c. Excuse i. Breach: what type of breach is this? 1. Material a. One that undermines the substantial benefit of bargain i. Pay him 1k to paint house white, and then he paints it purple, you have not received substantial benefit of contract ii. They have the right to sue for damages and to suspend her performance obligations, they are excused because of other guys improper performance 2. minor a. slight deviation from contract performance
i. ex: forgets to paint a closet, you still receive substantial benefit of bargain. ii. You cannot excuse your contract obligations, you can still sue for damages though. ii. Failure of Conditions 1. Duty of performance if there are no conditions to performance or all those conditions are satisfied or excused. 2. What does it mean to have a condition? a. An event not certain to occur that may trigger or terminate a party’s performance obligations. b. Types of conditions: c. Condition of time i. Condition precedent: this trigger performance obligations, you need C.P. triggered first before any performance obligation it will trigger duty of performance 1. Ex: lease gym club space and pay you 1k if I am first able to sell 2k members. ii. Condition subsequent: cuts off duty of performance. 1. Ex: current duty to pay you 1k until the zoning in this neighborhood changes. 2. This will cut off my own performance obligations and I won’t pay you 1k anymore. iii. Concurrent conditions: simultaneous conditions 1. Ex: turn over deed, when buyer turns over case. 2. Think of words like if, until, provided that, so long as. d. Condition of source i. Express: by words 1. They are strictly construed, have to have 100% satisfaction under express a. Ex: buyer of house under condition it appraises at 200 and it comes at 199k this is failure of this condition precedent to occur ii. Implied conditions: substantial performance is enough 3. How conditions might be excused: a. Failure to cooperate: hindrance: i. Ex: first sell 2k memberships before I lease space from you. What I try to do is get out of this, so I try to hinder with poster by saying don’t buy memberships.
ii. Have to operate in good faith with your condition precedent b. Substantial performance: this will discharge an implied condition. i. Close is good enough c. Equitable waiver or estoppel i. Estoppel: based on statement made by person protected by a condition before condition event was to occur and requires change in condition of reliance 1. Ex: homeowner hires builder and agrees to pay progress payments provided they get a certificate from architect. ii. Waiver: based on statement protected by condition made after conditioning event failed to occurred 1. Ex: builder never gets certificate, and then she tells them its fine. The homeowner could have insisted on this, but she waived it. Excuse on condition.
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