Given the fast-paced nature of most construction projects in New York City, strict compliance with the minute details of each contract clause often falls low on the list of the parties’ priorities. Although the parties can often fulfill their obligations through substantial compliance with an agreement’s terms, under certain circumstances, even a minor deviation from the contract’s requirements can forfeit a party’s rights or benefits.

In a prior article, we discussed conditions precedent in the context of notice provisions, but conditions precedent can operate in any form. (See, Kenneth M. Block, Enforcement of Notice Provisions NYLJ, Sept. 11, 2013, p. 5, col. 2). In the context of construction, provisions related to defective work, change orders, dispute resolution and delay claims are often drafted as conditions precedent. This article will explore the differences between typical contract terms and those that rise to the level of conditions precedent, the latter requiring strict compliance to avoid forfeiture.

Conditions Precedent