Question 1

What triggers a condition subsequent?

Accepted Answer

Whatever the contract says. Common triggers include exceeding usage limits, failing to meet performance benchmarks, changes in ownership, regulatory changes, or specific dates. The event needs to be clearly defined in the contract — vague triggers lead to disputes about whether the condition was actually met.

Question 2

What happens when a condition subsequent is triggered?

Accepted Answer

The affected obligation ends or changes. This could mean a license terminates, a payment obligation stops, or different contract terms kick in. The exact consequence depends on what the contract specifies. Always read what happens after the trigger — does the whole contract end, or just one provision?

Question 3

Can a condition subsequent be removed from a contract?

Accepted Answer

Through amendment, yes — if both parties agree. You might negotiate removal of a condition subsequent during a contract renewal, especially if you've demonstrated that the risk the condition was designed to address no longer applies. Put the removal in writing as a formal amendment.

Question 4

Is a condition subsequent the same as a termination clause?

Accepted Answer

They're related but not identical. A termination clause gives one or both parties the right to end the contract (usually with notice). A condition subsequent automatically triggers a change when an event occurs — no notice or action required. The distinction: termination is a choice; a condition subsequent is automatic.

Question 5

Are conditions subsequent enforceable in employment contracts?

Accepted Answer

Yes, with limits. An employment agreement might include conditions subsequent like 'this non-compete survives unless the company terminates you without cause.' Courts enforce these as long as they're reasonable and clearly stated. But conditions that are overly punitive or against public policy may not hold up.

Condition Subsequent

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