foreign Professor Tracy back with another contracts video and this one is on conditions to contract performance so this is something that is tightly connected to the previous lesson regarding breach and so how contract or conditions interplay with the concept of breaches something that will come out throughout the lesson so one of the things that's going to be a little bit different about this lesson is I'm going to work through some questions as we go through the material because I think looking at some actual questions to see how this plays out and to see how to identify what an Express condition and a constructive condition and the various types whether it's like a subsequent or a precedent condition or a concurrent are all important skills to have and I think seeing those in front of you is really helpful so let's get right at it since there's a lot to get through as I just sort of suggested through what I said there are two types of conditions when we were talking about contracts conditions one are what are called Express conditions and two is what are called constructive conditions or sometimes they're referred to as implied conditions so Express conditions are what they sound like in that they are expressly laying out or spelled out by the parties themselves whereas constructed conditions are implied by law so we'll start with a look at Express conditions so when we are thinking about them we're going to focus on just two types of Express conditions and those are a conditioned precedent and a condition subsequent there are also concurrent conditions which we'll touch on a little bit when we look at constructive conditions but as far as Express conditions go we're going to focus on precedent and subsequent so when we say a condition precedent what we're saying is that there is an event that must take place before somebody's legal duty to perform kicks in or sometimes it's not just their legal duty but it could be a right that they have is that that the ability to exercise that right is kicked in because the event occurs so maybe that's the event to terminate someone's contract or something along those lines because of the occurrence of some sort of event so but regardless of whether we're talking about conditioning somebody's Duty or their right when we talk about a conditioned proceeding what we mean is that there's an event that must occur before that legal duty to perform kicks in or before that right kicks in such that the person can exercise in so we can look at an example here with Bob and Bo says I need my lawn mode Bob are you available to do it on Friday afternoon yeah but only if I get my new lawnmower by Friday okay that'll work I sure hope you got your new lawnmower by then so here you might say why are you putting up the same thing that was said hey I want to keep these examples short because there's a lot to get through but B I want you to see where the condition is in this discussion this this oral agreement that they formed about mowing the lawn on Friday is that Bob says I will mow your lawn on Friday if right only if I get my new lawnmower by Friday so he's saying this is an event that must occur before my duty to perform on Friday kicks in and so if that's their agreement then that's then there is a condition precedent in that contract it is a condition proceeding to Bob's duty to perform to mow the lawn on Friday it is that he must get his lawnmower by then so that's an example of a condition precedent so what about subsequent subsequent is you want to think about a condition subsequent as a condition that actually cuts off the legal duty to perform or terminates a party's duty to perform so you're typically looking at situations where somebody has an ongoing duty to perform and that is cut off upon the occurrence of a particular event so it could be something like I will mow your lawn every week until the first until the first uh winter snow then it would say I the then I would have a ongoing Duty to mow your lawn until the occurrence of this event the first winter snow and when that winter snow falls that terminates my ongoing legal duty to mow your lawn that would be a conditioned subsequent we can see an example here with Bob and Barb there you are contracts is killing me dracy's a useless Professor would you be willing to tutor me help me Barb you're my only hope sure if you'll pay me a thousand dollars I'll tutor you every day at 5 PM in the library until the contracts exam the maker you're a real life saver Barb I'm happy to pay you a thousand dollars so for looking at this you're going to say well where is the condition subsequent that's what it's supposed to mean an example of it's this right so if you go back when Barb says I will tutor you every day at 5 PM in the library until the contracts exam she would have once once Bob agrees to this Arrangement they then have a contract under which Barb has an ongoing duty to tutor Bob at 5 PM in the library every day until the contracts exam and when the contract exam comes around that terminates or cuts off her duties she no longer has to perform that's a conditioned subsequent so let's look at one of these questions which of the following is a correct statement so a says a condition proceeding creates a duty to perform if the event that is the condition does not occur well that's wrong right it's if the event occurs then it's b a condition substance creates a duty to perform if that event that is the condition does occur well that's saying it creates a duty well we know that in fact it doesn't create any duty at all that's what a condition precedent would be doing a condition subsequent is actually terminating a duty so C it has to be right by process of elimination but we can read it it says the condition must have occurred before the duty to perform manifest for condition proceeding okay that sounds right or is terminated for a conditioned subsequent that sounds correct so C would be the correct answer there because it it correctly identifies how each of those can express conditions functions so two says which of the following duties contains an Express condition at noon on Friday restaurant shall deliver lunch to company there's no condition there right that's just that's just time it's just marking time it's saying at noon on Friday this Duty will occur right this your duty is to do what to deliver the lunch at noon on Friday there's nothing conditioning anything there you don't want to think that every time it's saying this is when you have to do something that that's