Conditions of contract
Contract Law

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.

A condition is an essential stipulation in a contract which a party promises to perform or fulfill. A breach of such a term (i.e. the condition of the contract) permits the inncocent party to terminate the contract such that the parties have no further obligations to perform the contract and claim damages for losses suffered as a result of the breach.  Thus conditions of contract are at the very root or substance of what the parties agreed, and are so essential to the agreement that the failure to perform or perform improperly by the other party may be considered a substantial failure to perform the contract at all.

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.

See warranties.