Summary of Pullman, Comley, Bradley and Reeves v. Tuck-it-away, Bridgeport, Inc. (1992)
Facts: Interpleader action between D and Vestpro (V); The parties signed a contract for the sale of real property, D seller and V buyer; V deposited $100K in escrow with D’s lawyers, P. This is the money in dispute. The contract stated that the closing date was December 10, 1988. V was allowed to extend the closing period for a fee and they did so four times. As the closing date approached they were short on funds, but D refused to allow another extension. On Dec. 10, nothing took place, but 4 doors later D received a letter from V attempting to cancel the contract on three grounds, including that a term of the contract, the size of a plot of land in question, was not accurately represented. Neither party knew of the incorrect description of the land. Both parties claim the other violated the contract.
Issue: Whether D’s agreement to deliver title was to simultaneous with the delivery of the money.
Holding: The express language of paragraph 4 of the contract evidenced the parties’ intent that the buyer’s (Vestpro) d14uty to tender full payment of the purchase price was a condition precedent of the seller’s (tuck-it-away) obligation to convey title to it.
Rule: A condition precedent is a fact or event which the parties intend must exist or take place before there is a right to performance.
Rationale: With respect to the time for performance of obligations contained in a contract, the general rule is: “Where all or part of the performances to be exchanged under an exchange of promises can be rendered simultaneously, they are to that extent due simultaneously, unless the language of the circumstances indicate the contrary (Restatement 234). Here, paragraph 4 of the contract provided: “At the closing, on payment of the purchase price as provided above, the seller shall deliver and the buyer shall accept, a full covenant Warranty deed . . . .” This language indicates that the parties agreed that the performances would not be rendered simultaneously, but rather that Vestpro’s duty to perform would be a condition precedent to Tuck-it-away’s obligation to tender and convey title. Because Vestpro failed on December 10, 1988, to tender the $ 1,800,000 balance due on the purchase price, Tuck-it-away was excused of its obligation to perform under the contract