CACI No. 321. Existence of Condition Precedent Disputed

Judicial Council of California Civil Jury Instructions (2024 edition)

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321.Existence of Condition Precedent Disputed
[Name of defendant] claims that the contract with [name of plaintiff]
provides that [he/she/nonbinary pronoun/it] was not required to [insert
duty] unless [insert condition precedent].
[Name of defendant] must prove that the parties agreed to this condition.
If [name of defendant] proves this, then [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].
New September 2003
Directions for Use
This instruction should only be given if both the existence and the occurrence of a
condition precedent are contested. If only the occurrence of a condition precedent is
contested, use CACI No. 322, Occurrence of Agreed Condition Precedent.
Sources and Authority
Conditional Obligation. Civil Code section 1434.
Condition Precedent. Civil Code section 1436.
“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
“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. ‘[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.’ (JMR Construction
Corp. v. Environmental Assessment & Remediation Management, Inc. (2015) 243
Cal.App.4th 571, 593 [198 Cal.Rptr.3d 47].)
“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].)
“Dependent covenants or ‘[c]onditions precedent are not favored in the law
[citations], and courts shall not construe a term of the contract so as to establish
a condition precedent absent plain and unambiguous contract language to that
effect.’ (Colaco v. Cavotec SA (2018) 25 Cal.App.5th 1172, 1183 [236
Cal.Rptr.3d 542], internal citations omitted.)
“[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, §§ 803-814
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
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

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