Summary of Jones Associates v. Eastside Properties
Ct. of App. WA 
Relevant Facts: Pl Jones, an engineering, consulting, and surveying firm; and Eastside, a real estate developer, entered into a professional services agreement. Jones was to provide a feasibility study, master plan, surveys, and short plats for Eastside’s 180 acre parcel. The plat application was submitted to the County which gave a preliminary approval with numerous conditions attached. Eastside unsuccessfully appeal the conditions. The parties amended the original K, but incorporated the original K’s terms. Pl was to provide updated study, and revisions for recordation. Jones claims it performed all required services as agreed, and Eastside two conditions to payment were not met: both studies were not approved by Eastside, and County final plat approval was not obtained.
Legal Issue(s): Whether the provision specifying a requirement for approval is a promise or a condition precedent?
Court’s Holding: Approval was intended to be Jones’ duty, a Promise.
Procedure: Trial Ct. dismissed action against Df and awarded Df atty fees. Reversed and remand for trial.
Law or Rule(s): Determination of the intent of the contracting parties is to be accomplished by viewing the K as a whole, the subject matter and objective of the K, all the circumstances surrounding the making of the K, the subsequent acts and conduct of the parties to the K , and the reasonableness of respective interpretations advocated by the parties.
Court Rationale: An examination of the whole contract, circumstances surrounding the K’s formation, the parties’ subsequent conduct, and the reasonableness of the parties’ respective interpretations indicates that the parties intended Jones’ assumption of responsibility for obtaining the County’s approval to be a duty under the K, but not a C. P to payment. W/i the K, inserted by Eastside, “scope" there is no mention that Eastside would not be responsible for any costs if approval of the county wasn’t obtained. Then another provides evidence of Df’s ability clearly and unambiguously to express a C. P to payment. Ambiguous K language is strictly construed against the drafter. The change order was to revise and “file for recordation," not obtain county approval of the short plats. Df’s conduct subsequent to K formation supports the fact that the parties did not intend the provision to be a C. P. Rather than refuse to pay, Df tendered $15 K that was due. Df entered into a K amendment to comply w/ the county’s conditions rather than insisting that the C. P. of obtaining approval encompassed any additional services to secure approval. Approval was not obtained and Jones may be liable for breach of its promise to obtain approval.
Plaintiff’s Argument: The K provision is not a condition precedent but merely states that Pl was to perform all necessary engineering, consulting, and surveying related to df’s plat application.
Defendant’s Argument: The K provision created a condition precedent to payment by expressly stating Pl was responsible for obtaining approval by the county for all platting.