Jungmann Co., Inc. v. Atterbury Bros., Inc.
249 N.Y. 119, 1928 N.Y. LEXIS 774, 163 N.E. 123 (1928)
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Rule of Law:
A party to a contract must strictly perform all conditions precedent in order to recover for a breach by the other party. Failure to comply with an express contractual requirement, such as a specific method of giving notice, constitutes a failure to perform a condition precedent that bars recovery.
Facts:
- In February 1923, the plaintiff and defendant entered into a written contract for the sale of thirty tons of casein.
- The contract required shipment from Europe during May-June and contained a clause stating, 'Advice of shipment to be made by cable immediately goods are dispatched.'
- On June 9, 1923, the plaintiff shipped the first fifteen tons of casein but failed to provide any notice of the shipment to the defendant.
- The defendant refused to accept the tender of this first shipment on June 20, 1923.
- On June 26, 1923, the plaintiff shipped the remaining fifteen tons of casein.
- The plaintiff did not provide advice of the second shipment by cable, but instead sent letters before and after the shipment date.
- Upon arrival of the second shipment, the plaintiff tendered the full thirty tons of casein, and the defendant refused the tender.
Procedural Posture:
- The plaintiff sued the defendant for breach of contract in the Trial Term (trial court).
- The Trial Term entered a judgment in favor of the plaintiff.
- The defendant, as appellant, appealed the judgment to the Appellate Division (intermediate appellate court).
- The Appellate Division affirmed the trial court's judgment in favor of the plaintiff-appellee.
- The defendant, as appellant, appealed to the Court of Appeals of New York (the state's highest court).
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Issue:
Does a seller's failure to provide notice of shipment via cable, as expressly required by a contract, constitute a failure to perform a condition precedent that bars the seller from recovering for the buyer's subsequent refusal to accept the goods?
Opinions:
Majority - Lehman, J.
Yes. A seller's failure to provide notice via the specific method required by the contract is a failure to perform a condition precedent, which bars the seller from recovery. The contract explicitly required 'Advice of shipment to be made by cable immediately goods are dispatched,' a clause inserted at the defendant's demand. The plaintiff failed to give this cabled notice for either shipment. It is irrelevant whether another form of notice might have been just as effective; the defendant stipulated for a specific kind of notice, and the plaintiff failed to provide it. A plaintiff may not recover on a contract without proving it has performed all conditions precedent required of it, and the failure to give notice according to the contract's terms is a bar to recovery.
Analysis:
This case reinforces the common law principle of strict compliance with express conditions precedent in contracts. The court's decision emphasizes that it will not substitute its own judgment of what constitutes a 'reasonable' or 'substantial' performance when the contract language is clear and specific. This precedent solidifies the idea that bargained-for terms, even those that may seem procedural or technical like the method of notice, are material and must be performed exactly as written. The ruling cautions contracting parties that failure to adhere to precise terms can result in the complete forfeiture of their right to enforce the other party's obligations.
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