promissory condition or condition or promise?

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jack duluoz
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promissory condition or condition or promise?

Postby jack duluoz » Mon Nov 22, 2010 9:13 pm

How does this fit into a hypo?

I see that it helps to define if there was a breach or just discharges a duty. Is there anything else to it?

Generic20101L
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Re: promissory condition or condition or promise?

Postby Generic20101L » Tue Nov 23, 2010 1:13 am

jack duluoz wrote:How does this fit into a hypo?

I see that it helps to define if there was a breach or just discharges a duty. Is there anything else to it?


I have no clue what a promissory condition is. If it is a condition it is a condition.

Conditions are things that if breached it is a material breach. The party in breach didn't substantially perform and neither party have to perform.

Promise, if breached is immaterial and the non-breaching party still has to substantially perform and can get damages later. It is messed up. You can completely induce someone to materially breach by immaterially breach and just rape them, but it is what it is.

A condition is basically the benefit bargained for, an essential function.

A promise is just a commitment to do something.

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dailygrind
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Re: promissory condition or condition or promise?

Postby dailygrind » Tue Nov 23, 2010 1:24 am

Generic20101L wrote:
jack duluoz wrote:How does this fit into a hypo?

I see that it helps to define if there was a breach or just discharges a duty. Is there anything else to it?


I have no clue what a promissory condition is. If it is a condition it is a condition.

Conditions are things that if breached it is a material breach. The party in breach didn't substantially perform and neither party have to perform.

Promise, if breached is immaterial and the non-breaching party still has to substantially perform and can get damages later. It is messed up. You can completely induce someone to materially breach by immaterially breach and just rape them, but it is what it is.

A condition is basically the benefit bargained for, an essential function.

A promise is just a commitment to do something.


this is not true at all. conditions can, or cannot be at the heart of the bargain. if a condition being fulfilled is at the heart of the bargain, it's nonoccurrence is a big deal, but it can also be the case that a condition is ancillary to the main bargain, and its breach does not void the contract because of substantial performance. moreover, promises can lie at the heart of the bargain, and a breach of a promise can void the entire contract. if the contract is complex enough (not a simple performance for a promise), the other party does not have to substantially perform on events that occur after the breach of promise in order to get a remedy.

whoops. i fucked up the part about the condition. take backsies.
Last edited by dailygrind on Wed Nov 24, 2010 12:07 am, edited 1 time in total.

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joobacca
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Re: promissory condition or condition or promise?

Postby joobacca » Tue Nov 23, 2010 2:13 am

Generic20101L wrote:
jack duluoz wrote:How does this fit into a hypo?

I see that it helps to define if there was a breach or just discharges a duty. Is there anything else to it?


I have no clue what a promissory condition is. If it is a condition it is a condition.

Conditions are things that if breached it is a material breach. The party in breach didn't substantially perform and neither party have to perform.

Promise, if breached is immaterial and the non-breaching party still has to substantially perform and can get damages later. It is messed up. You can completely induce someone to materially breach by immaterially breach and just rape them, but it is what it is.

A condition is basically the benefit bargained for, an essential function.

A promise is just a commitment to do something.


a condition cannot be "breached." if i remember contracts correctly, i think a condition creates or discharges a duty, which is a promise? so if a condition on a K is met (like finding suitable financing) then it creates a duty a party to do something (like buy a house). a promissory condition is both a promise and a condition.

i have no clue if any of that is right except for the condition cannot be breached part (but that's really an issue of language). a hornbook should explain it very clearly.

as for what OP said, i think the most important thing to know for an exam is to be able to identify the conditions, promises, and promissory conditions in a contract. that allows you to figure out if there's an obligation or not, whether there's a breach, whether interpretation can come in, etc.

Generic20101L
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Re: promissory condition or condition or promise?

Postby Generic20101L » Tue Nov 23, 2010 6:41 pm

dailygrind wrote:
Generic20101L wrote:
jack duluoz wrote:How does this fit into a hypo?

I see that it helps to define if there was a breach or just discharges a duty. Is there anything else to it?


I have no clue what a promissory condition is. If it is a condition it is a condition.

Conditions are things that if breached it is a material breach. The party in breach didn't substantially perform and neither party have to perform.

Promise, if breached is immaterial and the non-breaching party still has to substantially perform and can get damages later. It is messed up. You can completely induce someone to materially breach by immaterially breach and just rape them, but it is what it is.

