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Promises and conditions - Coggle Diagram

- - - - Language: normally only done for really bad situation, public policy may make the court construe something contrary to facts
    - - Standard: 1. contract states standard 2. assumed objective standard if contract is silent
        
        exception: taste contract, court will employ a subjective standard
      - Consequences
        
        where dissatisfaction is not genuine, subsequent performances will not come due
    - - recognize: if x then y, if not X= then Z, can be expressed or implied
        
        consequences
        
        Have to perform whether condition is satisfied or not, the type of performance just changes
    - - Consequences
        
        reasonable effort but not satisfied= no breach, performance falls away
        
        reasonable effort satisfied condition: buyer must perform
        
        No effort= buyer breach
      - recognize: party promises to make a reasonable effort, can be implied or expressed
      - standard is normally good faith
    - - implied, not expressly stated, inferred by language and context (PER)
        
        parties place the fate of the transaction on an event outside of either parties control
        
        example: 3rd party approval, crop performance, solar eclipse.
        
        Consequences
        
        If x doesn't happen, then aggrieved party's performance is excused
        
        aggrieved party (condition beneficiary) can waive condition and proceed in transaction
        
        if both parties are beneficiaries then both parties are excused from performance. COURT CAN IMPLIED THAT BOTH PARTIES ARE BENEFICIARIES OF CONDITION EVEN IF NOT EXPRESSLY STATED
        
        If implied or Construed courts will give some wiggle room in performance (dollar short/day late probably fine)
      - expressed
        
        Language: "Conditioned on", "provided that", "contingent upon" with no promissory content
        
        Consequences: court has to strictly enforce condition, requiring exact compliance
    - - each party has control over satisfying the condition
        
        implied
        
        implied by the court based off of language of agreement or circumstances
        
        consequences
        
        At common law: wiggle room
        
        UCC: perfect tender rule
        
        If not satisfied, sue for breach
        
        Scope:
        
        one beneficiary: then performance of condition can be waived by beneficiary
        
        if both parties are beneficiaries of the condition, then non satisfaction excuses both subsequent performance. COURT CAN IMPLIED BOTH ARE BENEFICIARIES
        
        construed
        
        construed by the court based off of language of agreement or circumstances
        
        consequences
        
        At common law: wiggle room
        
        UCC: perfect tender rule
        
        if not satisfied, Sue for breach
        
        Scope:
        
        one beneficiary: then performance of condition can be waived by beneficiary
        
        if both parties are beneficiaries of the condition, then non satisfaction excuses both subsequent performance. COURT CAN IMPLIED BOTH ARE BENEFICIARIES
        
        expressed
        
        Language: on condition that, contingent upon, provided that, subject to + language that indicates a promise to perform
        
        Consequences
        
        Strict enforcement: don't do it = breach for common law and UCC
        
        UCC perfect tender rule
        
        if not satisfied, sue for breach
        
        Scope
        
        if both parties are beneficiaries of the condition, then non satisfaction excuses both subsequent performance. COURT CAN IMPLIED BOTH ARE BENEFICIARIES
        
        One beneficiary: then performance of condition can be waived by beneficiary
        
        Concurrent/subsequent/precedent condtions
        
        precedent/subsequent
        
        when the condition is not met to the requisite degree, all outstanding performance is excused and the aggrieved party may sue for breach
        
        Concurrent
        
        if 1 party is available to tender performance, while the other is not. the available party is excused from sequent performances and may sue for breach
- - - - each party has control over satisfying the condition
        
        implied
        
        implied by the court based off of language of agreement or circumstances
        
        consequences
        
        At common law: wiggle room
        
        UCC: perfect tender rule
        
        If not satisfied, sue for breach
        
        Scope:
        
        one beneficiary: then performance of condition can be waived by beneficiary
        
        if both parties are beneficiaries of the condition, then non satisfaction excuses both subsequent performance. COURT CAN IMPLIED BOTH ARE BENEFICIARIES
        
        construed
        
        construed by the court based off of language of agreement or circumstances
        
        consequences
        
        At common law: wiggle room
        
        UCC: perfect tender rule
        
        if not satisfied, Sue for breach
        
        Scope:
        
        one beneficiary: then performance of condition can be waived by beneficiary
        
        if both parties are beneficiaries of the condition, then non satisfaction excuses both subsequent performance. COURT CAN IMPLIED BOTH ARE BENEFICIARIES
        
        expressed
        
        Language: on condition that, contingent upon, provided that, subject to + language that indicates a promise to perform
        
        Consequences
        
        Strict enforcement: don't do it = breach for common law and UCC
        
        UCC perfect tender rule
        
        if not satisfied, sue for breach
        
        Scope
        
        if both parties are beneficiaries of the condition, then non satisfaction excuses both subsequent performance. COURT CAN IMPLIED BOTH ARE BENEFICIARIES
        
        One beneficiary: then performance of condition can be waived by beneficiary
        
        Concurrent/subsequent/precedent condtions
        
        precedent/subsequent
        
        when the condition is not met to the requisite degree, all outstanding performance is excused and the aggrieved party may sue for breach
        
        Concurrent ,always promissory conditions
        
        if 1 party is available to tender performance, while the other is not. the available party is excused from sequent performances and may sue for breach
  - - - can be expressed, implied or construed
      - language for expressed: "shall"
      - courts normally only construe if unjust or unfair not to construe
      - does not include concurrent promises
      - consequences:
        
        any unjustified failure to perform gives the aggrieved party right to seek damages for breach
        
        materiality of breach is dependent on whether the breach defeated the purpose of the contract
        
        common law: can be substantial performances, if performance was sufficiently in compliance with what was promised
        
        UCC: perfect tender rule