This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
A condition is an uncertain event upon the happening or not happening of which, as the case may be, the parties have agreed that the legal effect of part or all of the contract shall depend.1 As is the case with so many terms which are taken by the law from daily life,2 the term "condition" has a "number of related meanings which shade off, one into the other; and neither in popular language nor in the language of the courts and the text writers is an accurate distinction drawn between the different meanings of this term. If the confusion were one of words only, it would have no worse results than a rather detailed explanation in each case of the meaning which attaches to the term as it is then used. Unfortunately, the confusion has frequently gone far beyond a mere confusion of words into a corresponding confusion of ideas. Accordingly, some of the different meanings which attach to this term will be noted briefly.
Since express conditions are created in accordance with the intention of the parties, either by specific language making provision therefor, or by necessary inference from the contract when construed as a whole; and since the consequences of the breach of such condition are ordinarily agreed upon by the parties, the questions which arise in connection with conditions of this sort, are usually limited to questions of construction, to questions of the validity of the conditions, and to questions of waiver. The ordinary rules of construction apply to express conditions,3 although the general principle that provisions which operate as a forfeiture are to be construed against those in whose favor such forfeitures are effected,4 frequently results in a much narrower construction than the courts would use in case of covenants or other provisions which would not operate as a forfeiture. The dislike of the courts for conditions which operate harshly and oppressively, has extended, however, beyond mere rules of construction, and in many cases the courts refuse to enforce conditions upon which the parties have undoubtedly agreed on the theory that such conditions are either illegal or void, as contrary to sound public policy, or as tending to produce results which the law forbids or condemns.5 Since these subjects have been discussed in detail elsewhere, the only question that remains in connection with conditions is the application of these general principles.
1 See, Conditions in Contract, by Clarence ft. Ashley, 14 Yale Law Journal, 424; and, Conditions in the Law of Contract, by Arthur L. Corbin, 28 Yale Law Journal. 730
Upon the general subject of the nature of the condition, see:
England. Richards v. Hayward, 2 Man. & G. 574; Roberts v. Brett, 11 H. L. Cas. 337.
United States. Mercantile Trust Co. v. Hensey. 205 U. S. 298, 51 L. ed. 811.
California. Diepenbrock v. Luiz. 150 Cal. 716, L. R. A. 1915C, 234, 115 Pac. 743.
Maine. Skowhegan Water Co. v. Skowhegan Village Corporation, 102 Me. 323. 66 Atl. 714.
New Jersey. Mackenzie v. Trustees, 67 N. J. Eq. 652, 3 L. R. A. (N.S.) 227, 61 Atl. 1027.
North Carolina. Braddy v. Elliott, 146 N. Car. 578, 16 L. R. A. (N.S.) 1121, 60 S. E. 507.
North Dakota. Walker v. Stimmel, 15 N. D. 484. 107 X. W. 1081.
West Virginia. Carper v. United Fuel Gas Co., 78 W. Va. 433, L. R. A. 1917C, 171, 80 S. E. 12.
See also, Conditions in Contracts, by George P. Costigan, Jr., 7 Columbia Law Review, 151.
Whether in order to amount to a true condition the event must be a future event or whether it may be a past or present event concerning which the parties are uncertain, is discussed elsewhere. See Sec. 2594 et seq.
See also Sec. 222.
2 See Sec. 55.
3 See ch. LXIII.