Conditions and promises Forum

[arvcondor]

Didn't find anything recent on this, even though I know there are some old threads (though they were unclear).

As I understand, the failure of a promisor to fulfill a material condition discharges the promisee from duty completely. However, the failure of a promisor to fulfill a promise does not discharge the duty of the promisee but merely gives him cause to sue for breach.

I'm trying to understand an example in which this would ever be the case. When would you enter into a contract in which someone didn't fulfill a material promise and still be obligated to perform your own duty?

[zomginternets]

If non-performance of a promise creates a material breach of the contract, then you are excused from return performance, but so for non-material breaches. Breach of a material condition always excuse return performance (I guess there could be non-material conditions, but then I don't think they really count as "conditions" if they don't need to be fulfilled in order for the obligation to come into effect). You need to do a multifactor analysis to determine what counts as material v. non material, and also whether it's partial or total.

[Verity]

You might be thinking about substantial performance, where even though there's been material breach, the injured party still has to perform, but can sue for damages.

[arvcondor]

If non-performance of a promise creates a material breach of the contract, then you are excused from return performance, but so for non-material breaches. Breach of a material condition always excuse return performance (I guess there could be non-material conditions, but then I don't think they really count as "conditions" if they don't need to be fulfilled in order for the obligation to come into effect). You need to do a multifactor analysis to determine what counts as material v. non material, and also whether it's partial or total.

I was under the impression that the condition had to be material as well in order for the duty to be discharged. For example, if there is a condition that doesn't get to the heart of the contract – e.g., sale of house is expressly conditional upon seller's approval of buyer's shoes – the breach of that condition wouldn't actually discharge the duty? That seems like an example in which there could well be a non-material condition.

[zomginternets]

If non-performance of a promise creates a material breach of the contract, then you are excused from return performance, but so for non-material breaches. Breach of a material condition always excuse return performance (I guess there could be non-material conditions, but then I don't think they really count as "conditions" if they don't need to be fulfilled in order for the obligation to come into effect). You need to do a multifactor analysis to determine what counts as material v. non material, and also whether it's partial or total.

I was under the impression that the condition had to be material as well in order for the duty to be discharged. For example, if there is a condition that doesn't get to the heart of the contract – e.g., sale of house is expressly conditional upon seller's approval of buyer's shoes – the breach of that condition wouldn't actually discharge the duty? That seems like an example in which there could well be a non-material condition.

It might have been explained differently in your class, but the way we learned it was that by definition a condition means that the contractual obligations are contingent upon the occurrence of some event, and thus non-occurrence of that event necessarily discharges teh obligation. What you've described as a non-material condition, I would not define as a condition at all. I think the difference just lies in labels, not in the actual theory.

[sundance95]

I think express conditions are per se material.

[Verity]

Conditions "precedent" and conditions "subsequent" make some difference. For instance, a general contractor clearly stating that it will not pay subcontractors until the owner pays up is a condition precedent (if owner does not pay, general contractor does not have to pay subcontractors). A general contractor clearly stating that payments will be made within 45 days of receipt of payment from owner is a condition subsequent (it just sets up a timeline for payment, not a necessary condition for payment).