ABOUT THIS EPISODE
⚖️ Hear the rules. Follow the stories. Connect the dots.⚖️
Five companion resources from The Law School of America.
🎬 THREE ILLUSTRATED GUIDES
👉 The Last Edition — Follow the case.
👉 The Price of a Promise — Trace the broken bargains.
👉 When the Lights Return — Step into the countdown.
📚 TWO TEXT GUIDES
📖 The Contracts Book — Deepen your understanding.
🎯 The Summary Guide — Sharpen your review.
See it. Study it. Review it.
Explore all three stories, build your foundation with the book, then pull it together with the summary guide.
🎧 EPISODE SUMMARY 🎧
Determining what happens after formation requires a rigorous evaluation of conditions, performance standards, and the timing of a breach.
Conditions determine whether a duty to perform ever arises. Express conditions require strict compliance, while constructive conditions—implied by courts to order performances—require only substantial performance. Conditions precedent must occur before a duty arises, whereas conditions subsequent extinguish an existing duty. Conditions may be legally excused if a party wrongfully prevents their occurrence or voluntarily waives them.
When performance falls short, the governing legal regime dictates the result. Under the common law, a material breach deprives a party of the benefit of the bargain and completely excuses their return performance. Conversely, substantial performance means the contract remains binding and the nonbreaching party must perform, though they may deduct damages for the minor shortfall.
Article 2 abandons substantial performance in favor of the perfect-tender rule, allowing a buyer to reject goods that fail to conform in any respect. However, this strict rule is balanced by the seller's right to cure before the deadline, the rules dictating final acceptance of goods, the high bar for revoking that acceptance, and the substantial-impairment standard applied to installment contracts.
Finally, if a party issues an unequivocal repudiation before performance is due, the nonbreaching party may sue immediately or suspend their own performance. A repudiation may be retracted unless the innocent party has detrimentally relied upon it or finalized the breach. If a party is merely insecure rather than unequivocally repudiating, they may demand adequate assurances, transforming uncertainty into a clear legal resolution. Mastering these doctrines ensures absolute precision when analyzing the execution and breakdown of contractual relationships.
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