a condition it would have to be conditioning something on an event and it's not B is though right because B says if restaurant receives an oral or written notice by when 11 A.M on Friday then restaurants shall deliver lunch to company at noon on Friday now the arrangement says what there is there's a condition proceeding to their duty to deliver lunch at noon on Friday which is what that they receive writ oral or written notice by 11 and about you know needing the food uh then that's when their Duty kicks in so it's an it's a condition perceived so B would be correct that one has a condition in it three says Beyond being expressed condition what type of condition is the one identified in question two I ruined it because I've already talked about it but when you're looking at that it's the notice has to happen or the yeah the notice the event here is the oral or written notice by 11 am that has to occur and that before the restaurant's duty to perform kicks in so that is a condition precedent and we know it's not concurrent we haven't seen any examples of that at all and indeed I've already said and looking at Express conditions we're not going to talk about concurrent conditions but it's it's going to be B and so that's our answer it's a condition proceeding so 4 says buyer enters into a contract with seller to purchase sellers home provided that so language of condition right provided that seller hires a termite inspector to inspect the home and the inspector certifies the home is free of termites the certification by the inspector is what okay what is it telling us that here that the seller has uh buyer enters into a contract was sell to what purchase the home but they only have to purchase it if what if seller hires the inspector and then the inspector certifies its termite free so that has to happen first before buyers duty to buy the home kicks in so again it would be a condition precedent situation so our overall analytic framework that we want to work with here with Express conditions is one we want to ask ourselves if we're looking at language in a contract and we're trying to decide is it a condition the question is is that what the parties intended did they intend to create a condition with the language at issue and so remember that's our that's sort of our North Star here that we want to effectuate the intent of the parties and so when we're looking to say is there an Express condition we only want to find that language is in is in Express condition rather than just a promise if that is indeed what the language appears to say and then if there is a condition we of course need to know if we're gonna if if the if the question of whether that condition is satisfied uh is at issue then we need to know has the event occurred right remember a condition is describing an event and we've got to ask has that the event and that is described by the condition has it in fact occurred and if it hasn't right remember the third part there is saying if it hasn't then is there some reason we might just excuse the condition and say well even though it didn't occur we're going to treat it as if it had we're going to excuse it so let's start at the beginning by saying did the parties intend to have a condition in the agreement how do we know what you're looking for is clear in unambiguous language and you could list a myriad of language I just have a few examples here of language like provided that or until and then last on the condition that if then as in the event that only if so long as providing upon before party must and and on and on and on we could go with all kinds of different language and I tried to point some of that language out as we just looked at those questions but in if there the thing to know is if it's doubtful if it's not clear and unambiguous that they wanted a condition then we would likely err on the side of saying it's a promise just part of what the party was promising and not a condition at all so an example it says whether a contract contains an Express condition it depends upon what the clear and underbaguous intent of the parties at the time that the condition occurs is that what we're looking at in here the only difference between these answers is the timing do we care about only when the condition occurs well obviously not right what we care about is what did they intend at formation at formation what did they intend because otherwise what is that even about why would how can a condition occur if you're not even clear it is a condition to begin with so it's kind of a is kind of illogical um but b b is the correct answer there so and so with a the primary thing or so with not a but with this first part of the analysis and looking at the party's intent it's about the language right looking at what language did they use did it look like a language of condition or the conditioning one thing upon another and when if we're then going okay has this condition occurred well how do we determine that if that's the question right because if somebody is saying I didn't have to perform because the condition didn't occur uh well then we need to decide did it or did it did it or did it not occur so to know that the key thing is this to know when we're talking about an Express condition we need strict compliance meaning that the occurrence of the event must strictly match the terms of the condition and so something key to understand there is if you have an Express condition substantial performance what we talked about in the previous lesson dealing with breach doesn't apply if we're talking about whether or not a Express condition is satisfied it does it need we need strict compliance no such thing as substantial performance so we focus in on that idea of strict compliance substantial performance doesn't imply and um and here the other thing to know and we will come back to this again uh when we look at some of the excuses but this last part on the slide here it says if a party has control over or not whether a condition occurs or some influence on it then they must comply with this implied obligation of good faith and fair dealing and so if for instance there's a condition saying that the buyer must get financing before they are obligated to buy the home then they are obligated to seek out that financing in good faith right they can't just sit on their Duff and watch soaps and eat bon bons and not actually do anything to try to get the financing they have to make a good faith effort to get it so we'll talk more about that as we go so question six