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Condition precedent

A condition precedent is an event, fact, or state of affairs that must occur or be fulfilled before a right, duty, obligation, or interest under a contract or other legal instrument arises or becomes enforceable.^[1]^[2] This concept ensures that parties are not bound until specified prerequisites are met, thereby protecting against premature performance or vesting.^[1] In contract law, conditions precedent are commonly used to delay the effectiveness of an agreement until certain events happen, such as obtaining regulatory approvals, completing due diligence, or satisfying performance milestones.^[2] For instance, in real estate transactions, a home inspection may serve as a condition precedent to the activation of a mortgage, allowing the buyer to back out if the property fails to meet standards.^[2] Similarly, in insurance contracts, the occurrence of an insurable event like a fire must precede any duty to pay claims.^[1] Courts often interpret such clauses strictly but may construe them as promises rather than strict conditions to avoid unjust forfeiture of rights.^[1] Beyond contracts, conditions precedent apply in property law, where they govern the vesting of interests, such as a devise in a will that requires the beneficiary to reach a certain age or achieve an educational milestone before inheriting.^[1] They are also prevalent in business contexts like mergers and acquisitions, where preconditions such as shareholder approvals must be satisfied prior to closing.^[2] Unlike a condition subsequent, which terminates an existing right upon occurrence, a condition precedent prevents the right from arising in the first place; concurrent conditions, by contrast, involve simultaneous mutual obligations.^[1] In jurisdictions following the Restatement (Second) of Contracts, the term "condition" is used broadly without specifying "precedent," and such conditions may be subject to rules like the rule against perpetuities to ensure timely vesting.^[1]

Fundamentals

Definition

A condition precedent is an event, act, or circumstance that must occur or be fulfilled before a party's contractual duty to perform arises or a legal right becomes enforceable.^[1] This concept applies across legal contexts, such as contracts and property interests, where the fulfillment of the condition serves as a prerequisite to triggering obligations or vesting rights.^[1] Under the Restatement (Second) of Contracts, a condition is defined as "an event, not certain to occur, which must occur, unless its non-occurrence is excused, before performance under a contract becomes due." The essential elements of a condition precedent include a requirement of uncertainty regarding its occurrence at the time of contract formation, ensuring it is not a guaranteed event but one contingent on future developments. Fulfillment is evaluated under an objective standard, focusing on whether the event has reasonably transpired rather than on a party's subjective intent or satisfaction.^[3] Importantly, a condition precedent is distinct from mere promises or covenants, which impose independent duties enforceable through damages rather than excusing performance altogether if breached.^[3] The primary purpose of a condition precedent is to allocate risk between parties by delaying the onset of performance obligations until a specified level of certainty is achieved, thereby preventing premature enforcement or liability in uncertain scenarios.^[4] It allows contracting parties to structure agreements that hinge on external events or acts, promoting fairness by excusing non-performance absent fulfillment.^[3] In terms of basic mechanics, satisfaction of the condition precedent activates the relevant duty or right, making the obligation enforceable; failure to satisfy it excuses performance and may prevent contract formation or the vesting of interests altogether.^[1] If the condition becomes impossible through no fault of the parties or leads to unjust forfeiture, courts may excuse its non-occurrence to avoid inequity.^[3]

