Contracts Rules 7

Promise: contractual provision purporting to be a statement by the party required to perform.

Condition: statement by the non-performing party, it is a condition.

The failure of a condition relieves a party of the obligation to perform; the failure of a promise constitutes breach.

Court will imply that builder or employee must perform first (at least “substantially”) before the other side’s performance (the payment of money) becomes due.

Condition precedent: condition that precedes obligation to perform. Plaitniff has burden of proving condition occurred.

Condition subsequent: condition after which duty to perform is discharged. Defendent has burden of proving that the condition was satisfied.

Personal aesthetic taste: Not satisfied until individual has determined that the work is satisfactory. Must decline satisfactory status only in GOOD FAITH.

Not involving aesthetic taste: examined against the reasonable person standard.

Constructive conditions. Express conditions and contracts for the sale of goods require full compliance.

The seller must transfer ownership of the goods to the buyer and tender goods conforming to the warranty obligations (conveys good title, has right to transfer, goods delived unencumbered).

• Waiver (but may be retracted if before condition is due and nonwaiving party has not yet relied on waiver)
• Wrongful interference
• Election
• Estoppel