as I said we're working I want to you know bring up some questions here and kind of work through them um as as examples it says buyer and seller enter into a contract for the sale of a house buyer's duty to purchase the house is conditioned on a bank giving buyer a loan to purchase the house buyer changes his mind about purchasing the property and never applies for a loan this is actually a surprise surprise kind of the example I just used is well how does that work if they never applied for the loan they is it says which of the following is the most accurate statement of the law although we require strict compliance this is also a situation where the buyer has influence over this over the Fulfillment of the condition right over the occurrence of the event they have to use good faith they can't just say oh look the condition didn't happen although I never even applied for a loan so there they can't do that and so if we're looking at this C would be the correct answer right because the condition was likely excused because buyer never tried to apply for a loan so we'll see when we look more at things some of the excuses that that's that's a likely outcome in a situation like this there was a condition proceeding but uh and we need strict compliance but the wrinkle here is that the buyer never acted in good faith or due diligence to try to get any sort of financing and therefore we would just it's likely the court would just excuse the condition meaning they would treat it as if it is satisfied so the answer here would be C so as we're going here it so we need strict compliance right so we we know the first part of our analysis we're going did the party intend uh to have did the parties intend to have a condition if they did uh we then want to ask well did the event that's described in that condition occur if that event did not occur is there some excuse the legal excuse that might be used to say that the condition should just be treated as as being satisfied anyhow as the event having occurred anyhow despite the fact that there was not strict compliance so there are four possible excuses that we're going to look at and those are waiver estoppel wrongful hindrance and an in forfeiture or an avoidance of forfeiture so let's look at start with looking at waiver waiver so waiver is what it sounds like that a party that the party that is protected by a condition they may choose not to enforce that condition they may say ah I don't care I'm waving in and we'll see the limitation to that is though you cannot waive a material condition unless it's supported by consideration and we'll talk about that in a second what that means so let's look at an example here we have Bob and Bo back at it here assuming it isn't raining on Friday I'll mow your lawn for the low low price of twenty dollars sounds good to me so here remember the the language was assuming assuming it doesn't rain right so if we were look at his language soon assuming it isn't raining on Friday so he says sounds good to me and then we says Bob wakes up on Friday and it's raining he calls Beau even though it's raining I plan to come mow the lawn this afternoon works for me oh see you soon so here when we're looking at that this is an example of waiver right where Bob this condition of where he goes assuming it's not raining then I will mow the lawn on Friday so it is raining right so the condition isn't satisfied because it is raining so the event hasn't taken place there hasn't been strict compliance and so we would say but he's waving it he goes even though it's raining I'll be there this afternoon and to mow the lawn he can do that right he can do it because the condition was intended to protect him so he's not out in the rain mowing the lawn so he can wave it Beau can't wave it Bo can't be like well I don't care if it's raining you I don't care if you get wet at all well of course he doesn't why would he care let's put an even finer point on it if we were looking at an example dealing with financing for a house where the condition says I have to get financing at uh at eight and a half percent or seven and a half percent in order to for me to have to buy the house right like that that's the condition proceeding and of course okay the buyer could waive that right say the buyer applies for finance and they only get it at eight percent not seven and a half and the the buyer's like ah I'm okay with that it's close enough I'll go I'm willing to still go forward with it they can waive the condition because it protects them and not and you can't look at that go well the seller should be able to waive it too why it doesn't protect the seller of course the seller is going to be like I don't really care what interest rate you get right 9 10 11 12 20 50 right of course those are all made up numbers but of course they don't care they would wave every day that wouldn't make sense if we say the other party could waive it it's only the party that's protected by the condition because that's the function of the condition in the case of the house and the function here with the lawn mowing same way as to protect Bob for him to be out in the miserable miserable weather and mow the lawn can he wave it yes can vote no so what about estoppel estoppel like like promissory stomple but it's not about when we're talking about estoppel in this case it's not about enforcing a promise and getting Reliance damages this is a stopple in the context of saying you know what you said that you would waive the condition or you promised that it didn't matter and that I didn't comply with the condition and therefore you should be stopped from now arguing that the condition isn't satisfied the event hasn't occurred so that is what we're talking about that kind of thing it is often closely connected with something like waiver and so one thing I didn't say but I said I would is I mentioned that generally a material condition cannot be waved you might say well why well think about it this way the most material way that conditions could be used are to actually just straight up order performance so you could say something like um I I will pay you like Bob and Bo could say something like I will uh I will pay you the thirty dollars if and only if you first mow my lawn so they've ordered their performance requiring Bob to go out first mow the lawn satisfy that condition and then and then that event would you know strict compliance the event would occur the condition would be satisfied and then beau's obligation to pay would kick in so that would