Also known as: suspensive conditions · condition precedent
Written by attorneys · grounded in primary & secondary sources — see below
A future and uncertain event that must occur before a contractual duty arises or a property interest vests. Fulfillment of the event activates the obligation or transfers the interest. Nonoccurrence prevents the duty or interest from taking effect.
Select any source to read its text and confirm it supports the definition.
Santiago Sanchez conveyed land to his nephew with a future interest reserved for himself. The conveyance contained no requirement that any event occur before Santiago could regain possession. Because the retained interest was not subject to a suspensive condition, it qualified as a reversion under the applicable property rules.
Highland Indemnity agreed to insure Samuel's sculpture only after completing an in-person appraisal at the gallery. The sculpture was destroyed before any appraisal took place. The suspensive condition of the appraisal could never be satisfied, discharging Highland from the coverage duty.
Excel Tutors and the university history department signed a detailed memo on curriculum and rates. The memo stated that a formal affiliation agreement would later be prepared. The reference to the future document was treated as a plan to memorialize an already reached deal rather than a suspensive condition delaying any duty.
Rivera offered to represent Jamal and required a decision by the draft declaration deadline. Jamal attempted to accept a month after the deadline passed. The time limit operated as a suspensive condition that had to be met for any agency contract to form, so no contract arose.
Lakeside City mailed Acme an offer requiring return of a signed bid form. Acme mailed the completed form the next day. The mailing satisfied the medium specified in the offer and triggered contract formation without any suspensive condition requiring actual receipt by the city.
The hospital offered a bonus to nurses who worked extra shifts. Dana promptly emailed that she would work the shifts only for experience and was not accepting the bonus. Her clear notice prevented the performance from satisfying any suspensive condition that would have formed a bonus contract.
A suspensive condition must occur before any duty or interest arises. A condition subsequent, once it occurs, ends an already existing duty or interest. The distinction determines whether the obligation ever begins or merely terminates later.
A party alleging that all conditions precedent have occurred may plead them generally. A party denying that a condition precedent occurred must plead the denial with particularity.
…all the time and whether recited and referred to as [sic] not in subsequent conveyances and shall attach to the land as a condition precedent to the sale of the same, that hereafter no part of said property or any portion thereof shall be, for said term of Fifty-years, occupied by any person not of the Caucasian race, it being…
…requires the resort to deadly force, or at least the meaningful threat thereof. "Being able to arrest such individuals is a condition precedent to the state's entire system of law enforcement." Brief for Petitioners 14. Without in any way disparaging the importance of these goals, we are not convinced that the use of deadly force…
…means for ascertaining the qualifications of those entitled to vote, and making previous registration in lists of such, a condition precedent to the exercise of the right, were or were not reasonable regulations, and accordingly valid or void, was always open to inquiry, as a judicial question. See Daggett v. Hudson , 1 Western…
…be odd for Congress to indicate the extraterritorial application of the whole Exchange Act by means of a provision imposing a condition precedent
…Del.Supr., 500 A.2d 1346, 1356 (1985). The common law pronouncement in Unocal of enhanced judicial scrutiny, as a threshold or condition precedent
Yes. When the contract expressly conditions performance on an event involving a unique item and that item is destroyed without fault before the condition can occur, the duty never arises because the suspensive condition cannot be satisfied.
Mere reference to a later formal writing does not automatically create a suspensive condition. Courts examine whether the parties intended to be bound immediately or only after the writing is executed. Detailed agreement on essential terms with no express statement delaying obligations usually indicates no suspensive condition.
The notice prevents the later performance from satisfying any suspensive condition that would form a contract. The performance is treated as occurring outside the offer, so no contract arises.