California Civil Jury Instructions (CACI) (2017)

322. Occurrence of Agreed Condition Precedent

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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/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].
New September 2003
Directions for Use
Do not give this instruction unless the defendant has testified or offered other
evidence in support of his or her contention.
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 (10th ed. 2005) Contracts, §§ 776–791
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