Morrison v. Bare

2007-Ohio-6788 (Ohio Ct. App. Dec. 19, 2007)

Ohio Court of Appeals, Ninth District · 2007

Rule

A condition is not the same as a promise. The non-occurrence of a condition discharges the duty that the condition qualifies but is not itself a breach. A buyer to whom a condition has failed cannot insist on a renegotiated price; the buyer's options are to walk away or to waive the condition and proceed.

Conditions vs. promises
Failure of condition
Buyer's remedies on condition failure

Learning outcomes

By the end of working with this case, you can:

distinguish A condition (failure discharges duty) from a promise (failure creates breach without discharging).
apply R2d § 224 / § 225 to a closing-conditions fact pattern, asking whether the operative language imposes a duty or qualifies one.
evaluate Whether ambiguous language should be construed as condition or promise where the result determines whether the deal collapses or merely yields damages.

Facts

Morrison agreed to purchase a home from Bare. The purchase agreement contained a contingency requiring satisfactory repair of an issue with the furnace. The furnace repair did not occur to Morrison’s satisfaction. Rather than walk away or waive the condition, Morrison sought to demand a reduced purchase price. The seller refused, and litigation followed over whether Morrison had a right to a price abatement.

Holding

The Ohio Court of Appeals held that Morrison had no right to demand a price reduction on the basis of the failed condition. The condition’s non-occurrence discharged Morrison’s duty to close at the agreed price; it did not entitle Morrison to rewrite the contract.

Reasoning

The court relied on the long-standing distinction between conditions and promises. A condition is an event whose occurrence (or non-occurrence) qualifies a duty; a promise is an undertaking that creates a duty. Failure of a condition releases the protected party from its own performance, but it does not give that party a damages claim or the right to insist on different terms; only a breach of promise generates those remedies. The furnace contingency was a condition to Morrison’s duty to close at the agreed price. When the condition failed, Morrison could walk away; Morrison could waive and close; Morrison could renegotiate by agreement. Morrison could not unilaterally impose a lower price.

Why it matters

Morrison is the modern teaching case for the condition/promise distinction. It punctures the common student instinct that any contractual contingency provides leverage for price adjustment. The case fits with Kingston v. Preston to anchor the chapter: Kingston establishes that conditions exist; Morrison shows what conditions do not do.

The trap

Treating any failure of a contractual contingency as a breach that produces damages or specific performance. Failure of a condition discharges the conditioned duty; it does not generate a damages claim against the party who failed to meet the condition (unless that party also promised the condition would occur). Students collapse condition with promise and try to extract leverage the doctrine does not give them.

The operational intuition the case is designed to break. Naming the trap is what the Socratic exchange is for.

Socratic ladder

The professor's scaffold for the in-class exchange. Each rung is a stage; the questions are scripted prompts, not the punchline.

Surfacing · 45 sec

Q. Morrison contracts to buy Bare's house. The contract has a 'special condition' that Bare provide a repair bill showing the cracked furnace heat exchanger has been fixed. Bare provides a bill showing the exchanger was inspected but not repaired. Morrison wants Bare either to fix it or to sell the house for less. Bare refuses. Morrison sues for specific performance. What result?

Look for: Instinct that Bare 'breached' by not delivering a proper bill, so Morrison should be able to compel sale or extract a price reduction. The operational read of contingency as leverage.

Holding · 45 sec

Q. What did the Ohio Court of Appeals hold?

Look for: No specific performance, no price reduction. Bare's failure was a failure of a condition, not a breach of a duty. Morrison's only options were to walk away or to waive the condition and close at the original price.

Reasoning · 120 sec

Q. Morrison felt cheated. He had a contract; Bare did not deliver the 'special condition'; the house went to another buyer. Why isn't this a breach the court will remedy?

Trap: Students treat failure of a condition as breach. It is not, unless the party also had a duty that the condition occur. The clause here imposed no duty on Bare; it qualified Morrison's duty.

Board: R2d § 225(3): non-occurrence of a condition is not a breach unless the party also had a duty that the condition occur.

Push back: Read R2d § 225(3). The non-occurrence of a condition is not a breach unless the party also had a duty that the condition occur. Did Bare promise to fix the furnace, or was the repair a condition to Morrison's duty?

Push to: A condition is an event that activates a duty. Failure of a condition means the conditioned duty never comes due. Morrison's duty to pay was conditioned on the repair bill; the condition failed; Morrison was discharged. He cannot then claim Bare owed him performance because the condition did not impose a duty on Bare. R2d §§ 224 (condition defined), 225 (effects of non-occurrence), 226 (how an event may be made a condition).

Hypothetical · 90 sec

Vary. Same facts, but the contract said: 'Seller warrants that the heat exchanger will be repaired before closing.' Same result?

Point: Shifting language from 'condition' to 'warrants' creates a duty rather than (or alongside) a condition. The failure is now a breach. Morrison has damages remedies and may have grounds for specific performance. Tests whether students see the drafting move that converts a Morrison structure into an Internatio-Rotterdam promissory-condition structure.

Integration · 60 sec

Q. You will draft real estate contracts. When does the client want a condition and when a promise? And why does the law police this distinction so strictly, rather than reading every contingency as giving the disappointed party both walkaway rights and damages?

Land: Condition for buyers who want the option to walk; promise for sellers (or buyers) who want enforcement leverage. The drafting choice allocates risk. Morrison polices the formal separation: the law refuses to manufacture duties parties did not assume. Chok-style screening: the rule sits on its own authority as a definitional move that keeps conditions and promises analytically distinct.

Morrison v. Bare, 2007-Ohio-6788 (Ohio Ct. App. Dec. 19, 2007).