Also known as: promissory condition · promissory conditional · condition · promissory warranty
Written by attorneys · grounded in primary & secondary sources — see below
A contractual condition that also constitutes a promise by one party. The promisor becomes liable for damages if the condition does not occur because the promisor failed to use reasonable efforts to bring it about.
Developer Dana contracts to buy land from Owner Owen if the city rezones it commercial. Dana promises to use reasonable efforts to obtain the rezoning. When Dana fails to file the application, the promissory condition is not met and Dana is liable for Owen's reliance damages.
Buyer Beth agrees to purchase Seller Sam's warehouse if she obtains a mortgage within 30 days. Beth promises to apply to three lenders promptly. Beth's failure to apply makes the promissory condition unsatisfied and she owes Sam expectation damages.
Contractor Carl promises to obtain a building permit before starting work for Client Cora. Carl delays filing the application for months. The promissory condition is breached and Carl must pay Cora the extra costs caused by the delay.
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Purchaser Pam conditions her duty to close on an inspection report showing no defects. Pam promises to schedule the inspection within ten days. When Pam skips the inspection, the promissory condition is not satisfied and she is liable for the seller's lost opportunity.
Licensee Leo promises to obtain regulatory approval before using Licensor Lisa's trademark. Leo files an incomplete application and approval is denied. The promissory condition is not met and Leo owes Lisa the agreed royalties as damages.
Tenant Tara promises to obtain Landlord Larry's consent before subletting the premises. Tara sublets without requesting consent. The promissory condition is unsatisfied and Larry may recover damages for the unauthorized sublease.
A promissory condition also imposes a duty on one party to use reasonable efforts to bring the event about. A pure condition is an event outside either party's control. The contracts supplement explains that when the condition affects both parties' duties it cannot be waived unilaterally.
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The party who promised to bring the condition about may be liable for damages. The non-occurrence does not automatically excuse performance if the promisor failed to act reasonably.
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No. When the condition benefits both parties and affects the contract's overall value, neither party may waive it unilaterally. The supplement illustrates this with a rezoning condition tied to profit sharing.
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…five are held as investment properties. There is no allegation that any of these properties is blighted or otherwise in poor condition; rather, they were condemned only because they happen to be located in the development area. In December 2000, petitioners brought this action in the New London Superior Court. They…