Contracts: Performance & Breach

What is a condition precedent in contract law?

A condition precedent is an event that must occur before performance under a contract becomes due.

How strictly must an express condition be performed?

An express condition requires strict compliance; substantial performance is not sufficient to satisfy it.

What is the substantial performance doctrine, and to what type of conditions does it apply?

The substantial performance doctrine allows a party who has committed a minor breach to recover under the contract, and it applies only to constructive (implied) conditions, not express conditions.

What is the legal effect of a material breach compared to a minor breach?

A material breach suspends the non-breaching party's duty to perform and allows them to sue for damages, whereas a minor breach only allows a suit for damages but does not excuse the non-breaching party's performance.

What are the non-breaching party's options when the other party commits an anticipatory repudiation?

The non-breaching party may treat the anticipatory repudiation as an immediate breach and sue, suspend their own performance and wait for the performance date, or urge the repudiating party to perform.

When can a party retract an anticipatory repudiation?

A party can retract an anticipatory repudiation until the other party materially changes their position in reliance on the repudiation, cancels the contract, or indicates they consider the repudiation final.

What is the doctrine of impossibility in contract law?

Impossibility is an excuse doctrine that discharges a party's duty to perform when an unforeseen event makes performance objectively impossible for anyone to complete.

What elements must be shown to excuse performance under the doctrine of commercial impracticability?

To prove commercial impracticability, a party must show an unforeseeable event occurred, the non-occurrence was a basic assumption of the contract, and performance would now be extremely difficult or expensive.

How does frustration of purpose differ from impossibility and impracticability?

Frustration of purpose occurs when performance is still possible, but an unforeseeable event completely destroys the mutually understood primary value or reason for the contract (e.g., Krell v. Henry).

What is an accord and satisfaction?

An accord is an agreement to accept alternate performance to discharge a pre-existing duty, and satisfaction is the actual performance of that new agreement, which discharges both the original and new duties.