Gray v Gardner
S. Ct.  Mass. [1821]
Author: Sam Biers

Relevant Facts: The parties entered into a written promise to pay the Pl with a condition.  ‘If a greater quantity of sperm oil should arrive in whaling vessels at Nantucket and New Bedford, on or between the 1^st day of April and the 1^st day of October then this obligation is void.” The consideration of the promise was a quantity of oil, sold by the Pl to the Dfs.  The same day a note to secure the price for the residue oil was created.  A certain vessel, Lady Adams, with a cargo of oil appears but neither anchors or moors before the hour of midnight passes.

Legal Issue(s): Whether promise to pay a certain sum on condition that a quantity of oil should arrive at certain ports within two fixed dates was a condition precedent or a condition subsequent?

Court’s Holding: A condition subsequent.

Procedure: Bench trial verdict for the Pl.  Affirmed.

Law or Rule(s): Every Contract is to be taken according to the intention of the parties to it, if such intention be legal, and capable of execution.  The subject matter is determined in common understanding, and according to the meaning of the parties.

Court Rationale: The words of the K show that there was a promise to pay, which was defeated by the happening of an event, (the arrival of a certain quantity of oil), in a given time.  It is like a bond with a condition; if the obligor would avoid the bond, he must show performance of the condition.  The Dfs promised to pay $.85 per gallon, on condition that the promise shall be void on the happening of the arrival of a whaling ship at Nantucket.  The burden of proof is upon the Dfs; and if they fail to show that the event has happened, the promise remains good.  The Lady Adams heaves in sight, but she does not come to anchor before the hour is gone.  In no sense can the oil be said to have arrived.  The vessel is coming until she drops anchor or is moored.

Plaintiff’s Argument: The obligation to perform ceased after midnight October 1, and no whaling ship arrived, therefor the amount promised is due.

Defendant’s Argument: The burden was on the PL, as the condition was precedent. Until the ship arrived, the promise did not take effect.  The pl must show the event occurred.

A promise was to pay a sum of money, on condition that, if a certain quantity of oil should arrive at certain ports, within two fixed days, the promise should be void: in an action upon this promise it was held that the burden was on the defendants to prove the arrival of the oil; and that to constitute such arrival, the vessel must be moored within the time stipulated.If a person enters into a contract to pay a sum of money with condition that the contract is to be void on the happening of a certain event, the burden is on him to prove that the event has happened, if he would avoid the payment of the money