hard · LSAT Reading Comprehension

Contract law distinguishes a condition precedent from a mere promise. A condition precedent is an event that must occur before a party's duty to perform arises; if the condition fails, the other party owes nothing, and there is no breach because no duty ever ripened. A promise, by contrast, is an independent commitment whose non-fulfillment gives rise to a breach and a claim for damages, but does not excuse the counterparty's own performance unless the promise was also a condition. Courts have grown wary of labeling every contractual term a 'condition,' since strict conditions can produce harsh forfeitures: a party who has substantially performed may lose all compensation over a trivial, technical failure. Consequently, modern courts apply a presumption against reading ambiguous language as creating a condition, construing doubtful terms as promises instead whenever the contract's language does not unambiguously demand forfeiture. This preference does not apply, however, where the parties have used explicit conditional language such as 'only if' or 'provided that,' which courts treat as manifesting an unmistakable intent to make performance conditional.

Which of the following scenarios illustrates a court applying the presumption against reading ambiguous contract language as a condition?

  1. A contract states a contractor will be paid 'only if' a building inspector certifies the work, the inspector withholds certification, and a court excuses the owner from paying anything.
  2. A subcontractor completes 98% of a paving job to a merely vague 'satisfactory completion' clause, and a court awards nearly full payment minus the cost of finishing the remainder.
  3. A supplier misses an ambiguous delivery clause by one day, and a court declares the entire contract void with no remedy available to either party.
  4. A buyer explicitly conditions payment on obtaining financing 'provided that' a loan is approved, financing falls through, and a court still forces the buyer to pay in full.
  5. A lease uses plainly conditional 'only if' language tied to a tenant's timely notice, the tenant misses the deadline, and a court enforces the forfeiture as written.

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