R2d § 225

Effects of the Non-Occurrence of a Condition

R2d § 225 Effects of the Non-Occurrence of a Condition
(1) Performance of a duty subject to a condition cannot become due unless the condition occurs or its non-occurrence is excused. (2) Unless it has been excused, the non-occurrence of a condition discharges the duty when the condition can no longer occur. (3) Non-occurrence of a condition is not a breach by a party unless he is under a duty that the condition occur.

Professor's notes

Elements: (1) performance of a duty subject to a condition cannot become due unless the condition occurs or its non-occurrence is excused; (2) unless it has been excused, the non-occurrence of a condition discharges the duty when the condition can no longer occur; (3) non-occurrence is not a breach by a party unless he is under a duty that the condition occur.

Common misunderstanding: students think a failed condition is a breach. Subsection (3) is explicit: not unless there is a duty that the condition occur. A pure condition's non-occurrence just discharges the other party's duty: no liability flows. The exception is the promissory condition, where failure both discharges the counterparty AND creates liability.

Text

R2d § 225. Effects of the Non-Occurrence Of a Condition.

(1) Performance of a duty subject to a condition cannot become due unless the condition occurs or its non-occurrence is excused.

(2) Unless it has been excused, the non-occurrence of a condition discharges the duty when the condition can no longer occur.

(3) Non-occurrence of a condition is not a breach by a party unless he is under a duty that the condition occur.