conditions of contract

In any contract, whether oral, written, or partly oral and partly written, each of the terms of a contract are either a condition or warranty. Whether a term of the contract is a condition or warranty relies on their relative importance in the particular contract. Rules of construction of contracts allow courts to resolve ambiguity and uncertainty in properly classifying whether a term is a condition or warranty. Accordingly the phrase 'conditions of contract' is not a reference to all the terms of the contract, but to the conditions (as opposed to warranties) contained in the particular contract.

There is a further class of terms referred to as 'intermediate terms' which may be either conditions or warranties in the agreement. The decision relies upon the nature and consequences of the breach of contract.

Words and conduct by the parties may contribute to a finding that a term of the contract is at law a condition of the contract.  A term may also be considered a condition as opposed to a warranty as a result of the nature or purpose of the contract.

Usage: The contractual term to deliver the software by the stipulated date was found to be a condition of the contract.

Related Words: breach of contract; contract; agreement.