⚡ 10-Second Rule
A condition is an "only if" trigger — until it happens, the duty it guards never switches on.
🧒 ELI-10 Scene
Grandma Rosa tells her grandson Theo, "I'll bake you a peach pie Sunday, only if it rains Saturday." Saturday is sunny. No pie. Theo didn't do anything wrong. Grandma didn't break her word. The trigger just never fired, so the promise never woke up. Now compare Theo's chore deal: mow the lawn, get ten dollars. Theo mows the whole lawn but misses one thin strip. He still gets paid, minus a little. Some triggers demand perfection. Some deals only demand a solid, honest job.
⚖️ Actual Rule
A condition is a trigger the parties cannot count on happening: some uncertain future event that has to take place before one side's duty to perform ripens — and if the trigger never fires and is not excused, the duty never comes due (Restatement (Second) of Contracts § 224, paraphrased). Express conditions — created by the parties' language ("on condition that," "provided that," "only if") — require strict compliance; substantial performance does not satisfy them. Constructive conditions of exchange — implied by law to sequence the parties' performances — are satisfied by substantial performance. In Jacob & Youngs v. Kent, 230 N.Y. 239 (1921), Cardozo explained that "an omission, both trivial and innocent, will sometimes be atoned for by allowance of the resulting damage, and will not always be the breach of a condition to be followed by a forfeiture." A condition precedent must occur before a duty arises; a condition subsequent cuts off a duty that already exists, and chiefly shifts the burden of proof to the party invoking it. Conditions may be excused by: waiver (voluntary relinquishment of a non-material condition's protection, no new consideration needed); prevention (a party whose wrongful conduct or bad-faith hindrance keeps the condition from occurring cannot rely on its nonoccurrence — Restatement § 245, paraphrased); and disproportionate forfeiture (a court may excuse the nonoccurrence of a non-material condition where enforcing it would cause disproportionate forfeiture — Restatement § 229, paraphrased). Courts also prefer interpretations that reduce the risk of forfeiture (Restatement § 227, paraphrased).
ELI-10 translation: an "only if" written by the parties must happen exactly; law-made triggers just need honest, nearly complete work.
🔍 Ask These Questions
- Is there conditional language — "only if," "on condition that," "provided that"? (Did the people themselves write an "only if" switch?)
- If express, did the event occur exactly? (A written trigger needs a perfect match, not a close one.)
- If the sequencing comes from law, not language, was there substantial performance? (Law-made triggers accept an honest, nearly finished job.)
- Is it precedent or subsequent — does the event start a duty or kill one? (Does the trigger turn the promise on, or shut it off?)
- Was the condition excused — waiver, prevention, or disproportionate forfeiture? (Did someone give up the trigger, block it, or would enforcing it be brutally unfair?)
- If a condition fails without excuse, the guarded duty never becomes due. (No trigger, no duty — and usually nobody is the bad guy.)
⚠️ Bar Trap
Exam language: Examiners describe a party who renders substantial performance and invite you to conclude that an express condition — an architect's certificate, a stated deadline "of the essence," a satisfaction clause — is thereby satisfied. Substantial performance satisfies only constructive conditions; express conditions demand strict compliance unless excused. The companion trap runs the other way: a party who blocks the condition (never applying for the promised financing, dodging the inspector) then claims the condition failed.
ELI-10: "Really close" only works for triggers the law invented. A trigger the parties wrote must happen exactly. And you can't block the trigger yourself, then hide behind it.
🧪 Question
A buyer contracted to purchase a seller's lakeside cottage for $400,000, the agreement stating that the buyer's duty to close was "conditioned on Buyer obtaining a mortgage loan of at least $300,000 at an interest rate not exceeding 6% by June 1." Comparable loans were widely available in the region during the contract period. The buyer, having grown uneasy about lake flooding, never applied to any lender. On June 2, the buyer notified the seller that the financing condition had failed and refused to close. The seller sued for breach of contract.
Is the buyer liable?
(A) No, because the condition precedent to the buyer's duty to close never occurred. (B) No, because financing conditions are construed strictly against the party drafting them. (C) Yes, because nonoccurrence of the condition was excused by the buyer's failure to make reasonable efforts to obtain financing. (D) Yes, because conditions precedent are disfavored and courts will disregard them to avoid forfeiture.
Answer: (C). A financing condition carries an implied duty of good faith and reasonable efforts to bring the condition about. The buyer's total failure to apply — with qualifying loans available — is prevention: a party may not rely on the nonoccurrence of a condition its own conduct caused, so the condition is excused and the duty to close became due.
💡 Why the Wrong Answers Are Wrong
- (A) states the right starting rule but ignores excuse: prevention strips the buyer of the condition's protection.
- (B) invents a drafting-based construction canon that does not control here and would not license bad-faith inaction anyway.
- (D) overstates the law — courts respect express conditions; disfavoring forfeiture is an interpretive preference, not a license to erase conditions.
- ELI-10: The misconception is thinking a trigger protects you even when you blocked it. Block your own trigger, lose the trigger.