A condition is basically the benefit bargained for, an essential function.

A promise is just a commitment to do something.


this is not true at all. conditions can, or cannot be at the heart of the bargain. if a condition being fulfilled is at the heart of the bargain, it's nonoccurrence is a big deal, but it can also be the case that a condition is ancillary to the main bargain, and its breach does not void the contract because of substantial performance. moreover, promises can lie at the heart of the bargain, and a breach of a promise can void the entire contract. if the contract is complex enough (not a simple performance for a promise), the other party does not have to substantially perform on events that occur after the breach of promise in order to get a remedy.


What did I say that is not true at all?

dakatz
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Re: promissory condition or condition or promise?

Postby dakatz » Tue Nov 23, 2010 6:44 pm

Generic20101L wrote:
dailygrind wrote:
Generic20101L wrote:
jack duluoz wrote:How does this fit into a hypo?

I see that it helps to define if there was a breach or just discharges a duty. Is there anything else to it?


I have no clue what a promissory condition is. If it is a condition it is a condition.

Conditions are things that if breached it is a material breach. The party in breach didn't substantially perform and neither party have to perform.

Promise, if breached is immaterial and the non-breaching party still has to substantially perform and can get damages later. It is messed up. You can completely induce someone to materially breach by immaterially breach and just rape them, but it is what it is.

A condition is basically the benefit bargained for, an essential function.

A promise is just a commitment to do something.


this is not true at all. conditions can, or cannot be at the heart of the bargain. if a condition being fulfilled is at the heart of the bargain, it's nonoccurrence is a big deal, but it can also be the case that a condition is ancillary to the main bargain, and its breach does not void the contract because of substantial performance. moreover, promises can lie at the heart of the bargain, and a breach of a promise can void the entire contract. if the contract is complex enough (not a simple performance for a promise), the other party does not have to substantially perform on events that occur after the breach of promise in order to get a remedy.


What did I say that is not true at all?


First off, you said that "conditions are things that if breached are a material breach". You most certainly can have tiny immaterial breaches of conditions that don't relieve the other party of his obligations. It would be crazy to think that the tiniest variation from the stated conditions would completely allow the other side to stop performing if that variation is immaterial in light of the K. (Ex. I am having a house built but don't pay until the end. I want the countertop to be 1 inch thick. If it is 3/4 inch thick, I obviously still have to pay for the house since the breach was immaterial. Though I can recover on the breach based on the difference in value between the house I K'd for and the one I actually got. The difference would probably be very small)

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Re: promissory condition or condition or promise?

Postby missinglink » Tue Nov 23, 2010 6:56 pm

Conditions
Event not certain to occur, but must come before a duty is due, or an event that discharges that duty to perform

Conditions Precedent
A condition that must occur in order to create an absolute duty to perform—there is no duty owed until the conditional fact or event occurs.

Conditions Subsequent
Occurrence which extinguishes a previously absolute duty to perform. Party is excused from further performance.
Conditions subsequent are rare and disfavored by the courts—they will often be interpreted as conditions precedent.

Conditions Concurrent
Mutually dependent performances that are capable of nearly simultaneous performance by the parties. They occur when the parties to the K are bound to render performance at the same time.

CONDITIONS VS. PROMISES

Nonoccurrence of a condition is not a breach of K, but failure to perform a promise is a breach.

Intent – the parties’ intent determines whether a provision is a promise or a condition

Terms– words like “provided”, “if”, “when” indicate a condition. Words such as “promise” or “agreed” indicate that a promise was intended.
Express conditions require unambiguous language (“if and only if” “unless and until”)

Generic20101L
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Re: promissory condition or condition or promise?

Postby Generic20101L » Tue Nov 23, 2010 11:10 pm

First off, you said that "conditions are things that if breached are a material breach". You most certainly can have tiny immaterial breaches of conditions that don't relieve the other party of his obligations. It would be crazy to think that the tiniest variation from the stated conditions would completely allow the other side to stop performing if that variation is immaterial in light of the K. (Ex. I am having a house built but don't pay until the end. I want the countertop to be 1 inch thick. If it is 3/4 inch thick, I obviously still have to pay for the house since the breach was immaterial. Though I can recover on the breach based on the difference in value between the house I K'd for and the one I actually got. The difference would probably be very small).

No, you cannot. Conditions have to be performed 100 percent to the letter.

Something like you are describing, if not SPECIFICALLY MENTIONED AND REFERRED TO AS A CONDITION, is a promise.