be a way of using a condition precedent and express condition proceeding to order performance but it would also be a material condition why because that's it's at the heart of what the contract is about if if Bo were to say you know what don't worry about mowing the lawn I'll just pay you the twenty dollars well then it just becomes a gift right and that's why you say if you're going to make a change like that we require consideration because otherwise it it a it may totally got the contract or B it is of such a magnitude that it requires that we say this is basically a contract this isn't just a waiver of a condition it's actually the equivalent of a modification it requires uh consideration in order for that to take place so with estoppel let's look at an example here let's so here uh I forgot my space in my paragraph there between class and if it says the syllabus for Bob's contracts class uh says I forgot a couple things there says if you have more than three absences you will lose one grade increment if you have more than three absences you will lose one great increment so there um you have Bob going Professor I have pneumonia but I need to come to class I've already used up my absences Bob please don't come to class I promise I promise I won't dock your grade at the end of the semester okay I'll stay home so he is he is relying on this promise right so Tracy promises Bob that he won't hold this against him right I promise I won't doctor great at the end of the end of the semester he's saying don't worry about it I won't talk your grain so he's saying no big deal don't worry about it but yet at the end of the end of the semester the professor docks Bob's grade for exceeding the three absences so when we look at that we'd say okay it exceeds three absences he's docking the grade so what's the problem here when when the his Professor Tracy says I promise I won't dock your grade at the end of the semester that is that's a promise of I'm I'm I'm ignoring this I'm going to wave this I'm not going to worry about it and yet I don't so then that there's an argument to be made in that kind of situation for estoppel that's the kind of situation we're talking about what about wrongful hindrance so here hindrance could come up it in one of two ways you can you can kind of think about hindrance it could be the kind of situation we've already discussed where a party is the Fulfillment of the condition of uh is in some way dependent upon the party taking action it's within their control like applying for financing or you know going out and getting the new lawnmower whatever it may be and they don't do anything so they're hindering by their inaction by their bad faith they're hindering the Fulfillment of that the other way we would think of wrongful hindrance though is where the other party does something to prevent the Fulfillment of that so maybe uh you know and maybe it's far-fetched but an example of like contacting if it's financing for uh the purchase of a house it could be like contacting all the uh local banks and sort of poisoning the well for for the buyer such that people are suspicious of the buyer and you're saying well here's what they've done and they filed for bankruptcy in the past and I don't know if it's clear or not but they do this and they're kind of crazy so sowing down to try to make it to make it difficult for them to get financing so if we look at an example of Barb says Bo I'm happy to work with you to sell your house just know if I find you a buyer for your house and close by April 30th then you must pay a commission worse for me so Barb goes out finds a buyer who's ready to close by April 22nd so in advance of April 30th which would mean she gets a commission so Bo says that's great you found a buyer who can close so soon uh unfortunately I'm going to be out of town and unavailable until May 6th so Bo here is obviously making something up because why he doesn't want to have to pay the commission right he doesn't want to have to pay it so what is he doing he's lying to and saying he's not going to be in town so that the condition is not satisfied so closing occurs on May 6th Beau refuses to pay Barbara commission since it's after April 30th which is what Beau wanted and so there's wrongful hindrance when he is lying if it were actually true then that would be fine right but that's not the situation we have here he's lying it's in bad faith he's hindering the Fulfillment of the condition so what about the avoidance of a forfeiture well there what we're getting at is we're saying if we insist right realize requiring strict compliance will often have a harsh consequence right because it's got to happen exactly as agreed by the parties so remember in the context of an Express condition we need strict compliance and it's going to happen exactly as it's spelled out and if it doesn't then that condition isn't satisfied and then we look to see or is the condition excused for one of these Equitable doctrines we're running through right now when we're looking at these forfeitures saying okay is it unfair would it work a significant forfeiture in this situation to say that the condition is not satisfied because there's already been Reliance by that party on the contract maybe they've rendered part or all of their performance and be if we say that that condition is not satisfied they will not be getting the fruit of the contract so something like this I'd be delighted to have the chance to do your kitchen remodel just know it's going to cost you fifteen thousand dollars nah I kind I expected that kind of price just know that I'm only going to pay if I find you've done the work in a satisfactory manner sounds fair well I'm confident you'll be happy with my work great we have a deal then so Bo completes the remodeling of the kitchen and his work is objectively satisfactory so it is you know so it's objectively so but Bo says or Bob says your work your work looks fine Bo but neither me nor my pet fraud Freddy really love it I appreciate all you did but I'm not going to pay for something I don't like are you kidding me that's ridiculous you owe me fifteen thousand dollars and you're gonna pay me nothing for the labor and supplies I poured into your kitchen job oh good you do understand so in that situation right if you looking kind of a two back at two of these slides right here he's saying look this condition we agreed to which do not do not look at a condition like this where it's like to your personal satisfaction to go the whole thing's illusory