Historical Development

The concept of condition precedent originated in medieval English common law, drawing from feudal real property practices where conditions attached to land grants determined the vesting of estates or performance of services. In early cases like Ughtred’s Case, as interpreted by Lord Coke, conditions were viewed as integral to executed grants, requiring punctual fulfillment before any estate could vest, reflecting a rigid approach to liability without mutual remedies.^[5] This doctrine was influenced by Roman law's condicio, a provision making contractual effects dependent on a future uncertain event, which shaped civil law systems but indirectly informed English developments through scholarly study in the 12th century.^[6] During the 16th and 17th centuries, equity courts played a pivotal role in refining condition precedent to address the strictures of common law, emphasizing parties' intentions and mutual remedies over technical formalities. Cases such as Pembrook v. Barkley (1596) distinguished conditions from independent covenants in deeds, while Whitchcocke v. Fox (1616) treated bilateral agreements as enforceable based on reciprocal promises, reducing reliance on specific wording.^[5] Equity's intervention, as seen in remedies-focused decisions like Hayes v. Bickerstaffe (1675), mitigated common law's independency doctrine by interpreting clauses as dependent where justice required, fostering flexibility in assumpsit actions post-Slade’s Case (1602).^[5] By the late 18th century, Lord Mansfield's ruling in Kingston v. Preston (1773) classified conditions as independent, dependent, or concurrent, prioritizing intent to promote fairness in performance obligations.^[5] The 19th century saw codification efforts that embedded condition precedent in statutory frameworks, notably the Sale of Goods Act 1893, which implied conditions on title, description, and quality as prerequisites to the buyer's duty to accept goods, standardizing commercial transactions.^[7] In the United States, the doctrine was adopted through English precedents, evolving to stress objective fulfillment of conditions as discerned from the parties' manifested intent, as refined in the Restatement (Second) of Contracts (1981), which treats conditions generally without the "precedent" qualifier to focus on contractual duties arising only upon occurrence. Parallel developments in civil law jurisdictions, such as the French Civil Code of 1804's treatment of condition suspensive (suspensive conditions) under Articles 1168–1170, where obligations depend on future events, highlight conceptual similarities but underscore common law's case-driven trajectory. In the 20th and 21st centuries, condition precedent has shifted toward enhancing commercial certainty in international contracts, influenced by UNCITRAL's Convention on Contracts for the International Sale of Goods (CISG, 1980), which implies conditions of conformity and delivery as prerequisites to remedies, promoting uniform interpretation across borders without rigid formalism.^[8] This evolution reflects a broader emphasis on predictability in global trade, balancing traditional common law principles with modern economic needs.^[9]

Applications in Law

In Contract Law

In contract law, a condition precedent serves as an event or occurrence that must take place before a party becomes obligated to perform under the agreement, thereby playing a critical role in contract formation by suspending the enforceability of the contract until fulfillment.^[1] For instance, parties may agree that obtaining regulatory approval is a condition precedent to the existence of a binding contract, ensuring that no enforceable obligations arise until the approval is secured.^[10] This mechanism allows parties to negotiate terms contingent on external factors, preventing premature commitment in uncertain scenarios.^[3] Once a contract is formed, conditions precedent often act as triggers for performance, where a party's duties remain suspended until the specified condition occurs, such as securing financing approval in a real estate sales agreement before the buyer must close the transaction.^[11] If the condition fails to materialize without fault attributable to the obligated party, that party is excused from performance, avoiding liability for non-fulfillment.^[3] However, if one party actively prevents the condition's occurrence, this constitutes anticipatory repudiation, allowing the non-preventing party to treat the contract as breached immediately and seek remedies without waiting for the performance date. Conditions precedent in contracts are classified as express or implied. Express conditions are explicitly stated in the agreement, such as a clause requiring written notice before obligations arise, making their satisfaction unambiguous and strictly enforced.^[1] Implied conditions, by contrast, are inferred from the parties' intent or the nature of the obligation, often involving good faith efforts, like an implied requirement that a seller conduct reasonable due diligence before delivery in a supply contract.^[3] Courts interpret implied conditions based on the contract's purpose and surrounding circumstances to promote fairness without rewriting the agreement. The consequences of a breached or unfulfilled condition precedent depend on fault and context. Without fault, the non-occurrence excuses performance entirely, discharging the conditional duty and potentially leading to contract rescission if the condition was essential to formation.^[11] In sales contracts governed by the Uniform Commercial Code (UCC), section 2-615 excuses a seller's delay or non-delivery if performance has become impracticable due to a failure of presupposed conditions beyond their control, provided they notify the buyer seasonably and make reasonable efforts to mitigate.^[12] Remedies for issues involving conditions precedent vary by scenario. If a party prevents fulfillment, the aggrieved party may claim damages for the resulting breach, including costs incurred in attempting to satisfy the condition, or pursue specific performance once the impediment is removed. Rescission is available if the condition's failure undermines the contract's core purpose, restoring parties to their pre-agreement positions.^[3] Under UCC § 2-615 for sales, excused sellers may still recover partial payments or expenses, while buyers can seek cover or damages if the excuse is invalid.^[12] In commercial contexts, conditions precedent are prevalent in loan agreements, where lenders often require satisfactory due diligence, such as financial audits or collateral appraisals, before disbursing funds.^[13] Similarly, in mergers and acquisitions, shareholder approval or antitrust clearance serves as a condition precedent to closing, protecting parties from proceeding without necessary consents and mitigating regulatory risks.^[14] These examples illustrate how conditions precedent facilitate complex transactions by aligning performance with verifiable milestones.^[15]

