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Contracts • Excuse of Non-Performance
K#132
Legal Definition
Express conditions can be eliminated by waiver or prevention. If the person protected by, or benefiting from, the express condition waives the condition (which can be implied), and the other party detrimentally relies, the waiving party is estopped from enforcing the condition. If the person protected by the express condition wrongfully hinders or prevents the occurrence of the condition, his performance is not excused.
Plain English Explanation
The purpose of a condition is to prevent a contract from legally poofing into existence unless some specific, important event occurs. It's a special power that exists to protect one of the parties. As such, if the party that is protected by the condition wants, they can opt to waive the requirement. However, if they choose to waive the condition, and the other party relies on them waiving the condition, then the waiver is permanent. Finally, the person who is protected by the condition can't meddle with circumstances in order to prevent the condition from happening.
Hypothetical
Hypo 1: Bob tells Sam, "If my wife agrees, I will purchase 100 tacos from your taco cart." Later, Bob says, "You know what, never mind. I don't care what my wife thinks. Go ahead and make those tacos." Sam makes 100 tacos and brings them to Bob. Bob answers his door and says, "Crap, I'm sorry, it turns out my wife isn't cool with me buying so many tacos." Result: Here, Bob's wife agreeing to the purchase was an explicit condition to the agreement. However, Bob waived that condition and, as a result, Sam relied on Bob's waiver and made 100 tacos. Thus, Bob can not use the condition as a reason to not pay Sam for the tacos he made.
Hypo 2: Bob wants to order tacos from Sam's taco cart. Bob tells Sam, "Let's make this interesting. If you can hit a golf ball 50 yards, I'll pay you double for the tacos. Otherwise, you have to sell them to me half-off." Sam agrees. Sam gets his golf club and ball, steps up to the tee, and just before he swings his club, Bob runs up and kicks Sam in the groin. The ball tumbles only a few feet. Result: Though the condition of hitting a ball 50 yards was not satisfied, the reason it wasn't satisfied was because Bob wrongfully prevented the occurrence of the condition. As such, Bob's performance is not excused.
Hypo 2: Bob wants to order tacos from Sam's taco cart. Bob tells Sam, "Let's make this interesting. If you can hit a golf ball 50 yards, I'll pay you double for the tacos. Otherwise, you have to sell them to me half-off." Sam agrees. Sam gets his golf club and ball, steps up to the tee, and just before he swings his club, Bob runs up and kicks Sam in the groin. The ball tumbles only a few feet. Result: Though the condition of hitting a ball 50 yards was not satisfied, the reason it wasn't satisfied was because Bob wrongfully prevented the occurrence of the condition. As such, Bob's performance is not excused.
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