CACI 322 Occurrence of Agreed Condition Precedent

California Civil Jury Instructions CACI

322 Occurrence of Agreed Condition Precedent

The parties agreed in their contract that [name of defendant] would not have to [insert duty] unless [insert condition precedent]. [Name of defendant] contends that this condition did not occur and that [he/she/nonbinary pronoun/it] did not have to [insert duty]. To overcome this contention, [name of plaintiff] must prove that [insert condition precedent].

If [name of plaintiff] does not prove that [insert condition precedent], then [name of defendant] was not required to [insert duty].

Directions for Use

Do not give this instruction unless the defendant has testified or offered other evidence in support of the contention a condition precedent did not occur.

If both the existence and the occurrence of a condition precedent are contested, use CACI No. 321, Existence of Condition Precedent Disputed.

Sources and Authority

Conditional Obligation. Civil Code section 1434.

Condition Precedent. Civil Code section 1436.

“A conditional obligation is one in which ‘the rights or duties of any party thereto depend upon the occurrence of an uncertain event.’ ‘[P]arties may expressly agree that a right or duty is conditional upon the occurrence or nonoccurrence of an act or event.’ A condition in a contract may be a condition precedent, concurrent, or subsequent.” (JMR Construction Corp. v. Environmental Assessment & Remediation Management, Inc. (2015) 243 Cal.App.4th 571, 593 [198 Cal.Rptr.3d 47].)

“[A] ‘condition precedent’ is ‘either an act of a party that must be performed or an uncertain event that must happen before the contractual right accrues or the contractual duty arises.’ ” (Stephens & Stephens XII, LLC v. Fireman’s Fund Ins. Co. (2014) 231 Cal.App.4th 1131, 1147 [180 Cal.Rptr.3d 683].)

“Under the law of contracts, parties may expressly agree that a right or duty is conditional upon the occurrence or nonoccurrence of an act or event.” (Platt Pacific, Inc. v. Andelson (1993) 6 Cal.4th 307, 313 [24 Cal.Rptr.2d 597, 862 P.2d 158].)

“The existence of a condition precedent normally depends upon the intent of the parties as determined from the words they have employed in the contract.” (Karpinski v. Smitty’s Bar, Inc. (2016) 246 Cal.App.4th 456, 464 [201 Cal.Rptr.3d 148].)

“ ‘[G]enerally, a party’s failure to perform a condition precedent will preclude an action for breach of contract.’ ” (Stephens & Stephens XII, LLC, supra, 231 Cal.App.4th at p. 1147.)

“[W]here defendant’s duty to perform under the contract is conditioned on the happening of some event, the plaintiff must prove the event transpired.” (Consolidated World Investments, Inc. v. Lido Preferred Ltd. (1992) 9 Cal.App.4th 373, 380 [11 Cal.Rptr.2d 524].)

“When a contract establishes the satisfaction of one of the parties as a condition precedent, two tests are recognized: (1) The party is bound to make his decision according to the judicially discerned, objective standard of a reasonable person; (2) the party may make a subjective decision regardless of reasonableness, controlled only by the need for good faith. Which test applies in a given transaction is a matter of actual or judicially inferred intent. Absent an explicit contractual direction or one implied from the subject matter, the law prefers the objective, i.e., reasonable person, test.” (Guntert v. City of Stockton (1974) 43 Cal.App.3d 203, 209 [117 Cal.Rptr. 601], internal citations omitted.)

“[T]he parol evidence rule does not apply to conditions precedent.” (Karpinski, supra, 246 Cal.App.4th at p. 464, fn 6.)

Secondary Sources

1 Witkin, Summary of California Law (11th ed. 2017) Contracts, §§ 799–814
13 California Forms of Pleading and Practice, Ch. 140, Contracts, §§ 140.44, 140.101 (Matthew Bender)
5 California Points and Authorities, Ch. 50, Contracts, §§ 50.20–50.22 (Matthew Bender)
27 California Legal Forms, Ch. 75, Formation of Contracts and Standard Contractual Provisions, § 75.230 (Matthew Bender)
2 Matthew Bender Practice Guide: California Contract Litigation, Ch. 22, Suing or Defending Action for Breach of Contract, 22.19, 22.66