In Property Law

In property law, a condition precedent refers to an event, act, or requirement that must be fulfilled before a property interest vests, title passes, or certain obligations arise in transactions involving real estate. Unlike general contractual conditions, those in property contexts often tie directly to the transfer of immovable assets, ensuring compliance with legal, regulatory, or practical prerequisites to protect title integrity and marketability.^[16] In real estate conveyances, conditions precedent commonly govern the passage of title, such as the completion of a property survey to verify boundaries or obtaining zoning approvals before a deed becomes effective. For instance, under California law, these conditions delay vesting until specified acts occur, preventing title transfer if impossible or unlawful. Similarly, in installment land contracts, full payment serves as a condition precedent to final title conveyance. Failure to satisfy such conditions results in the estate remaining unvested, potentially creating a cloud on title that impairs salability until resolved.^[16]^[16] Deeds and restrictive covenants frequently incorporate conditions precedent to enforce land use restrictions, requiring prior performance for an estate to vest. Georgia Code § 44-6-41 distinguishes these from subsequent conditions, mandating fulfillment—such as environmental clearance for development—before property rights attach, with courts preferring interpretations that favor vesting through damages over forfeiture. Environmental condition precedents, for example, may stipulate remediation or regulatory approvals before development proceeds, ensuring compliance with site-specific standards.^[17]^[18] In lease agreements, conditions precedent often trigger tenant obligations upon the landlord's fulfillment of prerequisites, such as building inspections or governmental permits. These clauses may condition the lease's effectiveness on the landlord recovering possession from prior tenants or securing approvals like building permits within a set period, allowing termination and deposit refunds if unmet. For commercial properties, due diligence on property condition, including inspections, serves as a precedent to binding tenancy.^[19]^[19] Foreclosure proceedings and lien enforcement rely on conditions precedent, such as borrower default and mandatory notice periods, before initiation. In Texas, federal rules prohibit foreclosure on home loans until delinquency exceeds 120 days, followed by a 20-day notice of default allowing reinstatement. Default events thus act as triggers, with non-judicial processes requiring court orders and 21-day sale notices thereafter.^[20]^[20] Statutory frameworks reinforce these conditions for priority and validity. In the U.S., recording statutes establish priority among competing claims, where recording a deed or interest often functions as a condition precedent to protection against subsequent bona fide purchasers, varying by race, notice, or race-notice jurisdictions. Under England's Law of Property Act 1925, sections like 45 and 59 outline statutory conditions in sales and conveyances, while section 84 permits modification of restrictive covenants, implying precedents for enforceability in transfers.^[21]^[22]^[23] Failure to meet a condition precedent in property law carries significant risks, including voidable titles where the transfer remains binding until rescinded, particularly if induced by fraud or incapacity. For example, unfulfilled conditions can lead to automatic non-vesting or forfeiture in special limitations, reverting title to the grantor. Equitable defenses like estoppel may arise, barring denial of title if a party's conduct induces reliance, such as allowing apparent ownership that affects innocent third parties.^[24]^[24]

