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Irving v. Town of Clinton

Supreme Judicial Court of Maine
711 A.2d 141 (1998)
ELI5:

Rule of Law:

The nonoccurrence of an express condition precedent within a contract discharges the parties from their duties, and no breach of contract can occur.


Facts:

  • Kenneth Irving, Jr. and the selectmen for the Town of Clinton signed a document titled 'Snow Plowing and Road Sanding Contract' for the 1996-1997 winter season.
  • The contract stipulated that Irving would be paid $107,723.96 for his services.
  • Paragraph 13 of the document stated that the contract was 'contingent upon voter approval' of the Highway Department budget at the town meeting on June 25, 1996.
  • At the town meeting, voters amended the proposed budget, reducing the appropriation for snow removal from the anticipated $107,860 to $99,999.
  • Following the vote, the Town offered Irving a snowplowing contract for the reduced, voter-approved amount.
  • Irving refused the Town's new offer.

Procedural Posture:

  • Kenneth Irving, Jr. filed a breach of contract lawsuit against the Town of Clinton in the Superior Court (Kennebec County), a state trial court.
  • The Town of Clinton moved for a summary judgment.
  • The Superior Court granted summary judgment in favor of the Town, reasoning that no contract was ever formed because the selectmen lacked authority to bind the municipality.
  • Irving, as the appellant, appealed the summary judgment to the Supreme Judicial Court of Maine, the state's highest court.

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Issue:

Does the failure to fulfill an express condition precedent, such as obtaining voter approval for a specific contract amount, discharge the contractual duties of the parties?


Opinions:

Majority - Dana, Justice.

Yes, the failure to fulfill the express condition precedent discharges the contractual duties of the parties. The contract contained an explicit condition in paragraph 13 requiring voter approval of the specific budget item. The voters did not approve the contract as written; instead, they appropriated a lesser amount for snow removal. Citing the Restatement (Second) of Contracts, the court held that the nonoccurrence of this condition precedent discharged the Town's duty to perform under the contract. Because the Town’s duty was discharged, it could not have breached the contract.



Analysis:

This case serves as a clear illustration of the power of a condition precedent in contract law. It establishes that when a contract's effectiveness is explicitly made contingent on a future event, that event must occur exactly as specified for the contract to be enforceable. The court's decision to bypass the issue of the selectmen's authority and focus solely on the unmet condition shows that a failure of a condition precedent is a dispositive issue. This precedent reinforces that parties, particularly those contracting with municipal governments, must be aware that conditional approval clauses will be strictly construed and that substantial but incomplete fulfillment is not sufficient to trigger contractual obligations.

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