no it's not it's not these kinds of things are done all the time and they are fine but they need to be complied within good faith when you have something like this to my personal satisfaction essentially um it would need to be done in good faith there's some other Nuance that comes in there but it does not make Bob's promise to pay illusory now in this case my point doing this is not to say wrongful hindrance although you could have a scenario where you classify a situation like this is wrong for hindrance if the person's acting in bad faith um but you also have a potential argument here for why I'm putting it which is that Bo's going to suffer significant forfeiture under my fact pattern Bob's saying I'm not satisfied and realize if this is in fact pegged to Bob's personal satisfaction then the fact that it's objectively okay work is irrelevant um so when you look at this you would say okay does it does it work right does does this is this is there a forfeiture well the result will be bo did as he describes it right he's done he's going to get nothing for all the time and labor and supplies that he poured into the job there'd be a significant forfeiture realize that the forfeiture it's a it's an academic argument as are these other ones so we can't say this is always the case this is the result will be this way the condition will always be excused the answer is no does he have a good argument that that it is likely that this is this seems like if we insist on his personal satisfaction here that and you know strict compliance with that that means I get nothing that that's a large forfeiture um and he obviously could potentially argue wrongful hindrance if he could show that Bob in fact does not think if he actually likes the word so here then looking at it that's our analytic framework of did the parties intend to have a condition and then if so has the event it has that condition occurred meaning has the event that's required by the condition occurred we require strict compliance with it and if it hasn't then we look to say is it excused by one of our four excuses so let's look at some more questions so seven says car salesman and car dealer enter into an oral Employment contract for a year where Carl salesman gets a base salary plus a twenty thousand dollar bonus what if car salesman sells over a thousand cars during one year period Cara salesman sells 999 cars during the year but car dealers not pay the bonus if the court finds it selling it was a condition to receive the bonus so that part of it's taken out of our hands right we're told the court says that's a condition right a condition proceeding to him receiving the bonus will cars Carl sail sorry Carr salesman not Carl car salesman receive the twenty thousand dollar bonus and so here we'd say well what do we require rear prior strict compliance right so the answer is no strict compliance there's no substantial performance so a is wrong there's no substantial performance B we're not concerned about that in this question right and it's so and C says yes because car dealer breached the duty of good faith and fair dealing why there's nothing to suggest that those were the terms and there's nothing to suggest otherwise um we do have this um but realize too if we were concerned if we were thinking about the statute of frauds I'd just be more than a year and this is this is exactly a year so it doesn't fall within the year category so the answer then is d as we said so eight says a land sale contract States upon approval by the zoning commission to rezone the property for commercial use buyers shall purchase the property from seller subject to buyer receiving financing from a bank so you look at this and it seems really unwieldy and it kind of is but I want to caution something to you very strongly grammatically you might look at this and go well this is the condition proceeding because it precedes the duty to buy the property and this is subsequent because it's after and you would be wrong and that's why I I have mentioned in other contexts grammatic like grammatically where this language is in the sentence that may be a guide to you it may help but June it's the function of the condition that we care about not where it is in the sentence or the paragraph and and so here both of these are things that must occur before before the buyer has to purchase right so if we're looking at this and going which facts describe the promise if you go back what is the promise here it's buy or shall purchase the property from seller right buyer shall purchase the property from seller then it says which facts describe the event that is the condition well there are two right there are two the upon approval so upon is language of condition upon and then subject two is language of condition so those are two those are two express conditions what are they right which facts describe the event that is the condition well we just showed them there right took out the promise and we'd say there are two conditions right that exist here one is being rezoned the other is getting financing is this a condition precedent or subsequent if you look at that language again right they're things that must happen before so both Provisions are why they are conditions precedent they set out events that must occur before the buyer is obligated by the property and because they're expressed conditions they require strict compliance question nine says teacher contracts with school to teach for what one year one provision States school May terminate employment immediately if teacher is arrested for a felony again we want to be careful here because and remember that the condition could attach not only to a duty to perform but also to a contract right so here there is a right which is they would have a right to terminate the teacher's employment if right language of condition so we'll see this what's the promise basically it's got to be implied right that if you're looking at this question um which is lifted from the case book from my class um that if you look at this there's not you know all we have is a description right they contract with the school to teach for one year so the promise here apparently would be a promise by the school to teach for one year um so to employ them for a year um but there's also a right here which is to terminate that employment immediately so we have language dealing with the promise then it says what event is what what facts describe the event that is the condition well if teacher is arrested so it's the arrest of being