Question 1

What's the difference between a condition precedent and a condition subsequent?

Accepted Answer

A condition precedent must happen before an obligation begins. A condition subsequent, if it happens, ends an obligation that already exists. Example: 'Work starts after the deposit is received' (precedent). 'This license terminates if you're acquired by a competitor' (subsequent). One activates obligations; the other deactivates them.

Question 2

What happens if a condition precedent is never met?

Accepted Answer

The obligation it triggers never kicks in. If your contract says 'project begins upon receipt of signed SOW,' and the SOW is never signed, you're not obligated to start work. The contract might still be valid — but that specific obligation remains dormant until the condition is satisfied.

Question 3

Can a party prevent a condition precedent from being met?

Accepted Answer

Not legitimately. If one party deliberately prevents a condition from being met to avoid their obligations, courts will treat the condition as satisfied. This is called the 'prevention doctrine.' A client who refuses to provide required materials can't then claim 'we don't owe payment because the prototype was never delivered.'

Question 4

Can you waive a condition precedent?

Accepted Answer

Yes. The party benefiting from the condition can waive it. If the contract says 'work begins upon board approval,' and you're the client, you can waive that requirement and authorize work to start without the board's sign-off. Get the waiver in writing to avoid confusion later.

Question 5

Are conditions precedent enforceable?

Accepted Answer

Yes, as long as they're clearly stated and the triggering event is defined with enough specificity. Vague conditions like 'when the time is right' won't hold up. 'Upon receipt of a $5,000 deposit to [account number]' is specific and enforceable.

Condition Precedent

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