Conditions cont. + Substantial Performance setup

Today we finish conditions by adding the term that does double duty — the promissory condition — and then begin the move that dominates the next class: from express conditions read strictly to constructive conditions softened by substantial performance.

When a term is both a promise and a condition

R2d § 224 / § 225. Recall the baseline: a condition qualifies a duty without creating one, so its non-occurrence discharges the duty but is not a breach. The promissory condition is the case where a single term does both. The party both promises to make the event happen and conditions the other side’s duty on its occurrence. Failure is then both a discharge of the other party’s duty and a breach of the promise.

R2d § 237. A material failure of one party’s performance suspends the other’s remaining duties: each party’s duty to render performance is constructively conditioned on there being no uncured material failure by the other. This is the doctrinal bridge from Kingston’s dependent covenants into substantial performance.

R2d § 241. Whether a failure is material is judged by factors — the extent the injured party loses its expected benefit, can be compensated, and the breaching party’s forfeiture, likelihood of cure, and good faith. We meet these factors in full next class; today they tell us why a trivial deviation does not fail the constructive condition.

Cases

Internatio-Rotterdam, Inc. v. River Brand Rice Mills (2d Cir. 1958) is the promissory condition. The buyer’s notice of shipping destination was the only way the seller could deliver, so giving timely notice was a condition precedent to the seller’s duty to ship — and a promise, because otherwise the buyer’s commitment would be illusory. December delivery was of the essence; the buyer’s late notice was both failure of a condition (letting the seller rescind) and a breach. (Linked case page covers the dependent-covenant lineage; the citation appears in the deck.)

Morrison v. Bare (Ohio Ct. App. 2007) is the contrast: an express condition that is only a condition. Its failure discharged the buyer’s duty but gave him no enforcement leverage.

Jacob & Youngs v. Kent (N.Y. 1921), previewed today, reads an express pipe specification as a constructive condition and excuses a trivial, innocent deviation to avoid forfeiture. That is the seed for next class.

What you should be able to do

Identify a promissory condition and explain the dual consequence of its failure. Distinguish an express condition that only qualifies a duty from one a court will treat as constructive. State why § 237 makes performance mutually dependent. Next class applies the § 241 factors to measure when a deficiency tips from substantial performance into material breach.