excuses the dependent performance entirely, unlike breach of a promise which supports damages. Conditions may be express or constructive, and courts disfavor construing terms as conditions.
Waiver and excuse may relieve the condition.
Alternative Names:
Precedent Condition|Condition to Performance
Why it Matters?
Courts construe ambiguous terms as promises rather than conditions to avoid forfeiture, which means language intended to create a condition must be explicit using words like if, provided that, or on condition that. Notice and documentation requirements are frequently drafted ambiguously and then construed as promises, which converts what was intended as a bar into a damages claim. Precise conditional language is what preserves the intended effect.
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Frequently asked questions
How do courts treat ambiguous terms?
What is the practical consequence?
