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Conditions Subsequent in Breach of Contract Actions

Litigation By Harvey Binnall PLLC - 2018/10/31 at 09:59pm

An Alexandria Commercial Litigation Lawyer Can Help

Breach of contract litigation is rather common.  In many cases, however, the breach is not a consequence of intentional malfeasance, but is instead a consequence of miscommunication or misunderstanding as to the terms of the contract (or the satisfaction of provisions thereof).

Express conditions of contract — conditions subsequent and precedent — can alter your contractual duties significantly.  For example, if your contract included a “condition subsequent” that freed you from having to complete the rest of your contractual duties, then you can terminate the contract at will.

Let’s take a closer look.

Understanding the Difference Between Conditions Subsequent and Conditions Precedent

In any contractual arrangement, each party has a legal obligation — in other words, a duty — to perform.  Failure to meet these obligations could result in civil liability under breach of contract law.

Legal obligations may be triggered or terminated depending on certain express conditions written into the contract: conditions subsequent and precedent.

Conditions subsequent terminate your contractual obligations.  Suppose that you run a manufacturing facility for producing t-shirts.  Your fabric purchasing order contract with a supplier may include a condition subsequent that allows you to terminate your obligation to purchase additional fabric materials if the quality is below-par or if a delivery is late.

Conditions precedent create a contractual obligation.  If the condition precedent has not yet been satisfied, then no contract is formed.  For example, if you enter into a contract with a home decorator to renovate a portion of your house, then you might include a condition precedent that requires the home decorator to actually develop an initial plan before payment begins and the contract is executed.

How a Condition Subsequent is Used to Justify Breach

Whether you want to establish that a condition subsequent exists (and is applicable to a given scenario) depends on your position in litigation.

If you are being sued for having breached your contractual duties, then it may be beneficial to establish that there was a condition subsequent that was satisfied, and therefore obviated your duty to perform under contract.  This is a complete defense to breach.

On the other hand, if you are suing another party for breach of contract, then you will want to either show that no condition subsequent was agreed-upon, or that the condition was not met.

Contact an Experienced Alexandria Commercial Litigation Lawyer for Assistance

Harvey & Binnall, PLLC is a boutique commercial litigation firm located in Alexandria, VA, and serving clients throughout the NOVA region (including parts of Maryland and the Washington D.C. metro area).  Our team of attorneys has extensive experience representing a range of clients — individuals, local businesses, and large corporations — in breach of contract disputes and other commercial litigation.

If you’d like to learn more about your case and how we will represent your interests in litigation, call (703) 888-1943 or send us a message online to arrange for a meeting with an experienced Alexandria commercial litigation lawyer at Harvey & Binnall, PLLC today.