First Material Breach Versus Condition Precedent

Performance of a condition precedent and first material breach are related but distinct concepts in contract litigation. “A condition precedent is an act or event that must be performed or occur, after the contract has been formed, before the contract becomes effective.” Gillis v. New Horizon Dev. Co., Inc., 664 S.W.2d 578, 580 (Mo. Ct. App. 1983). If a plaintiff is suing for breach of contract, failure to satisfy all conditions precedent in a contract could sink a claim.

Missouri similarly follows the “first material breach” rule. Under this rule, a party to a contract cannot claim its benefit where he/she is the first to breach a material term. Forms Mfg., Inc. v. Edwards, 705 S.W.2d 67, 69 (Mo. Ct. App. 1985). A “material breach” is typically a breach that goes to the core or root of an agreement.

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