Key Takeaways

  • An express condition in contract law requires that a specific event or action occur before a party’s obligation takes effect or ends.
  • Express conditions must be clearly stated in writing or verbally and are legally binding if agreed upon by both parties.
  • There are two main types of express conditions: conditions precedent, which trigger contractual duties, and conditions subsequent, which end them.
  • Express conditions differ from implied terms because they explicitly outline duties and consequences if unmet.
  • Failure to meet express conditions can result in breach of contract, suspension of obligations, or contract termination.
  • Drafting clear express conditions ensures enforceability and reduces legal disputes over performance, payment, and liability.

Express Condition

An express condition occurs when both parties agree that an event, or series of events, must occur before the burden of responsibility to complete the contract arises. For example, let’s say that you have been hired to write some grant proposals for a nonprofit organization. You will need the organization to provide certain information, such as program descriptions and budgets, before you can get to work on crafting a proposal.

You and the organization agreeing on this would constitute an express condition. Express conditions can be either written or oral (although, it does vary from one state to the next as to how much weight oral agreements are given). If the first party does not uphold their end of the agreement, the second party cannot complete theirs, and the contract may be considered null and void, or under breach of contract, per the express conditions.

Importance of Express Conditions in Contract Law

In contract law, express conditions are fundamental because they define the exact circumstances under which contractual obligations arise, change, or terminate. By explicitly stating these conditions, the parties create a clear roadmap for performance, reducing ambiguity and limiting potential disputes. This clarity is especially crucial in complex business arrangements—such as construction contracts, licensing agreements, or service-level agreements—where timing, quality, or deliverables directly affect payment or liability.

For example, an express condition may specify that payment is due only after a project passes final inspection, or that a sale becomes binding only if regulatory approval is obtained. Without such provisions, the parties risk differing interpretations of their responsibilities, which can lead to costly litigation or claims of breach.

Additionally, express conditions support contractual enforceability. Courts typically uphold clearly defined conditions because they represent the parties’ mutual intent. If a condition is unmet, the corresponding obligation does not arise, and a party may be relieved from performance altogether. This makes precise drafting essential when negotiating and finalizing contracts.

Conditions Precedent

There are generally two types of express conditions, the first of which is conditions precedent. Conditions precedent essentially uses the above definition of something needed be done or to occur before remainder of the contract or agreement can be fulfilled. The act of the agreed upon event occurring is then what “kicks off” the contractual agreement between the two parties.

Again, using the above example: once the nonprofit organization provides the necessary documentation, the grant writer is now contractually obligated to complete the agreed upon grant proposals. Another example of conditions precedent is often found in trust or estate laws: perhaps a beneficiary needs to reach a certain age before receiving their inheritance.

Simply put, conditions precedent is what initiates the contract.

Drafting and Interpreting Conditions Precedent

Drafting conditions precedent requires precise language that leaves no room for doubt about when obligations commence. Ambiguity in these provisions often leads to disputes about whether the triggering event has occurred. For instance, a clause stating that “payment will be made upon satisfactory completion of work” may lead to disagreements about what qualifies as “satisfactory.” Instead, clear, objective terms—such as “payment will be made upon delivery of the final product meeting specifications A, B, and C by [date]”—help ensure enforceability.

Courts interpreting conditions precedent generally rely on plain language and the parties’ intentions as expressed in the contract. They also consider whether the event was within the control of one party, which can affect the legal outcome if the condition is not met. If a party prevents the condition from occurring, courts may deem it fulfilled to prevent unjust enrichment or bad faith.

Conditions Subsequent

The other type of express condition is known as conditions subsequent. Conditions subsequent is essentially the opposite of conditions precedent, as rather than serving as the moment a contract is initiated, this is what brings a contract or agreement to an end. Referring to the previously used example of the nonprofit organization and the grant writer: once the grant writer has submitted the agreed upon number of proposals, they have fulfilled their contractual obligations; thus, conditions subsequent.

It is important for both parties to be clear on what constitutes a completion of contract, however. In the grant writer example, it would need to be spelled out as to whether or not the grant writer is expected to make additional edits or revisions at the request of the nonprofit organization. What exactly defines the completion of duties? Is it when the grant writer submits drafts of the proposals to the organization or is it when the organization submits the finalized proposals to the potential funders? Without clarity, and terms agreed upon by all parties, it can lead to dissatisfied parties and possibly even legal arguments over breach of contract.

Additionally, without clarity regarding the scope of services, and satisfaction, it can raise questions over final payments. Is the grant writer entitled to payment regardless of whether or not the organization has to make significant edits or revisions to the grant proposals? Or is the organization only expected to make payment in full if they are fully satisfied with the quality of the proposals submitted?

Legal Consequences of Conditions Subsequent

Conditions subsequent play a critical role in terminating obligations once a specific event occurs. Because they can discharge a party from further performance, courts tend to interpret them strictly. For example, an employment agreement may state that continued employment is contingent on maintaining a professional license. If the employee loses that license, the employer’s obligation to retain them ends immediately.

From a legal standpoint, the burden of proof in disputes involving conditions subsequent often falls on the party seeking to terminate the contract. They must demonstrate that the condition occurred and that it triggered the end of their duty. If the condition is unclear or appears inconsistent with the contract’s overall purpose, courts may construe it narrowly or refuse to enforce it.

What May Happen if All Parties Are Not in Agreement

There are any number of worse case scenarios that may occur if there is lack of clarity among all parties in defining the scope of services, and conditions precedent or conditions subsequent. Some of these may include:

  • Breach of contract, which is essentially a failure to honor the parameters of the contract.
  • Negligence. We often hear of negligence as it pertains to medical care: doctors being sued for malpractice on the grounds of negligence. However, negligence may be applied to most types of legal agreements.

Either of the above scenarios can lead to a civil lawsuit. Unlike a criminal lawsuit, a civil lawsuit does not have the potential of ending in jail time, however, the defendant may be found guilty of either breach of contract or negligence and be expected to provide monetary compensation to the plaintiff.

Best Practices to Avoid Disputes Over Express Conditions

To minimize the risk of disagreements and litigation, parties should follow best practices when drafting and executing contracts containing express conditions:

  • Use clear, specific language: Ambiguous or subjective terms increase the risk of conflicting interpretations.
  • Define triggering events objectively: Include measurable criteria, such as delivery dates, performance metrics, or regulatory approvals.
  • Address what happens if conditions fail: State whether obligations are suspended, terminated, or modified.
  • Include notice provisions: Require parties to notify each other when a condition occurs or fails.
  • Review governing law: Jurisdictions vary in how strictly they interpret express conditions, so consult legal counsel to ensure compliance.

By proactively addressing these elements, businesses can strengthen contract enforceability and prevent costly disputes related to non-performance or unmet conditions.

Frequently Asked Questions

  1. What is an express condition in contract law?
    An express condition is a specific event or requirement stated in a contract that must occur before an obligation begins or ends.
  2. How do express conditions differ from implied conditions?
    Express conditions are explicitly stated by the parties, while implied conditions are inferred from the contract’s nature, conduct, or legal principles.
  3. What happens if an express condition is not met?
    If a condition is unmet, the associated obligation may not arise, or the contract may terminate, depending on how the condition is written.
  4. Are express conditions always enforceable?
    Generally, yes—courts uphold them if they’re clearly stated and agreed upon. Ambiguous or unconscionable terms may face stricter scrutiny.
  5. Can parties waive an express condition?
    Yes, parties can mutually agree to waive an express condition, but the waiver should be documented in writing to avoid future disputes.

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