In Wills and Estates

In wills, a condition precedent refers to a requirement that must be satisfied before a beneficiary's interest in a legacy vests or becomes distributable. For instance, a testator may specify that a bequest to a child vests only upon the beneficiary reaching the age of 25 or entering into marriage with the consent of specified family members.^[25]^[26] Such conditions delay the transfer of property until the event occurs, ensuring the testator's intent aligns with the beneficiary's life circumstances at the time of fulfillment.^[27] In trusts and estates, condition precedents often govern the timing of distributions from testamentary trusts established under a will. Common triggers include the completion of probate proceedings or the satisfaction of all creditor claims against the estate, which must precede any payout to beneficiaries.^[25] These mechanisms protect the estate's integrity by prioritizing administrative and debt-resolution steps before inheritance flows to heirs.^[28] Conditions precedent in testamentary instruments are categorized as either legal (enforceable by courts) or moral (advisory and non-binding). Legal conditions impose mandatory obligations, while moral ones express the testator's ethical preferences without legal force. However, conditions requiring illegal acts, such as committing a felony, are void as contrary to public policy, rendering the associated gift unenforceable or allowing it to vest unconditionally.^[29]^[30]^[31] The fulfillment of a condition precedent is generally assessed with reference to the time of the testator's death, as this marks when the will takes effect and interests begin to vest. If a condition lapses without fulfillment—such as a beneficiary failing to meet an age threshold by a specified date—the legacy may fail, potentially redirecting the property to alternative beneficiaries, the residuary estate, or intestacy distribution if no fallback clause exists.^[32]^[33]^[34] Jurisdictional variations influence the application of conditions precedent. In the United States, the Uniform Probate Code (UPC) addresses future interests in wills under Article II, treating survival as an implied condition precedent and simplifying vesting rules to avoid unnecessary contingencies, as seen in sections like 2-707 on survivorship for future interests.^[35]^[36] In England, while the Wills Act 1837 primarily governs formalities, common law principles under its framework permit conditions precedent but subject them to scrutiny for compliance with public policy, with lapsed conditions often falling into residue absent contrary intent.^[37]^[38] Courts apply judicial scrutiny to conditions precedent for issues like vagueness or impossibility, potentially voiding ambiguous terms that prevent clear enforcement or impossible requirements arising post-death. In such cases, reformation may occur to align with the testator's probable intent, striking the condition while preserving the gift, particularly under modern equitable doctrines in jurisdictions allowing will reformation for scrivener's errors or ambiguities.^[29]^[34]^[27]^[39]

