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conditional contract acceptance

conditional contract acceptance

Postby megaman » Sun Aug 20, 2017 1:06 am

There is a type of conditional acceptance of a contract which the person being offered the contract accepts the contact if a condition is met.

For example when selling a car a person may say i will buy it if it is proved that he owns it.

A common version of this is that a person asks for proof of ownership before handing over his money.
The acceptance is not considered to have been made until the condition is met.
and until this happens the person accepting the contract is free to withdraw.

What happens if the person offering the contract later informs the other party that he has fulfilled the condition but the other party withdraws before he can show him that he had fulfilled the condition.

for example
A offer's to sell a huge amount of unregistered land to B.
B says he agrees but wants to see the deed before he proceeds (ownership of unregistered land is shown via deeds).
A says he will contact the solicitor who holds the deed and arrange a meeting where he can display it to B
B accepts this.
later having contacted the solicitor and arranged the meeting B informs A that the deed is ready to be seen.
however A withdraws at this point.
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Re: conditional contract acceptance

Postby atticus » Sun Aug 20, 2017 6:16 am

Meggers, you have a habit of repeatedly posting the same questions. Can I ask that before you start a topic you review your previous posts to check whether you have already covered this ground.

In this case: viewtopic.php?f=24&t=7707&p=102117#p102117

The answer is that if the condition is met, the contract becomes unconditional and can be enforced with a claim for specific performance and/or damages.
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Re: conditional contract acceptance

Postby theycantdothat » Sun Aug 20, 2017 11:26 pm

megaman wrote:for example
A offer's to sell a huge amount of unregistered land to B.
B says he agrees but wants to see the deed before he proceeds (ownership of unregistered land is shown via deeds).
A says he will contact the solicitor who holds the deed and arrange a meeting where he can display it to B
B accepts this.
later having contacted the solicitor and arranged the meeting B informs A that the deed is ready to be seen.
however A withdraws at this point.


In this particular case, as land is involved, there is no contract at all unless the requirements of section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 (basically that the contract must be in writing) are met.

Conditional contracts are of two types. The first is that the contract itself is conditional and the second is that completion of the contract is conditional. In the first type all performance is suspended until the condition(s) is/are met. In the second type certain obligations have to be fulfilled to ensure completion can take place.

So, if A agrees to buy a car from B for x pounds if A's wife wins the lottery within a year, the contract is of the first type.

If A agrees to buy a car from B for x pounds if B provides proof of ownership within a week and no obligation is imposed on B to provide the proof, that is also a contract is of the first type.

If A agrees to buy a car from B for x pounds if B provides proof of ownership within a week with an obligation imposed on B to provide the proof, whether it is a contract is of the first or second type depends on the wording.

If the contract is in the form: "A agrees to buy a car from B for x pounds. This contract is conditional on the car passing its MOT within a month. B agrees to do everything necessary to ensure the car passes its MOT" then it is a contract of the first type. The whole contract is conditional which means that B's obligation is not in fact binding. The obligation only arises once the car passes its MOT by which time it is unncessary. B is not in breach of contract if he fails to comply with the obligation.

If the contract is in the form: "A agrees to buy a car from B for x pounds. Completion of this contract is conditional on the car passing its MOT within a month. B agrees to do everything necessary to ensure the car passes its MOT" then it is a contract of the second type. B's obligation arises immediately the contract is made. B is in breach of contract if he fails to comply with the obligation.

In any case, absent agreement to the contrary, A can elect to waive the condition. A condition may be waived by a party so long as it is for his benefit and is severable from the contract.

It can all get quite complicated.
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