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Contracts: Condition Precedent

Contractual conditions precedent are not favored in Missouri law but sometimes rear their ugly head in a breach of contract dispute.

A condition precedent is a condition that must be fulfilled before the duty to perform an existing contract arises. Bucheit v. Cape Toyota-Suzuki, Inc. 903 S.W.2d 644, 646 (Mo. Ct. App. 1995). Courts will interpret that they exist when a contract uses phrases such as “on condition,” “provided that,” “so that,” and the like — although such expressions are unnecessary if the contract is of such a nature as to show that the parties intended to provide for a condition precedent. Kansas City S. Ry. Co. v. St. Louis-S.F. Ry. Co., 509 S.W.2d 457, 460 (Mo. 1974). As stated above, conditions precedent are disfavored by Missouri courts, and contract provisions are construed as such only if unambiguous language so requires or they arise by necessary implication. Juengel Const. Co., Inc. v. Mt. Etna, Inc., 622 S.W.2d 510, 513 (Mo. Ct. App. 1981).

Why are conditions precedent important? In short, it is the “trigger” that must occur to give rise to a contractual duty to perform. As such, a party will only be in breach of a contract if all necessary conditions precedent have been met. Such nuance can sometimes delay a case or otherwise impair contractual relations.

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