Condition Subsequent

A condition subsequent is an event or state of affairs that, if it occurs after a duty has arisen or an interest has vested, operates to discharge or terminate an existing obligation or right.^[40] Unlike arrangements where performance is delayed until a prerequisite is met, this mechanism allows the initial vesting of rights, which can later be divested upon the happening of the specified event.^[40] For instance, in an insurance policy, the insurer's duty to pay a claim may be discharged as a condition subsequent if the insured fails to file suit within the policy's specified time limit, thereby discharging the insurer's ongoing duty.^[41] The mechanics of a condition subsequent involve an initial conferral of rights or duties that remain in effect until the terminating event transpires, at which point the obligation ends without automatic reversion in some contexts—often requiring affirmative action by the benefited party.^[42] In property law, for example, a grant of a fee simple subject to a condition subsequent vests possessory ownership in the grantee, but upon breach of the condition (such as non-use for a specified purpose), the grantor holds a right of entry to reclaim the estate, rather than an automatic termination.^[42] This contrasts with condition precedent, where the event must occur before any duty or interest arises, delaying vesting entirely; in condition subsequent scenarios, the timing is post-obligation, shifting the focus to ongoing fulfillment.^[40] Regarding burden of proof, the party asserting termination (the conditionor) must demonstrate the occurrence of the event, whereas in condition precedent cases, the party seeking enforcement (the conditionee) bears the burden to prove fulfillment or non-nonoccurrence.^[11]^[41] Applications of conditions subsequent appear prominently in leases and property grants, where they facilitate termination for breaches while preserving initial stability. In lease agreements, a tenant's failure to maintain the property or comply with use restrictions may trigger termination, but the landlord typically must exercise a right of reentry rather than relying on automatic divestment.^[43] Similarly, in land grants, a condition subsequent might create a reversionary interest for the grantor if the grantee diverts the property from its intended purpose, such as ceasing operation as a public park.^[42] The policy rationale underlying this device emphasizes encouraging sustained compliance with obligations once assumed, as it avoids indefinite delays in performance while providing a safeguard against future non-adherence or unforeseen risks. Courts apply legal tests to conditions subsequent with caution, employing strict construction to disfavor interpretations that lead to forfeiture of vested rights, thereby promoting stability in transactions.^[42] Additionally, many jurisdictions impose notice requirements before termination can take effect, ensuring the obligor has an opportunity to cure the breach; this aligns with principles in authoritative sources like the Restatement (Second) of Contracts, which interpret doubtful terms against creating conditions that terminate duties.^[44] In property contexts, the Restatement (Third) of Property recognizes similar protections in fee simples subject to conditions subsequent, requiring explicit language and affirmative steps for enforcement to prevent inequitable divestitures.^[45]

Concurrent Conditions

Concurrent conditions in contract law refer to mutually dependent obligations where each party's performance serves as a condition precedent to the other's duty to perform, requiring simultaneous fulfillment for the obligations to arise.^[46] Unlike sequential conditions, concurrent conditions impose no order of precedence; instead, both parties must tender performance at the same time, such as in a real estate closing where the buyer delivers payment concurrently with the seller transferring title.^[47] The mechanics of concurrent conditions emphasize reciprocity and readiness: one party cannot place the other in default without first offering their own performance, and failure by one to tender simultaneously excuses the other's obligation, potentially discharging the contract if time is of the essence.^[47] Courts often imply these as constructive conditions in bilateral exchange contracts to prevent one party from demanding performance without risk, as seen in historical cases like Kingston v. Preston (1773), where mutual readiness was required before enforcement.^[47] These conditions commonly arise in straightforward bilateral contracts, such as cash sales of goods where payment and delivery occur simultaneously, or service exchanges like a builder completing work at the moment of final payment.^[46] For instance, in a simple goods transaction, the seller's tender of delivery conditions the buyer's duty to pay, mirroring everyday retail exchanges.^[47] Enforcement of concurrent conditions typically requires substantial performance rather than strict adherence, allowing recovery for minor deviations if the overall value promised is delivered, as established in Jacob & Youngs, Inc. v. Kent (1921).^[3] Failure to perform substantially leads to mutual excuse, with remedies limited to damages rather than specific performance, unless the non-breaching party has already tendered.^[3] In sales of goods, the Uniform Commercial Code provides statutory support under § 2-507, which conditions the buyer's duty to accept and pay upon the seller's tender of delivery, ensuring simultaneity unless otherwise agreed.^[48] In practice, concurrent conditions are rare in complex transactions due to the logistical challenges of true simultaneity, often being restructured as sequential conditions precedent to allocate risks more predictably and reduce disputes.^[47] This conversion promotes practicality in multifaceted deals, such as multi-party mergers, where phased obligations better align with real-world execution.^[47]