There is no such thing as an immaterial breach of a condition.

dakatz
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Re: promissory condition or condition or promise?

Postby dakatz » Tue Nov 23, 2010 11:20 pm

Generic20101L wrote:First off, you said that "conditions are things that if breached are a material breach". You most certainly can have tiny immaterial breaches of conditions that don't relieve the other party of his obligations. It would be crazy to think that the tiniest variation from the stated conditions would completely allow the other side to stop performing if that variation is immaterial in light of the K. (Ex. I am having a house built but don't pay until the end. I want the countertop to be 1 inch thick. If it is 3/4 inch thick, I obviously still have to pay for the house since the breach was immaterial. Though I can recover on the breach based on the difference in value between the house I K'd for and the one I actually got. The difference would probably be very small).

No, you cannot. Conditions have to be performed 100 percent to the letter.

Something like you are describing, if not SPECIFICALLY MENTIONED AND REFERRED TO AS A CONDITION, is a promise.

There is no such thing as an immaterial breach of a condition.


So you honestly believe that, if someone built me a house with a counter a quarter inch thinner than I told him to, that I would be totally excused from paying him? Its written into the K that I want counters 1 inch thick, so its a condition.

Edit: Went and looked it up in Farnsworth just to make sure I wasn't mistaken: "An immaterial breach does not amount to the nonoccurrence of a constructive condition...so the injured party is not entitled to suspend, though it may claim damages for partial breach". Essentially word for word of what I said.

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joobacca
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Re: promissory condition or condition or promise?

Postby joobacca » Tue Nov 23, 2010 11:34 pm

you can't breach a condition

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Kiersten1985
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Re: promissory condition or condition or promise?

Postby Kiersten1985 » Tue Nov 23, 2010 11:58 pm

There's so much wrong in ITT it's hilarious.

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dailygrind
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Re: promissory condition or condition or promise?

Postby dailygrind » Wed Nov 24, 2010 12:16 am

Kiersten1985 wrote:There's so much wrong in ITT it's hilarious.


yeah, i definitely have some egg on my face. least i figured it out before exams come though.

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GeePee
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Re: promissory condition or condition or promise?

Postby GeePee » Wed Nov 24, 2010 3:26 am

Generic20101L wrote:First off, you said that "conditions are things that if breached are a material breach". You most certainly can have tiny immaterial breaches of conditions that don't relieve the other party of his obligations. It would be crazy to think that the tiniest variation from the stated conditions would completely allow the other side to stop performing if that variation is immaterial in light of the K. (Ex. I am having a house built but don't pay until the end. I want the countertop to be 1 inch thick. If it is 3/4 inch thick, I obviously still have to pay for the house since the breach was immaterial. Though I can recover on the breach based on the difference in value between the house I K'd for and the one I actually got. The difference would probably be very small).

No, you cannot. Conditions have to be performed 100 percent to the letter.

Something like you are describing, if not SPECIFICALLY MENTIONED AND REFERRED TO AS A CONDITION, is a promise.

There is no such thing as an immaterial breach of a condition.

This is certainly true under the Restatement. If you look at Section 225, performance does not become due until all events made conditions have occurred. This means that until the countertops are 1" thick, if we rely on the Restatement, then there is no duty to perform.

Under common law, it's not quite as clear, but I'd rather wait to comment on that until I have the relevant caselaw handy.

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Cupidity
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Re: promissory condition or condition or promise?

Postby Cupidity » Wed Nov 24, 2010 3:38 am

I like some of these formal answers, but they may not help you.

Maybe this will,

Promise:
I promise to give you 50$ for a ride. If I don't give you a ride, you sue me for breach.
Condition:
I promise to give you a rise on the condition it rains. If it doesn't rain, I don't give you a ride, and there is no breach.
Promissory Condition:
I promise if you are a good employee I won't fire you without cause. If you are a not a good employee, I need not fire you, but I damn well may. (compare this to a standard condition where, without rain, there is no K, whereas here, there is still a contract)

A little sad you left out a conditional promise, but whatever.

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Re: promissory condition or condition or promise?