arrested for a felony is the event if teacher is arrested so we know that's the language is it is a condition precedent or subsequent if we look at this language it says may terminate immediately there's two ways of looking at this right um and here as I look at my answer that I've given in the past I actually think it may be better to view it another way here I'm looking at this as it's terminating the legal Duty um to employ them and I think that's fair I think you look at that that if we if we go back and say what's the promise um if the promise if we go back was to employ them for a year you're saying well the that ongoing duty to employ them for a year is terminated upon the occurrence of that event and I think that's one way to frame it I think another way to think about it instead of in Terms of the school's duty to continue to employ and that being terminated you could look at it from from the perspective of a contract right arising and say it's a condition precedent to that right to terminate a rising and I think that is a valid way of looking at it as well and maybe at least as I sit here right now thinking about it strikes me that might be the better way to look at it because it better makes sense of this because it's not in realize the teachers arrest for a felony is not an automatic termination of the duty to employ it just gives them a right to terminate if they want to so I think that so my I think that may be a better so the idea of like a condition proceeding to the rising contract right might make more sense but either might be possible a possible way of analyzing it so the question 10 says the contract contains the following Clause if natural forces such as a hurricane tornado or earthquake cause the electrical power to be down for longer than four days then this lease contract terminates so that sounds much more like a condition subsequent we'll look at it says which facts describe the promise well we don't have much just that we it appears that there is a lease between the parties so there's an ongoing uh they're leasing some uh sort of property right so obviously implicit in this question despite be not being told is that there is a uh A lessor and A lassie a landlord and a tenant and that there is a duty to provide the premises to the tenant and the Tenant would be paying for those premises so here we don't know all the details but as I said there's kind of how it would break out um with the landlord and the tenant so here which facts describe the condition the event that is the condition that's pretty clear here right it says if and if is language of condition right if natural forces such as a hurricane tornado or earthquake cause the electrical power to be down for what longer than four days then this lease contract terminates so we have the the first part of that before the then is the condition it describes the event the Natural Forces causing the power to be down for longer than four days that's the event and then is it a condition precedent or subsequent in this case it says the lease terminates it terminates so it's subsequent it terminates the legal duties due under the lease agreement so that one's pretty straightforward what about this one question 11 also about Elise says a one-year lease includes a renewal Clause that states tenant must give at least one month notice prior to the end of the one-year term in order to renew his lease for another year so this the question this is a pretty standard kind of term but it involves a condition right but that is this condition of giving notice so what's the promise here there's a lease right so it's the promise of a lease for another year that we're talking about so the landlord will renew the lease for another year um and so the promise at issue is the landlord's promise to renew the lease for another year and it says which facts describe the event that is the condition well it would be the first part of that tenant must give at least one month notice prior to the end of the year in order to renew and this is a little bit tricky because it has the the words in order to but that not that it's not necessarily language of condition but in context this is set up as this has to happen first right it's conditioning renewal on the tenant being the one to for this event occurring right giving at least one month notice before the end of the lease so is it a condition precedent or subsequent it would be it says in order to renew the lease this is what has to be done if we're looking back at it it would be precedent right that it's proceeding to the renewal of the lease so that one hopefully makes sense this says as part of an employment contract one of employers duties States if the Consumer Price Index the CPI which measures inflation Rises then employer must increase employee salary by the same percentage increase so if this occurs then employer must increase so this has very clear language of condition and it says which facts describe the promise it is the increase in the salary by the same percentage as the rise the same percentage increase meaning the same as the rise in the CPI so it that's the promise then what are the facts that describe the event that's the condition it says if what if the Consumer Price Index CPI Rises right if it rises that's the that's the event and so we would look and go is that proceeding or subsequent it's precedent and it then has to happen before the legal duty to give the salary increase kicks in so that one it hopefully makes sense it's a pretty straightforward example so those are the examples there from from the uh the materials that uh work through with my own students and here it's so we've looked at Express conditions I want to look at constructive conditions and we're going to go into some detail not nearly as much as Express so hang in there I know it's long with constructive conditions remember they are implied they are implied but we need them right when the parties themselves do not order their performance when they do not decide how who's going to perform when and what order then we need some way to do that and we to figure that out how to order performance because we'll see an example here that shows us why and here I'm using this I I wanted everything to kind of fill in on one slide here so that you could see it rather than having Bob and Barb over multiple slides so here if you have me saying I will mow your lawn on Friday for twenty dollars and you say that sounds great okay if we just pause and look at what's there you and I did not