Case Law

Key Cases

One of the earliest English cases addressing conditions precedent, Pordage v. Cole (1669), involved a contract for the sale of land where the purchaser sought to withhold payment until the vendor conveyed title. The King's Bench held that the vendor's obligation to convey was not a condition precedent to the purchaser's payment obligation; instead, the promises were independent covenants, allowing each party a remedy for the other's breach without strict sequential performance.^[49] This decision emphasized the distinction between true conditions precedent, which must occur before any duty arises, and mutual covenants where breaches give rise to damages rather than excuse from performance.^[49] Subsequent English jurisprudence refined this in Kingston v. Preston (1773), a lease assignment dispute where the plaintiff agreed to provide surety for future payments in exchange for the defendant's transfer of a silk mercer business and associated leases. The Court of King's Bench ruled that furnishing the security was an express condition precedent to the defendant's duty to execute the transfer, excusing the defendant from performance until the condition was satisfied and illustrating how dependent covenants in commercial leases require sequential fulfillment to avoid injustice.^[50] In the United States, Hochster v. De La Tour (1853) marked a pivotal development by recognizing anticipatory breach in relation to conditions precedent. The plaintiff, hired as a courier for a European tour commencing June 1, sued immediately after the defendant's May repudiation. The court held that such clear renunciation constitutes a breach, operating as a condition precedent that discharges the innocent party's remaining obligations and permits suit before the performance date, thereby protecting against futile waiting.^[51] This principle, adopted widely in American law, addressed uncertainty in timing by allowing proactive remedies.^[51] American courts further implied conditions precedent in commercial contexts through Wood v. Lucy, Lady Duff-Gordon (1917), an exclusive endorsement agency agreement where the defendant granted the plaintiff sole rights to market her fashion designs for half the profits, without explicitly requiring promotional efforts. The New York Court of Appeals, per Justice Cardozo, implied a condition precedent of reasonable efforts and good faith performance, deeming the contract "instinct with an obligation" to prevent one party from gaining benefits without reciprocal action.^[52] This ruling established that exclusive dealings inherently impose duties to fulfill conditions in good faith, even if unstated.^[52] For cross-border elements, ACE Capital Re Overseas Ltd. v. Central United Life Insurance Co. (2002) enforced an arbitration clause in an international reinsurance agreement under the New York Convention, where arbitration was explicitly a condition precedent to any lawsuit. The Third Circuit upheld the clause's validity, compelling arbitration before judicial relief and demonstrating how U.S. courts apply conditions precedent to facilitate international dispute resolution while adhering to Convention standards for written agreements.^[53] Overall, these cases illustrate judicial approaches to conditions precedent: resolving ambiguity through mutual intent and dependency analysis, invoking the prevention doctrine to estop parties who obstruct fulfillment, and demanding clear evidentiary standards—such as proof of reasonable efforts or repudiation—to determine breach or excuse.^[3]

