When Schlosser unilaterally revoked her “offer,” Flynn sued for breach of contract. Schlosser claims the approval provision was a condition precedent to the existence of a binding contract and, thus, she was free to revoke. Decision?
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Schlosser entered into an agreement to purchase a cooperative apartment from Flynn Company. The written agreement contained the following provision: This entire agreement is conditioned on Purchaser’s being approved for occupancy by the board of directors of the Cooperative. In the event approval of the Purchaser shall be denied, this agreement shall thereafter be of no further force or effect. When Schlosser unilaterally revoked her “offer,” Flynn sued for breach of contract. Schlosser claims the approval provision was a condition precedent to the existence of a binding contract and, thus, she was free to revoke. Decision? |
Explanation
The contract formed is through the consent of both parties. So, the condition precedent is not related to the creation of the contract, rather it is related to the obligation of both parties to perform. The intent of contract creation is backed in the written form. It is also a fact that the purchase does not rely on the approval of any condition put before it. So, unless the approval referred to is not denied, Individual S is going to perform their obligation.
Verified Answer
Individual S is bound to perform their obligations as per the contract. The duty to perform is the first condition in the contract; it comes before any other condition. The duty to perform supersedes all the other conditions such as approval of purchase.
