Contracts II

Express Condition


Three mitigating doctrines of express conditions:

  • Doctrine of Conditions
    Restatement Second of Contracts § 227

    Standards of Preference with Regard to Conditions

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    1. In resolving doubts as to whether an event is made a condition of an obligor's duty, and as to the nature of such an event, an interpretation is preferred that will reduce the obligee's risk of forfeiture, unless the event is within the obligee's control or the circumstances indicate that he has assumed the risk.
    2. Unless the contract is of a type under which only one party generally undertakes duties, when it is doubtful whether
      1. a duty is imposed on an obligee that an event occur, or
      2. the event is made a condition of the obligor's duty, or
      3. the event is made a condition of the obligor's duty and a duty is imposed on the obligee that the event occur, the first interpretation is preferred if the event is within the obligee's control.
    3. In case of doubt, an interpretation under which an event is a condition of an obligor's duty is preferred over an interpretation under which the non-occurrence of the event is a ground for discharge of that duty after it has become a duty to perform.
  • Waiver
  • Restatement Second of Contracts § 229

    Excuse of a Condition to Avoid Forfeiture

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    To the extent that the non-occurrence of a condition would cause disproportionate forfeiture, a court may excuse the non-occurrence of that condition unless its occurrence was a material part of the agreed exchange.