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.
The parties to a contract may frequently agree that such contract shall not take effect unless it is reduced to writing. If such agreement is one of the terms of the contract, and if the parties mean to stipulate for such reduction to writing as a condition precedent to its validity, and not merely as a convenient means of securing evidence of the terms of the contract,1 the reduction of the contract to writing is a condition precedent to its validity.2 In like manner, a written contract frequently contains a provision that no modification thereof can be made unless such modification is in writing. Unless such provision is waived,3 full effect must be given thereto; and a modification of such contract is without legal effect unless it is reduced to writing in accordance with the provisions of the original contract.4 In like manner, it is sometimes provided that a contract shall not take effect unless it is not only reduced to writing, but is signed by the parties thereto. Unless such provision is waived,1 full effect must be given thereto, and the contract does not come into existence until it is signed by the parties whose signatures are thus made a condition precedent to its validity.1 In like manner, a contract which is to be signed by two or more joint parties, or joint and several parties, may be an agreement of all the parties to such contract, but without legal effect, until it is signed by all of the joint parties on one side, or by all of the joint and several parties on one side. Under such a provision such contract does not come into existence if it is signed by less than all of the requisite parties,7 in the absence of circumstances which give rise to an estoppel or to waiver.8
14 Pouns v. Citizens' Fire Ins. Co., 144 La. 407, 80 So. 672.
15 German-Alliance Ins. Co. v. New-bera, 25 Okla. 489, 28 L. R. A. (N.S.) 337, 106 Pac. 826.
16 Liverpool and London and Globe Ins. Co. v. Kearney, 180 U. S. 132, 45 L. ed. 460.
1 See Sec. 213.
2 Ridgway v. Wharton, 6 H. L. Cas. 238; Winn v. Bull, L. R. 7, Ch. D. 20; Watson v. McCallum, 87 Law T. 547; Lynch v. Snead Architectural Iron
Works, 132 Ky. 241, 21 L. R. A. (N.S.) 852, 116 S. W. 603.
3 See |Sec. 2475 and 2485.
4 Heard v. Dooly County, 101 Ga. 619, 28 S. E. 086; Wortman v. Kleinschmidt, 12 Mont. 316, 30 Pac. 280; Coorsen v. Ziehl, 103 Wis. 381, 70 N. W. 562; Davis v. La Crosse Hospital Ass'n., 121 Wis. 570, 00 N. W. 351.
5 See Sec. 1175 and 2652.
6 Fourchy v. Ellis, 140 Fed. 140; Hardwood Package Co. v. Courtney Co., 253 Fed. 020.
Sec. 26C8. Other illustrations of conditions. A contract may be conditioned on ability to perform so that no liability is incurred for delay due to strikes and the like.1 Under an express provision for the cancellation of a contract, in case of war,2 or in case of a public calamity or casualty,3 an opera company may terminate a contract with an opera singer on the outbreak of the World War, although such contract was to be performed in the United States, and although the United States had not, at that time, entered the war.
A contract for the sale of property may be conditioned upon the quality of such property at a specified date.4 A promise by a property owner in the absence of the contractor, to pay subcontractors and materialmen if the contractor did not return, is discharged if the contractor returns and begins performance in a reasonable time.5 A contract for furnishing oil on condition that the wells should continue to gush, is discharged if the wells cease to gush.6 A contract for repaying to the assignor the amount which the latter has deposited in the treasury of the United States, whenever the United States Government should permit such deposit to be applied, his payment of such contract requires repayment whenever the government permits such application, either in whole or in part.1 A contract appointing a broker to sell realty may provide for payment when the property in question is sold.' A contract which provides for payment for drilling a well when the well has reached a certain depth, and conforms to certain specifications, is conditioned upon demonstration by the driller to the property owner of the fact that the well has reached such depth and is of the required character as a condition precedent to payment.9 In a contract of fidelity insurance, the prosecution of the embezzler may, by the terms of the policy, be a condition precedent to the recovery of indemnity.10 A provision in a policy of burglary insurance, to the effect that "all combination and time locks will continue to be regularly used," while the policy is in force, is a condition the breach of which discharges the insurance company from liability.11 Under a contract providing for additional compensation in case one of the parties to the contract refrains from the use of intoxicating liquor during the period of performance of a contract, which is personal in character, no recovery of such additional compensation can be had in case of breach of such condition.12 A contract for street car advertising to last until the termination of the right of the street car company to maintain advertisements in its street cars, has been held to terminate when the street car company sells all its advertising interests.13 An agreement between stockholders that on sale of stock by any party thereto, the others should have the first chance to purchase, the contract to terminate whenever either party should have disposed of the shares at the time owned by him, was held to terminate as to all the parties by the transfer by one stockholder of her stock to a person not a party to such contract, the other stockholders consenting.14 A provision requiring completion of a building contract by a certain time, only "provided there be no interference from labor strikes," does not excuse the contractor for delay caused by his employes' quitting work because the contractor did not pay them their wages.15 A contract providing for termination by one party if the other is in default can not be terminated by one who is himself in default and whose default has caused the default of the adversary party. Thus in such a contract a bridge company did not pay for work done and materials delivered as by its contract it was bound to do. By reason of such default the contractors were unable to proceed. The bridge company can not, on their default, exercise its option to terminate such contract.18 Under a provision to that effect, a vendor may rescind a contract for the sale of realty if any objection is made to the title which he is unable or unwilling to remove,17 and he may exercise such option after the purchaser has sued for rescission subject to a liability for costs.18
7 Russell v. Annable, 100 Mass. 72, 12 Am. Rep. 665; Bruch v. Shafer, 235 Pa. St. 500, 84 Atl. 515.
8 See Sec. 1109 and 2652.
1 Bennett v. Howard, 175 Ky. 797, L. R. A. 1917E, 1075, 195 S. W. 117; Har-die-Tynes Foundry & Machine Co. v. Glen Allen Oil Mill, 84 Miss. 259, 36 So. 262.
2 In re Boston Opera Co., 249 Fed. 271.
3 In re Boston Opera Co., 249 Fed. 269.
4 Stevens v. Lakewood Utilities Co., 189 Mich. 203, 155 N. W. 402.
5 Mulliken v. Harrison, 53 Fla. 255, 44 So. 426.
• United Fruit Co. v. Louisiana Petroleum Co., 115 La. 181, 38 So. 958.
7 Yanish v. J. Neils Lumber Co., 101 Minn. 78, 111 N. W. 921.
8 Pfantz v. Humburg, 82 0. S. 1, 91 N. E. 863.
9 Bain v. White, 256 Fed. 428.
10 London Guarantee and Accident Co. v. Fearnley, 5 App. Caa. 911
11 Franklin State Bank v. Maryland Casualty Co., 256 Fed. 356.
12 Clark v. West, 193 N. Y. 349, 86 N E. 1.
13 Eastern Advertising Co. v. McGaw, 89 Md 72, 42 Atl. 923.
14 Matter of the Petition of the Argus Co., 138 N. Y. 557, 34 N. E. 388.
15 McLeod v. Genius, 31 Neb. 1, 47 N. W. 473.