Breach- Conditional Excuse

Question 1

Rest: Condition

Answer 1

A condition is:

*An event
*Not guaranteed to occur
*That must occur before a party’s performance becomes due,
*Unless the condition is excused

👉 If a condition does not occur, the related performance is excused.

Question 2

Performance

Answer 2

What are the terms of the agreement? (Interpretation/performance)

Question 3

Rest: Effects of Non-Occurrence of a Condition

Answer 3

A duty does not become due unless the condition occurs or its non-occurrence is excused.
If the condition never happens → the duty never arises.

Condition language does NOT create an obligation.
It simply states something that must happen before an obligation kicks in.

If a condition isn’t satisfied → No duty arises → No breach.
(You cannot breach a duty that never came into existence.)

If a promise (covenant) isn’t satisfied → THAT IS breach.
Promises create duties; conditions do not.

Question 4

Luttinger v. Rosen (8.5% interest rate not met)

Answer 4

Buyers agreed to purchase a house only if they could obtain a mortgage at ≤ 8.5% interest (express condition precedent). Their attorney applied to the only bank that had any chance of meeting that rate. Bank approved at 8.75%, so the condition failed. Seller offered to pay the difference, but that was not part of the original contract. Buyers refused and asked for their deposit back.

1. Express condition precedent must occur or no duty arises.
   Failure of the mortgage contingency means no contract duty to buy and buyers get their deposit back.
2. Due diligence does NOT require futile acts.
   Buyers only needed to apply where approval was realistically possible; applying to more lenders would have been pointless.
3. Seller cannot unilaterally “fix” a failed condition.
   An offer to subsidize the interest cannot replace an unfulfilled condition unless the contract says so.

Question 5

Oppenheimer & Co. v. Oppenheim (Plaintiff does not deliver the consent letter which was required case)

Answer 5

Parties negotiated a sublease. The agreement said no contract would exist “unless and until” the prime landlord’s written consent was delivered by a strict deadline.
Plaintiff got oral approval on time but didn’t deliver written consent until 23 days late. Defendant refused to proceed.

1. Express conditions require strict compliance.

If a contract uses clear conditional language (“unless and until”), the condition must occur exactly—substantial performance does NOT apply.

2. If an express condition doesn’t occur, no duty ever arises.

Here, failure to timely deliver written consent meant no sublease contract ever formed.

3. Courts may excuse an express condition only to avoid forfeiture—but not when the party suffers no real loss.

Oppenheimer hadn’t conferred any benefit or suffered major forfeiture, so no excuse applied.

Substantial performance cannot save you when you fail to satisfy an express condition stated in unmistakable languag

Question 6

Municipal Authority of Westmoreland County v. CNX Gas (Modifications)

Answer 6

MAWC leased land for gas production; the lease allowed the gas companies to deduct post-production costs (gathering, compression, transportation). For 10 years, the lessees chose not to deduct these costs. In 2011, CNX and Noble began deducting them.

MAWC sued, arguing:
*the long period of non-deduction waived the right to deduct,
*or permanently modified the lease,
*or CNX was estopped from resuming deductions.

Lessees argued:
*the lease always permitted deduction,
*past non-deduction was only a temporary waiver,
*MAWC knew deductions would resume and budgeted for them.

1. Waiver can be temporary—unless the other side relied to their detriment.
   A party can waive a contractual right by conduct (e.g., not charging costs), but it may reassert that right later unless the other party detrimentally relied on the earlier waiver.
   → MAWC did not rely; it adjusted its budgets once deductions resumed.
2. Modification requires consideration.

Past course of performance (10 years of non-deduction) does not permanently modify a contract without new consideration.
→ No valid modification here

3. Estoppel requires actual, provable reliance.

MAWC could not show it changed its position or suffered harm based on the prior non-deduction.

4. Lease terms control unless a valid waiver/modification/estoppel is shown.

The lease permitted deductions, so CNX could take them unless MAWC proved a legal reason they couldn’t.

Question 7

Modification

Answer 7

Needs mutual assent + consideration (or valid substitute like UCC 2-209, but not here).
Changing the contract permanently requires a new bargain.
Past conduct (like not enforcing a term) is not a modification.

Question 8

Equitable Estoppel

Answer 8

Focuses on reliance and fairness.
Requires:

1. A representation or conduct inconsistent with enforcing the contract,
2. Actual, reasonable, detrimental reliance,
3. Resulting prejudice if the party is allowed to go back on its word.

If reliance is not proven –> estoppel fails.

Question 9

Waiver

Answer 9

Intentional relinquishment of a known right.
Can be done by words or conduct (e.g., repeatedly not enforcing a term)
Usually temporary and can be retracted, unless the other side detrimentally relied on the waiver.

If no reliance –> party can return to enforcing the contract.

Question 10

Overview

Answer 10

Modification = new bargain

Waiver = temporary non-enforcement unless relied on,

Estoppel = reliance + unfair tem