say anything about who's going to perform first I did not say I will mow the lawn first you did not say you will pay me the twenty dollars first so who's gonna go first who's gonna go second not clear right so I show up on Friday at your home to mow your lawn and I say pay me first and then I will mow your lawn and you say no way you mow the lawn first and then I will pay you because you rightly don't trust me and so you don't want to pay up front and the question is well is one of us in breach if we're both refusing to perform then who's supposed to perform because one of us has to be in breach right the one of us who's refusing to perform has to be in breach because one of us is supposed to go first so how do we know and in this case that's what implied conditions are meant to sort out this we're at loggerheads right we're at loggerheads if the law did not provide a way out then this would just be a mess we could not sort out we don't know who's supposed to go first and who's in breach be so to do that we have constructive conditions they are but remember the difference uh between an Express conditions in a constructive condition is that in an Express condition is put in by the parties themselves that's why we were looking at did they intend to put one in and looking at the language they were using and because the parties put it in there we said it must be strictly complied with because that's what they said and that's what they intended but here the the parties aren't putting these in right these are implied by law to order performance so they come out as a matter of law of implication and there are two basic rules of constructive conditions which are one if we have a situation where one Barney's performance takes a period of time and the other can be done more or less instantaneously than the one that takes a period of time must go first that is one so if we have a situation like that then the parties performance that takes a period of time must go first so if we go back to this example of you and I and me saying I'm not going to go first you need to pay and you're saying well I'm not going to pay you first you need to mow the lawn first and who how do we sort it out my performance takes a period of time yours does not handing me a 20 bill is can be done more or less instantaneously so I will go first so the way we order performance with Constructor conditions here is I go first how does that look why do we call it constructive conditions because the law is implying a condition a condition for sedan to Bose obligation not bows yours sorry I got Bob and Bo on the brain um to your obligation to pay me which it's now as if your obligation to pay me says uh if and only if Tracy mows the lawn then I will pay him twenty dollars we didn't say that but the law is implying that is putting a condition proceeding it's implied and it's there it's an implied Condition it's as if your obligation to pay my performance right my performance mowing your lawn because it takes a period of time comes first and so it becomes a condition proceeded to your obligation to pay your duty to pay me so the other rule is that if the performances can be done more or less simultaneously then they must be done simultaneously so the first rule is if one performance takes a period of time and one can be done more or less instantaneously than the one that takes a period of time goes first this second rule is well if they can both be done at the same time then they should be done at the same time now this I've mentioned concurrent conditions that's what's going on here right where they're conditioning the each performance on the other so that in a situation like this both parties must be ready to perform at the same time and if one of them shows up and is not ready to perform at this at the same time they are the party that is in Bridge so if we look again at an example if I say I will sell you my house for three hundred thousand dollars with the closing to incur on May 31st and you say hmm okay I can do that which is great that you have that much cash sitting around it says both you and Tracy show up at the closing and then I say wire me the money and then I'll give you the deed to the house and you say um no give me the deed first so again our at loggerheads and both refusing to perform does one of us have to perform in the other not here we can both perform right we can both perform at the same time this is not a situation where someone is building a house or mowing a lawn and the other one's just paying for it this is a situation where both of these things it's still a common law transaction we but both of these performances can be done at the same time they can be done concurrently you can wire me the money and I can hand you the deed all at the same time all of that if they can be done concurrently they must be done concurrently can the parties alter this using Express conditions you who are sitting there and going I thought my money had to clear before that went through and I was given the deed you know what that's right but guess what you agreed to that it was called an Express condition it was in the real estate contract when you bought the house and we're in the mortgage and the financing that's how it was set up why because you were signing basically a form you had no ability to alter and that's how they set it up if you stop and think about it kind of sucks right uh you everything's there getting all the power which is they're not going to hand you anything until the money goes through which you understand but that is not what the law would say it would say it's done concurrently can you change that with Express conditions yes but that's why these are called implied conditions because they are implied in the absence of the parties themselves ordering performance the law comes in and does it for them because we need to otherwise we have situations where the parties are at loggerheads and refusing to perform they both need to perform here if one of them refuses to then that's the party that is in breach so here's another question it says in a written agreement seller promises to sell a car to buyer and buyer promises to pay seller five thousand dollars there is nothing in the contract that specifies where other seller or buyer must perform first how do we determine the order of performance it's called implied or constructive conditions these are performances that can be done more or less at the same time here Under the UCC realize a lot of sale of goods would be things we