Implied Conditions

Fixing order:

Passehl (Was estate entitled to enact property provision)

I: was estate entitled to enact property provision

R: Zoning ordinance only meant to describe fence that controlled size of property and not meant
to control size of the property. Agreement was for passehls to purchase land contained in fence
boundary. Estate obligated to provide title before any execution of penalty provision. New oral
agreement on march 24 was never agreed to by passehls as letter that contains terms only
threatens forfeiture. Both parties never performed, thus penalty provision is inapplicable.
C: Reversed for passehls
§ 2-507. Effect of Seller's Tender; Delivery on Condition. Pg. 979
(1) Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to his duty
to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract.
(2) Where payment is due and demanded on the delivery to the buyer of goods or documents of title, his right as
against the sellerto retain or dispose of them is conditional upon his making the payment due.
§ 2-511. Tender of Payment by Buyer; Payment by Check.
(1) Unless otherwise agreed tender of payment is a condition to the seller'sduty to tender and complete any
delivery.
Fixing Quality of performance:

Plante(Substantial performance; house build)

Brief Fact Summary. The Plaintiff, Eugene Plante (Plaintiff), agreed to build a house for the Defendants, Frank and Carol Jacobs (Defendants).
Disputes arose during construction and the house was never finished.

Synopsis of Rule of Law. There can be no recovery on a contract unless there is substantial performance.

Facts. The Defendants contracted with the Plaintiff to build them a new house in accordance with plans and specifications. The Plaintiff was paid
$20,000 during the course of construction. When disputes between the parties arose, the Defendants refused further payment and the Plaintiff
ceased building the house. The Plaintiff thereafter sued to establish a lien on the property.

Issue. Did the Plaintiff substantially perform, thereby entitling him to recovery?

Held. Yes. There can be no recovery on a contract unless there is substantial performance. “Substantial performance as applied to construction of
a house does not mean that every detail must be in strict compliance with the specifications and the plans.” Unless all details are made part of the
contract, something less than perfection is the test of substantial performance. Here, there were no specific details included in the contract.
Rather, the plan was a stock floor plan. There were no blueprints. Even though the Defendants were not satisfied with the house, the contract was
substantially performed. Damages equal the contract price less the damages caused to the Defendants by incomplete performance.

Discussion. A party must substantially perform his duties under a contract to recover for damages under the contract.

John(Outdoor motel display ) pg. 999

I: was contract entire or severable
R: signs 5 and 4 not in compliance. Found that John had not proven lost profits. Primary way to find if severable is
the intent of contradictions parties. Money apportioned for sign. Several billing “on per sign” basis.
C: Upheld as severable and reversed for plaintiff for sum of both defective signs

Convention on contracts pg.998

§ 2-717. Deduction of Damages From the Price. Pg. 1012
The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from
any breach of the contractfrom any part of the price still due under the same contract.