Black-letter propositions
- 01
Express conditions generally require strict compliance unless excused by waiver, prevention, estoppel, or disproportionate forfeiture in appropriate cases.
- 02
Constructive conditions use substantial performance; a material breach suspends the other party's remaining performance.
- 03
Materiality considers benefit deprivation, compensation, forfeiture, cure likelihood, and good faith.
- 04
An uncured material breach can become total; a minor breach supports damages but not termination.
- 05
A party benefiting from a condition may waive it and sometimes retract waiver before reliance and before the condition is due.
Use this attack sequence under time
Frame the issue
Identify promise versus condition.
Resolve the next checkpoint
Classify express or constructive.
Resolve the next checkpoint
Determine compliance and possible excuse.
Resolve the next checkpoint
If breached, assess materiality and cure.
Finish the conclusion
State performance and damages consequences separately.
Common wrong turns
- Failure of a condition is not itself necessarily a breach.
- Substantial performance does not satisfy an express condition requiring exactness.
- A party that prevents a condition cannot rely on its failure.
Worked example
An owner promises payment 'only if' an independent architect issues a certificate, then blocks the architect's inspection.
The owner likely prevented the express condition and may not rely on its nonoccurrence. The builder's performance and any breach must still be assessed.
Practice this topic
Substantial performance
Cornell describes substantial performance as a common-law rule that compares the key terms and overall purpose of a contract to decide whether performance is sufficient. Actions need not explicitly match the terms if they fulfill the contract's purpose, but the doctrine applies only to immaterial variations. In the Jacob & Youngs v. Kent example, a contractor used a similar but different pipe, and the court held the contractor substantially performed and the owner recovered only the difference in value.
In applying the rule, a court considers the harm caused by the deviation, the parties' expectations and the intent of the party who deviated.
Conditions, and the contrast in sales of goods
Cornell defines a condition as a requirement or limitation in a contract that changes the rights and duties of those involved. If a party does not fulfill a condition, the other party may have a right to damages or to terminate.
In a sale of goods, UCC 2-601 gives the buyer, if the goods or tender fail in any respect to conform, the right to reject the whole, accept the whole, or accept any commercial unit and reject the rest. That is why a goods problem is analyzed under the perfect-tender rule and installment provisions instead of substantial performance.
Frequently asked questions
What is the controlling rule for conditions, substantial performance, and material breach?+
Express conditions require strict compliance unless excused; constructive conditions use substantial performance and material-breach principles to determine whether counterperformance is due.
How should I analyze conditions, substantial performance, and material breach on the bar exam?+
Identify promise versus condition. Classify express or constructive. Determine compliance and possible excuse. If breached, assess materiality and cure. State performance and damages consequences separately.
What is substantial performance?+
A common-law rule comparing key terms and purpose to decide whether performance suffices, applying only to immaterial deviations, according to Cornell's summary.
What was the result in Jacob & Youngs v. Kent as Cornell describes it?+
The contractor substantially performed by using a similar but different pipe, and the owner could recover only the difference in value.
What does a court consider under substantial performance?+
The harm caused by the deviation, the expectations of the parties and the intent of the party who deviated.
What is a condition in contract law?+
A requirement or limitation that changes the rights and duties of the parties, and if one party does not fulfill it the other may have a right to damages or to terminate.
How does the UCC change the analysis for goods?+
UCC 2-601 lets a buyer reject the whole, accept the whole or accept a commercial unit if goods fail in any respect to conform, subject to installment and remedy-limit provisions.