Tuesday, March 26, 2013

Condition Precedent from "Gung Ho"

From the movie Gung Ho comes this clip on condition precedent.  I show this clip in class and then ask students to tell me the contract terms.  Inevitably, the response is that the union will produce 15,000 cars in a month and the company will restore workers' pay and guarantee full employment. But that answer is wrong. The contract promises are that the union workers will work and the company will restore their pay and guarantee full employment.  But the company's promises need not be performed unless and until the workers produce 15,000 cars in a month. Production of the 15,000 cars is not a contract promise, but a  condition precedent to be met prior to the company's obligation to perform becoming absolute.  Otherwise, if the union had made a promise to produce the 15,000 cars/month, then failure to do so would be a breach of contract allowing the company to sue for damages. And that is clearly not the intent of the parties.

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