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There are two parties to a contract. Call them Party1 and Party2. The contract will take effect when Party1 meets condition precedent A, and Party2 meets condition precedent B.

Party1 meets condition precedent A. Party2 does not meet condition precedent B.

My understanding is that Party1, having met his obligation, condition precedent A, can now enforce the contract against Party2. But Party2 can't enforce the contract against Party1 because he hasn't met condition precedent B.

Is this, in fact, the case?

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  • The law in the U.S. simply doesn't have answer to legal questions at that level of generality.
    – ohwilleke
    Jan 25, 2021 at 20:30

2 Answers 2

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Party1, having met his obligation, condition precedent A, can now enforce the contract against Party2. But Party2 can't enforce the contract against Party1 because he hasn't met condition precedent B. Is this, in fact, the case?

Yes, although the term of "one way contract" is odd or a misnomer because the way you describe this scenario suggests there are two independent exchanges of considerations (or of promises) consolidated in the same contract: one exchange is premised on condition precedent A only, and the other premised on condition precedent B only.

For it to be otherwise, the contract would have to tie/link Party 1's benefits to the fulfillment of condition B or to an external condition. But that would imply that not all the conditions precedent to which Party 1 is subject are met yet.

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That depends very much on exactly how the contract is written. It would be possible (albeit unusual) to create a contract such that Party 2's obligations come into force when condition A is met, but Party 1's obligations take effect only when condition B is met. For this to be valid, in a common-law jurisdiction,. there would need to be consideration for each party's obligation even in the case where the other condition has not (yet) been fulfilled.

In that case, each party's obligations are enforceable against that party when the proper condition has been met, and not before that.

This could be described as two related contracts in one document. I would not call it a "one-way contract".

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