Postby Omerta » Wed Nov 24, 2010 10:05 pm

dakatz wrote:
Generic20101L wrote:First off, you said that "conditions are things that if breached are a material breach". You most certainly can have tiny immaterial breaches of conditions that don't relieve the other party of his obligations. It would be crazy to think that the tiniest variation from the stated conditions would completely allow the other side to stop performing if that variation is immaterial in light of the K. (Ex. I am having a house built but don't pay until the end. I want the countertop to be 1 inch thick. If it is 3/4 inch thick, I obviously still have to pay for the house since the breach was immaterial. Though I can recover on the breach based on the difference in value between the house I K'd for and the one I actually got. The difference would probably be very small).

No, you cannot. Conditions have to be performed 100 percent to the letter.

Something like you are describing, if not SPECIFICALLY MENTIONED AND REFERRED TO AS A CONDITION, is a promise.

There is no such thing as an immaterial breach of a condition.


So you honestly believe that, if someone built me a house with a counter a quarter inch thinner than I told him to, that I would be totally excused from paying him? Its written into the K that I want counters 1 inch thick, so its a condition.

Edit: Went and looked it up in Farnsworth just to make sure I wasn't mistaken: "An immaterial breach does not amount to the nonoccurrence of a constructive condition...so the injured party is not entitled to suspend, though it may claim damages for partial breach". Essentially word for word of what I said.


If you've written into the K that the counters are supposed to be 1 inch thick that's not a condition, it's a duty. See Jacobs & Young v. Kent 230 N.Y. 239.

1. A constructive condition isn't the same thing as a condition. A constructive condition is something the court imputes into a K to avoid injustice (I say I'm going to pay you 100 dollars for mowing my lawn but I pay you in canadian money, you sue and court constructively introduces the understanding that the payment was supposed to be in US dollars).

2. Violation of a condition is, by its nature, a material breach that allows for cessation of performance. You're conflating conditions and duties. Conditions have to be expressly claimed in a K unless something super wacky happens. Writing into the K "I want 1 inch counters" isn't a condition. The courts are not going to constructively make that promise a condition. You would get nominal damages. In your hypo, if there was substantial performance then the house owner would get a small remedy for the substantial performance with minor defects.

I think that people are confusing condition and duty/promise. Please correct me if I'm wrong.

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jack duluoz
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Re: promissory condition or condition or promise?

Postby jack duluoz » Wed Nov 24, 2010 10:45 pm

thanks, guys. I think i pretty much figured it out when i turned to the E&E. It's easy to get bogged down on these terms, but the outcome is pretty obvious in an actual hypo.

man, i wish generic was in my section. lol

ogurty
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Re: promissory condition or condition or promise?

Postby ogurty » Wed Nov 24, 2010 11:01 pm

I've never seen TLS get a simple substantive 1L question so, so wrong..good job guys

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stocksly33
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Re: promissory condition or condition or promise?

Postby stocksly33 » Wed Nov 24, 2010 11:21 pm

A promise and a condition are pretty straight forward.

I didn't see anyone explain a promissory condition... a promissory condition is a promise that the obligee will make a good faith effort to satisfy a condition. Promissory conditions are typically elastic.

Ex - a K is dependent on a condition that the retailer promises to sell the supplier's products to the best of the retailer's ability, and if this condition is met, the retailer gets % of profits and more products.

Renzo
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Re: promissory condition or condition or promise?

Postby Renzo » Wed Nov 24, 2010 11:59 pm

Jesus, people. Get some avatars so I can tell you all apart.

Generic20101L
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Re: promissory condition or condition or promise?

Postby Generic20101L » Thu Nov 25, 2010 4:18 pm

dakatz wrote:
Generic20101L wrote:First off, you said that "conditions are things that if breached are a material breach". You most certainly can have tiny immaterial breaches of conditions that don't relieve the other party of his obligations. It would be crazy to think that the tiniest variation from the stated conditions would completely allow the other side to stop performing if that variation is immaterial in light of the K. (Ex. I am having a house built but don't pay until the end. I want the countertop to be 1 inch thick. If it is 3/4 inch thick, I obviously still have to pay for the house since the breach was immaterial. Though I can recover on the breach based on the difference in value between the house I K'd for and the one I actually got. The difference would probably be very small).

No, you cannot. Conditions have to be performed 100 percent to the letter.

Something like you are describing, if not SPECIFICALLY MENTIONED AND REFERRED TO AS A CONDITION, is a promise.

There is no such thing as an immaterial breach of a condition.


So you honestly believe that, if someone built me a house with a counter a quarter inch thinner than I told him to, that I would be totally excused from paying him? Its written into the K that I want counters 1 inch thick, so its a condition.

