Condition precedent: what has to happen by one side before the other side has an obligation. Or, Party A must do X before Party B is obligated to do Y. Or, you have to e-mail me plans in Centerville from Duluth that I approve before I will pay you for any work.
This is an extremely useful style of clause in a contract. What is very nice, in a sense, under Minnesota law is that there is no set script as to how this clause is worded. Plain language can satisfy this requirement in many forms. In an unpublished (non-precedential) case this week, the court of appeals noted a "condition precedent is a contract term that calls for the performance of some act or the happening of some event after the contract is entered into, and upon the performance or happening of which the promisor’s obligation is made to depend." Despite the legal-ese nature of that citation, the court of appeals also noted "[t]here are no particular code words needed to form an
express condition [precedent]."
If you're looking to make sure something happens before you have an obligation, a properly, clearly enunciated condition precedent clause is your route. If you have questions on how to properly formulate such a clause for your situation, call on me to help with the writing.