Modern Interpretations

In the post-2000 era, interpretations of conditions precedent in international sales contracts have increasingly emphasized commercial reasonableness, particularly under Article 79 of the United Nations Convention on Contracts for the International Sale of Goods (CISG), which excuses non-performance due to impediments beyond a party's control if they could not reasonably have been foreseen or avoided. Courts applying the CISG have required parties to demonstrate that failure to satisfy a condition precedent stemmed from such an impediment, promoting predictability in global trade by interpreting clauses to align with reasonable commercial expectations rather than strict literalism.^[54] In the United States, cases like Ashland Global Holdings, Inc. v. SuperAsh Remainderman Ltd. (2025) illustrate this trend in merger-related contexts, where the Ohio Supreme Court strictly enforced a timely notice condition precedent for lease renewals tied to a corporate acquisition, rejecting equitable relief for negligent delays and underscoring the need for precise fulfillment to avoid forfeiture in high-stakes transactions.^[55] Technological advancements have introduced conditions precedent reliant on digital verification mechanisms, notably in blockchain-enabled smart contracts, where obligations are triggered only upon on-chain confirmations such as cryptographic proofs of payment or asset transfer.^[56] These systems automate satisfaction of precedents through immutable ledgers, reducing disputes over fulfillment but raising challenges in integrating with traditional legal remedies when code-based conditions fail due to technical vulnerabilities or oracle inaccuracies.^[57] For instance, smart contracts in decentralized finance often condition fund releases on blockchain-verified events like multi-signature approvals, reflecting a shift toward self-executing precedents that prioritize efficiency and transparency in cross-border agreements.^[58] Policy developments have shown a reduced tolerance for ambiguous conditions precedent, favoring contractual certainty through stricter judicial scrutiny and the influence of international frameworks like the UNIDROIT Principles of International Commercial Contracts (2016), which mandate good faith in pending fulfillment to prevent parties from prejudicial actions.^[59] Under these principles, Article 5.1.5 prohibits reliance on a condition's non-fulfillment if a party has acted contrary to cooperative duties, encouraging clearer drafting to mitigate risks of invalidation.^[60] This aligns with broader trends in common law jurisdictions, where courts increasingly interpret ambiguous precedents against the drafter to uphold commercial predictability.^[61] Jurisdictional updates further reflect this evolution, with EU Directive 93/13/EEC on unfair terms in consumer contracts requiring conditions precedent to be plainly stated and intelligible to avoid unenforceability, thereby protecting consumers from hidden triggers in standard-form agreements. In England, recent Supreme Court rulings, such as those examining frustration doctrines in light of contractual conditions, have clarified overlaps by holding that unfulfilled precedents do not automatically invoke frustration unless the event fundamentally alters the obligation's nature, as seen in analyses post-Fibrosa Spolka Akcyjna v. Fairbairn Lawson Combe Barbour Ltd. adaptations.^[62] These decisions emphasize distinguishing self-induced non-fulfillment from supervening events to maintain contractual stability. The COVID-19 pandemic highlighted challenges in treating force majeure clauses as conditions precedent, with U.S. courts denying relief where pandemics were not explicitly listed, requiring strict alignment with contract language for excuse from performance.^[63] Similarly, evolving standards for material adverse change (MAC) clauses as merger conditions precedent have tightened, with post-2008 financial crisis precedents like Akorn, Inc. v. Fresenius Kabi AG (2018) establishing that MAC events must be durationally significant and company-specific to justify termination, influencing drafting to include quantitative thresholds for materiality.^[64] This has led to more robust carve-outs and measurement periods in agreements to balance risk allocation amid economic volatility.^[65]