can do at the same time and so that would be concurrent right they so here they have to be done more or less simultaneously that's the answer this is a long-winded way of saying what I just said but it's the same thing so on September one painter owner enter into an agreement where painter will paint owners home for five thousand dollars by November one the contract is silent on when owner must pay painter so here this is important to understand do not look at the dates and be like they order their performance no they didn't they did not all they did was Mark time they said that it needs to be completed by November 1 that the painting needs to be done it says nothing about whether payment occurs up front or whether painting occur whether the payment occurs at the end so here it says using constructive conditions so that should clue you in that they have not ordered performance because otherwise we would not need constructive conditions when would a court likely determine that owner's duty to painter arises meaning the duty to pay then okay that we have no reason to think of a specific date right there's nothing there it would be upon painter's completion of performance so that is why because we're using an implied can or constructive condition that says what here painters uh performance is going to take a period of time but owners is is more or less something that can be done instantaneously which is the payment of the money therefore painters is containers going to go first and upon the completion of that performance then owner's duty to pay kicks in so it's as if there is now a condition proceeding to paint owner's duty to pay now here's the big thing and if you've already tuned out because you're like this is too long-winded and I'm bored and there's no more Bob and Barb you need to pay attention because Express conditions required strict compliance but look what it says here that a constructive condition is Satisfied by substantial performance that is a huge difference substantial performance works for purposes of constructive conditions it does not work at all for Express conditions so if the parties order their own performance using Express conditions then realize there's no such thing as substantial performance then it needs to be done with strict compliance so everything we said and breach about substantial performance applies when we have a contract we've ordered with constructive conditions but it does not apply if we've ordered our performance using Express conditions because in that case it must be strictly complied with it must be perfect and if it is not we go well let's look and see if maybe it can be excused by one of these doctrines but substantial performance is off the table that distinction even though that I'm being long-winded is really important and understanding how that fits with the material on breach is key to understanding how this all fits together and so here this is just what I said right with Express conditions you've only got strict you've got strict compliance no substantial performance so two examples we can look at right that drive this home where in the first one I say I will mow your lawn on Friday if you pay me twenty dollars when I first show up at your house you say okay I'm happy to pay you the twenty dollars up front stop the presses we've ordered our performance right right because we've said you're gonna paint you've agreed you're gonna pay me the 20 up front so you're going to pay first then I'm gonna mow the lawn so we've agreed we've ordered our performance using Express conditions right and we've used language of condition if if if you pay me when to twenty dollars when I first show up I show up you don't pay me 20 you pay me 18. the key to remember there you can't be like well 18 is basically 20 substantial performance good enough you should have to pay go ahead and mow the lawn my friend because there's been substantial performance and the answer is no there's Express condition it requires strict compliance substantial performance is not a thing you twenty dollars is twenty dollars your compliance is paying me twenty dollars up front and lesson until that happens my duty to mow your lawn does not kick in because we used Express conditions compared to I will mow your lawn on Friday for twenty dollars works for me no Express conditions I show up on Friday I know all of your lawn but a two foot square area Now understand this here I'm PR we know with what construct we did not order our performance constructive conditions then has to order them it would say what my performance takes a period of time I go first your performance is well I should have added mine takes a period of time and yours yours is one that requires uh basically can be done you know handing me a 20 uh it can be done more or less instantaneously so I go first it says if your duty to pay has a condition proceeding which is if and only if Tracy mows the lawn then you will pay me to pay the twenty dollars to him then so that condition proceed but it's all using constructive conditions I then so right there I'm then the one performing first I've got the condition the condition proceeding is me mowing your lawn and I mow everything except for a two foot square area and here because it's constructive conditions substantial performance applies so assuming your lawn is you know substantially bigger than two square feet then uh I've substantially performed if so then I have satisfied that condition I have unlike in Express condition where substantial performance doesn't apply but in constructive condition it would my my less than perfect performance my partial breach my substantial performance would satisfy the condition that that was put there as a construction condition such that you would still have to pay and that comports with what we said in the last chapter or the last uh lesson about breach because we said that if there's substantial performance then the other party cannot stop their performance they can't suspend it they cannot terminate the contract they have to keep trucking can they still Sue yes but that's so here we're looking and going here's how that works with construction conditions here's another further explanation of that concept so remember this Express conditions strict compliance constructive conditions substantial performance that's it I know that's long-winded I hope it's helpful because it's an important subject it is worth spending time with so that you understand it so hang in there and I will be back soon with more bye