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.
In the absence of a provision which either expressly or by necessary implication makes the approval of a third person, such as an architect, engineer, and the like, a condition precedent to recovery upon the contract, such approval will not be regarded as a condition precedent,1 even though the contract provides for supervision by such architect, engineer, and the like. Clauses of this sort are not favored in construction,2 and they are not extended beyond the words of the parties or the necessary inferences which must be drawn from the words which are used.3 It has been held that if the certificate does not specifically make the certificate of the architect a condition precedent to any recovery, but merely provides that payment shall be made upon such certificate, a contractor who has fully performed may recover on the common counts without producing such certificate or accounting for its absence.4 A contract which provides for manufacturing certain articles in accordance with the specifications, as laid down by a certain board, does not make the approval of such board a condition precedent to the right to recover on such contract if the articles conform to such specifications.5 If the property owner or the architect is by law required to obtain the approval of certain public officers to the plans according to which the building is to be constructed,6 and the contractor does not undertake to obtain such approval, such approval is not a condition precedent to the contractor's right to recover if he has performed the contract,7 even if the plans are not approved by the proper public officer.8
465 [affirmed, Moriarty v. Board of Commissioners, 00 N. J. 328, 100 Atl. 1070].
Pennsylvania. Corgan v. George F. Lee Coal Co., 218 Pa. St. 386, 120 Am. St. Rep. 891, 67 Atl. 655.
Vermont. Rossiter v. Cooper, 23 Vt. 522.
Wisconsin. Evans v. Bennett, 7 Wis. 404.
12 Garlock v. Motz Tire & Rubber Co.. 192 Mich. 665, 150 N. W. 344.
13 Bush V. Koll, 2 Colo. App. 48.
14 Mackenzie v. Minis, 132 Ga. 323, 23 L. R. A. (N.S.) 1003, 63 S. E. 900.
15 Koehler v. Buhl, 94 Mich. 496, 54 N. W. 157.
16 Schmand v. Jandorf, 175 Mich. 88, 44 L. R. A. (N.S.) 680, 140 N. W. 996.
17 Corgan v. George F. Lee Coal Co., 218 Pa. St. 386, 120 Am. St. Rep. 891, 67 Atl. 655.
18 American Music Stores v. Russel, 232 Fed. 306, L. R. A. 1916F, 882; Frary v. Rubber Co., 52 Minn. 264, 18 L. R. A. 644, 53 N. W. 1156.
19 Daniels v. Decatur County, 99 Ia. 440, 68 N. W. 718.
1 Derby Desk Co. v. Conners Brs. Construction Co., 204 Mass. 461, 90 N. E. 543; Welch v. Hubschmitt Building & Woodworking Co., 61 N. J. L. 57, 38 Atl. 824; Hunn v. Pennsylvania Institution for Instruction of the Blind, 221 Pa. St. 403, 18 L. R. A. (N.S.) 1248, 70 Atl. 812; Baumgartner v. Renton, 96 Wash. 588, 165 Pac. 484.
See also, McDowell v. Hemming Mfg. Co., 01 N. .J. L. 209, 102 Atl. 680.
2 Hunn v. Pennsylvania Institution, 221 Pa. St. 403, 18 L. R. A. (N.S.) 1248, 70 Atl 812; Baumgartner v. City of Renton, 96 Wash. 588,165 Pac. 484.
Like other contracts,9 such a contract must be construed as a whole;10 and a provision in one clause which makes the determination of the work by the engineer or architect final and conclusive, may be controlled by another clause which permits the property owner to interpose claim for defective work within a specified time.11 At the same time an unequivocal provision for performance to the satisfaction of the architect, is not overcome by a subsequent equivocal provision.12 A provision that materials which are delivered must be to the satisfaction of the architect, is not overcome by a subsequent provision for making payments in advance of delivery.18