Edit: Went and looked it up in Farnsworth just to make sure I wasn't mistaken: "An immaterial breach does not amount to the nonoccurrence of a constructive condition...so the injured party is not entitled to suspend, though it may claim damages for partial breach". Essentially word for word of what I said.


Court would interpret it as a promise.

Reading Pipe case.

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Nom Sawyer
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Re: promissory condition or condition or promise?

Postby Nom Sawyer » Thu Nov 25, 2010 4:29 pm

Generic20101L wrote:
dakatz wrote:
Generic20101L wrote:First off, you said that "conditions are things that if breached are a material breach". You most certainly can have tiny immaterial breaches of conditions that don't relieve the other party of his obligations. It would be crazy to think that the tiniest variation from the stated conditions would completely allow the other side to stop performing if that variation is immaterial in light of the K. (Ex. I am having a house built but don't pay until the end. I want the countertop to be 1 inch thick. If it is 3/4 inch thick, I obviously still have to pay for the house since the breach was immaterial. Though I can recover on the breach based on the difference in value between the house I K'd for and the one I actually got. The difference would probably be very small).

No, you cannot. Conditions have to be performed 100 percent to the letter.

Something like you are describing, if not SPECIFICALLY MENTIONED AND REFERRED TO AS A CONDITION, is a promise.

There is no such thing as an immaterial breach of a condition.


So you honestly believe that, if someone built me a house with a counter a quarter inch thinner than I told him to, that I would be totally excused from paying him? Its written into the K that I want counters 1 inch thick, so its a condition.

Edit: Went and looked it up in Farnsworth just to make sure I wasn't mistaken: "An immaterial breach does not amount to the nonoccurrence of a constructive condition...so the injured party is not entitled to suspend, though it may claim damages for partial breach". Essentially word for word of what I said.


Court would interpret it as a promise.

Reading Pipe case.



Generic is correct here... A court will often avoid reading something as a condition precedent if 1) its immaterial in relation to the contract and 2) if it is not EXPLICITLY stated THROUGHOUT as a condition precedent...

However, if it fails those two tests, then you don't have a breach you have absolutely NO CONTRACT if the condition is not performed.

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JazzOne
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Re: promissory condition or condition or promise?

Postby JazzOne » Thu Nov 25, 2010 4:49 pm

Kiersten1985 wrote:There's so much wrong in ITT it's hilarious.

For example, the expression "in ITT."

Generic20101L
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Re: promissory condition or condition or promise?

Postby Generic20101L » Thu Nov 25, 2010 5:04 pm

jack duluoz wrote:thanks, guys. I think i pretty much figured it out when i turned to the E&E. It's easy to get bogged down on these terms, but the outcome is pretty obvious in an actual hypo.

man, i wish generic was in my section. lol


So you could borrow my notes?

dakatz
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Re: promissory condition or condition or promise?

Postby dakatz » Thu Nov 25, 2010 11:35 pm

I was incorrectly mixing up the terms. that was definitely the source of my confusion.

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Re: promissory condition or condition or promise?

Postby Fleetoffoot4 » Wed Mar 20, 2013 10:14 pm

A Conditional Promise (whether the condition is precedent to the promise or concurrent with the promise contingent on it) is a promise to do something i.e. buy a house, if the stated condition occurs. It it is a conditional promise, the non-occurance of that condition does not amount to a breach of the contract - it merely means the promise contingent on that condition is not "due and owing" - i.e. the party does not have a duty to perform the promise because the condition has not come about.

One of the above post stated that a constructive condition is not the same as a condition - this is incorrect. a condition is a condition - whether it is express (stated explicitly as a condition in the K, thus requiring strict performance of that condition in order for it to have occurred) or whether it is constructive (meaning the event is not expressly stated in the K as a condition to the promise, but the court has construed it as a condition precedent to the performance of that promise - where it is a constructive condition - substantially performance of that condition is sufficient to make the promise contignet on that event become due and owing). whether express or implied/construed by the court- it is still a condition.

for the non-occurance of a condition to amount to a breach of K, it must be a promissory condition - a promise to bring about a condition; the condition is a promise as well as a condition. For example, a contract that states S will deliver a Rolls Royce on friday to B, and B will pay the following monday- delivery of the car is a promissory condition precedent to payment for the car. If S fails to make the condition (delivery) occur - this failure has two effect when it is a promissory condition: it excuses B's performance (payment) and gives B a COA for breach of contract.




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