Jurisdiction(s):
United Kingdom

Key definition

Condition definition

What does Condition mean? A condition is a contractual term that is fundamental to the bargain. Breach of a condition entitles the innocent party to terminate the contract (treat it as repudiated) and claim damages; breach of a warranty gives damages only. Whether a term is a condition is a matter of construction and context. Parties’ labels help but are not conclusive. Many conditions are implied by statute in sale of goods: the Sale of Goods Act 1979 (England & Wales and Scotland) and corresponding Northern Ireland legislation treat the implied terms as to title, description, satisfactory quality and fitness as conditions, with a...

Conditions precedent in commercial contracts: interpretation, typical conditions, notice requirements, prevention issues and drafting guidance under English law

Published by a LexisNexis Commercial expert

Practice notes

This Practice Note explores the definition, interpretation and practical Use of Conditions precedent in commercial arrangements. It also reviews common conditions precedent and key drafting considerations...

What are conditions precedent?

In a commercial Contract, a Condition precedent identifies an event that must occur before either:

the contract itself, or
a party’s obligations under the contract, take effect

Until that event is fulfilled, neither the agreement nor the relevant duty is binding. The leading authority on construing a condition precedent is Bremer Handelsgesellscheft Schaft mbH v Vanden Avenne Izegem PVBA [1978] 2 Lloyd’s Rep 109 (not reported by LexisNexis®). There, Lord Wilberforce explained that whether a clause amounts to a condition precedent, or is some other form of contractual term, turns on: (i) the wording of the clause, (ii) its place within the agreement as a whole, and (iii) broader legal considerations. The Court of Appeal has also acknowledged that, when deciding if a provision is a condition precedent, comparisons with other cases may not assist, as the drafting, the contract, the background and the context can differ...

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Web page updated on 21/05/2026

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