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Conditions
an event whose occurrence or nonoccurrence affects a duty or performance.
Express Condition
contingency explicitly set forth in language.
Satisfaction
express condition making performance contingent upon one party's approval of the other's performance.
Subjective Satisfaction
approval based upon a party's honestly held opinion.
Objective Satisfaction
approval based upon whether a reasonable person would be satisfied.
Implied-in-Fact Conditions
contingency understood by the parties to be part of the agreement, though not expressed.
Implied-in-Law Conditions
contingency not contained in the language of the contract but imposed by law; also called a constructive condition.
Concurrent Conditions
conditions that are to take place at the same time.
Conditions Precedent
an event that must or must not occur before performance is due.
Conditions Subsequent
an event that terminates a duty of performance.
Discharge
termination of a contractual duty.
Performance
fulfillment of a contractual obligation resulting in a discharge.
Definition of a Breach
a wrongful failure to perform the terms of a contract that gives rise to a right to damages by the injured party.
Material Breach
nonperformance that significantly impairs the injured party's rights under the contract, and discharges the injured party from any further duty under the contract.
Prevention of Performance
one party's substantial interference with or prevention of performance by the other; constitutes a material breach and discharges the other party to the contract.
Perfect Tender Rule
standard under the Uniform Commercial Code that a seller's performance under a sales contract must strictly comply with contractual duties and that any deviation discharges the injured party.
Substantial Performance
performance that is incomplete but that does not defeat the purpose of the contract; does not discharge the injured party but entitles him to damages.
Anticipatory Repudiation
an inability or refusal to perform, before performance is due, that is treated as a breach, allowing the nonrepudiating party to bring suit immediately.
Material Alteration of Written Contract
a material and fraudulent alteration of a written contract by a party to the contract; discharges the entire contract.
Mutual Rescission
an agreement between the parties to terminate their respective duties under the contract.
Substituted Contract
a new contract accepted by both parties in satisfaction of the parties' duties under the original contract.
Accord and Satisfaction
substituted duty under a contract (accord) and the discharge of the prior contractual obligation by performance of the new duty (satisfaction).
Impossibility
performance of contract cannot be done.
Subjective Impossibility
the promisor - but not all promisors - cannot perform; does not discharge the promisor.
Objective Impossibility
no promisor is able to perform; generally discharges the promisor.
Destruction of Subject Matter
Will discharge contract if it occurs without the promisor's fault.
Subsequent Illegality
If performance becomes illegal or impractical as a result of a change in the law, the duty of performance is discharged.
Frustration of Purpose
Principal purpose of a contract cannot be fulfilled because of a subsequent event.
Commercial Impracticability
Where performance can be accomplished only under unforeseen and unjust hardship, the contract is discharged under the Code and the Restatement.
Bankruptcy
Discharge available to a debtor who obtains an order of discharge by the bankruptcy court.
Statute of Limitations
After the statute of limitations has run, the debt is not discharged, but the creditor cannot maintain an action against the debtor.
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