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For a real understanding of the conditions precedent and subsequent, it is essential to establish the context in which the terms operate. The un- fortunate ...
[42]
fee simple subject to a condition subsequent | Wex - Law.Cornell.Edu
A fee simple subject to a condition subsequent is a possessory estate in land. It is a type of fee simple ownership similar to a fee simple absolute.
[43]
Condition Subsequent (US) | Practical Law - Westlaw
If the lessee breaches a condition subsequent, the lease does not automatically terminate. The lessor instead must make an affirmative act of reentry to do so.
[44]
Condition Subsequent in Contracts Explained - UpCounsel
Rating 5.0 (4,491) Aug 21, 2025 · Key Takeaways. A condition subsequent is an event or circumstance that, once triggered, ends an existing contractual obligation.
[45]
Restatement (Second) of Contracts §235 | H2O - Open Casebooks
(1) Full performance of a duty under a contract discharges the duty. · (2) When performance of a duty under a contract is due any non-performance is a breach.
[46]
[PDF] What's in the Third and Final Volume of the New Restatement of ...
The freehold estates were the fee sim- ple absolute, the fee simple determinable, the fee simple subject to a condition subsequent, the fee simple subject to an ...
[47]
concurrent condition | Wex | US Law | LII / Legal Information Institute
Concurrent condition is a mutually dependent condition in a contract that must be performed simultaneously with another condition of the contract.
[48]
[PDF] The Story of Contract Law: Implementing the Bargain - CALI
[¶13] Concurrent conditions are conditions precedent which are mutually dependent, and the only important difference between a concurrent condition and a ...
[49]
2-507. Effect of Seller's Tender; Delivery on Condition.
Tender of delivery is a condition for the buyer to accept and pay. If payment is due on delivery, the buyer's right to retain is conditional on payment.Missing: simultaneous | Show results with:simultaneous
[50]
Cases and Materials : Pordage v. Cole | H2O - Open Casebooks
Besides, the damages sustained by the parties would be unequal, if A.'s covenant were held to be a condition precedent. 1 H. Black. 279, Duke of St. Alban's v.
[51]
Kingston v. Preston :: United Kingdom Case Law, Court Opinions ...
It was an action of debt, for non-performance of covenants contained in certain articles of agreement between the plaintiff and the defendant.Missing: surety leases analysis
[52]
Hochster v. De La Tour - Justia Law
The only ground on which the condition can be dispensed with seems to be, that the renunciation may be treated as a breach of the contract.Missing: anticipatory | Show results with:anticipatory
[53]
Wood v. Lucy, Lady of Duff-Gordon :: 1917 :: New York ... - Justia Law
The defendant gave an exclusive privilege. She was to have no right for at least a year to place her own indorsements or market her own designs except through ...Missing: condition precedent
[54]
Casetext
**Summary of Kutko v. Edwin I. Weitzman & Associates**
[55]
[PDF] ACE Capital Re Overseas v. Central United Life, 307 F. 3d 24 - US
The Agreement contains an arbitration clause that states, in pertinent part: As a condition precedent to any right of action hereunder, if any dispute shall ...
[56]
[PDF] Reasonable Standards for Contract Interpretations under the CISG
It argues that when there are ambiguities, the general principles on which the CISG is based imply that courts should interpret the contracts to promote.
[57]
[PDF] Ashland Global Holdings, Inc. v. SuperAsh Remainderman, Ltd ...
Aug 14, 2025 · Speedway, L.L.C. (“Speedway”) subleases the properties from Ashland. ... as a condition precedent to the renewal of a lease, where such failure.Missing: merger | Show results with:merger
[58]
https://blog.chain.link/embedding-smart-contracts-into-our-legal-fabric-2/
[59]
From smart legal contracts to contracts on blockchain: An empirical ...
The objective is to provide an assessment of both the advantages and limitations associated with smart legal contracts.
[60]
Embedding Smart Contracts Into Our Legal Fabric - Chainlink Blog
Nov 12, 2019 · We explore the construction of current legal agreements and how they may evolve into smart contracts.
[61]
[PDF] UNIDROIT PRINCIPLES 2016
Jan 2, 2022 · The main objective of the fourth edition of the UNIDROIT. Principles is to take better into account the special needs of long- term contracts.
[62]
CHAPTER 5 - Section 3 - UNIDROIT
The situation in which fulfilment of the condition is pending is specific and deserves special treatment in application of the general principle of good faith ...
[63]
Failure of a Condition Precedent Cannot be Cured and Does Not ...
Aug 5, 2022 · A condition precedent has been defined as a fact, other than mere lapse of time, which, unless excused, must exist or occur before a duty of immediate ...
[64]
Supreme Court clarifies limits on right to terminate a contract for non ...
Jul 12, 2022 · The decision sounds a cautionary note for a party looking to avoid a contract for non-fulfilment of a condition. Prior to doing so, the party ...Missing: frustration | Show results with:frustration
[65]
COVID-related force majeure litigation in U.S. courts - Hogan Lovells
Survey of U.S. court decisions on the application of force majeure provisions based on COVID-19 and related government actions.
[66]
[PDF] The Evolution, Purpose, and Future of Material Adverse Change ...
A MAC Clause is present in one form or another in most merger and purchase agreements. Its purpose is generally to allocate risk among the parties after signing ...
[67]
[PDF] The Material Adverse Change Clause Revisited
What role do material adverse change clauses play in merger agreements? This Note analyzes the increasing importance of material adverse change.