Conditions Precedent in Minnesota Contracts

What is a condition precedent in a Minnesota contract?

In contract law, a condition precedent is an event that must happen before a party’s duty to perform comes due. In Capistrant v. Lifetouch National School Studios, Inc., 916 N.W.2d 23 (Minn. 2018), the Minnesota Supreme Court described it as a contract term that “calls for the performance of some act or the happening of some event after the contract is entered into, and upon the performance or happening of which [the promisor’s] obligation is made to depend.” An earlier decision, Carl Bolander & Sons, Inc. v. United Stockyards Corp., 215 N.W.2d 473 (Minn. 1974), quoted the definition as “any fact except mere lapse of time which must exist or occur before a duty of immediate performance by the promisor can arise.”

A condition can control a duty under an existing contract, or whether a binding contract forms at all. In Aslakson v. Home Savings Ass’n, 416 N.W.2d 786 (Minn. Ct. App. 1987), the Court of Appeals quoted the Minnesota Supreme Court’s description of a condition precedent as “one which is to be performed before the agreement of the parties becomes operative.” In National Union Fire Insurance v. Schwing America, Inc., 446 N.W.2d 410 (Minn. Ct. App. 1989), approval by Minnesota’s Commissioner of Insurance was “a condition precedent to formation of an insurance contract.” Either way, “a party to the contract does not acquire any rights under the contract unless the condition occurs,” as the Schwing court put it.

The words “condition precedent” do not have to appear in the contract, the Court of Appeals confirmed in Hegenes Properties, LLC v. Rodriguez, No. A25-1728 (Minn. Ct. App. May 26, 2026). But “a condition precedent will not be found absent unequivocal language.”

Is a contract contingency a condition precedent?

Yes. A contingency, such as a financing, inspection, appraisal, or permit contingency, makes one party’s obligation depend on an event, which is what a condition precedent does. In Aslakson, a sale stated, “This offer is contingent upon buyer being able to assume the loan,” and the court agreed that no contract with the buyer could arise without the lender’s approval of the assumption, which it called a condition precedent. In Hanson v. Moeller, 376 N.W.2d 220 (Minn. Ct. App. 1985), the court treated a financing contingency as “a condition precedent which must be performed before the contract becomes enforceable.” When a contingency fails, the party it protects can walk away without breaching. For contingencies in real estate deals, see Minnesota commercial purchase agreement contingencies.

What are some examples of a condition precedent?

These Minnesota cases show conditions precedent at work and what happened when each one failed.

Contract	The condition	What happened
Purchase of three rental properties (Hanson)	“Contingency on buyer obtaining a 2nd mortgage on the property at 515 Harrison by Dec. 30, 1983.”	The written mortgage commitment came after the deadline. The sellers refused to close, and the buyers lost their claim for specific performance.
Home purchase (Kalenburg v. Klein, 847 N.W.2d 34 (Minn. Ct. App. 2014))	Financing, with a duty to use best efforts to get it	Two loan applications were denied after low appraisals. The agreement was canceled, and the sellers’ best-efforts claim failed.
Earnest money contract (Chapman v. Salem Lutheran Church, 221 N.W.2d 129 (Minn. 1974))	“In event the buyers cannot secure the above mortgage, this agreement shall become null and void and the earnest money paid herein shall be refunded.”	The mortgage was not procured in time because the seller did not provide the instruments needed to pass title. The buyers got their $500 back with interest.
Insurance quotation (Schwing)	“Quotation is subject to approval by the Insurance Department, State of Minnesota.”	Approval was never obtained, and the court directed judgment dismissing the insurer’s premium claim.
Paint supply agreement (Valspar Refinish, Inc. v. Gaylord’s, Inc., 764 N.W.2d 359 (Minn. 2009))	Written notice of default, with 60 days to cure, before terminating	The buyer complained orally and by email, then switched suppliers. Its breach of contract, revocation, and warranty claims were barred.
Excavation bid (Carl Bolander)	A firm price “assuming that no extreme depth pockets of unsuitable material exists that do not show up in your soil borings”	The price cap was an express condition precedent; if extreme depth pockets existed, the contract’s unit prices would govern instead.
Apartment lease (Hegenes)	“[a]n apartment is reserved only when an approved application and full security deposit are received. Until then, it remains available for rent.”	The tenant never paid the deposit, so she never held a present right to possession, and the court reversed an eviction judgment against her.

An inspection contingency works the same way. Suppose a contract to sell a classic car depends on the car passing an independent appraiser’s inspection for original parts and good working order. The buyer’s duty to buy does not arise unless the car passes. If it fails, the buyer can walk away without breaching, and the seller is not in breach just because the condition failed. The analysis changes if the seller also promised the car’s condition, because one term can be both: of a land-clearing term in Steller v. Thomas, 232 Minn. 275, 45 N.W.2d 537 (1950), the Minnesota Supreme Court said, “This was an express condition as well as an express promise.”

What role do third parties play in condition precedent failures?

Many conditions turn on someone outside the deal: a lender’s approval (Aslakson, Kalenburg), a regulator’s approval (Schwing), or a project owner’s payment. Unclear language will not make a third party’s act a condition of your duty. In Mrozik Construction, Inc. v. Lovering Associates, Inc., 461 N.W.2d 49 (Minn. Ct. App. 1990), the Court of Appeals followed decisions noting that conditions precedent are “especially disfavored when the obligee has no control over the occurrence of the event in question,” as when “the subcontractor has no control over the owner’s payment to the general contractor.” If your deal depends on a third party, say plainly that your duty depends on that party’s act, set a deadline for it, and say who must apply for it.

What happens after the failure of a condition precedent?

When a condition fails and nothing excuses it, the duty it controlled never comes due, and nobody is in breach for that reason alone. The Minnesota Supreme Court said in Capistrant that “if the event required by the condition does not occur, there [is] no breach of contract,” quoting 451 Corp. v. Pension System for Policemen & Firemen, 310 N.W.2d 922 (Minn. 1981). In 451 Corp., a lender’s resolution made a $3.45 million mortgage loan “subject to approval of the documents as to legality and form by the Office of the Corporation Counsel,” the approval never came, and the court held that the lender’s obligation, if any, “was discharged, since the condition to performance of the obligation never occurred.”

Three consequences follow:

1. No damages or forced performance for the missed event alone. In Hanson, the buyers could not force the sale once the financing contingency failed.
2. The contract’s exit terms control the money. The Supreme Court enforced a clause making the agreement “null and void” with the earnest money “refunded” in Chapman. In Kalenburg, a clause stating that the agreement “is canceled” if the buyer could not get financing ended the deal by its own terms, without the declaratory cancellation the sellers argued was required.
3. Separate promises survive. In Steller, a timber buyer’s failure to pile and burn brush “constituted not only a breach of an express condition, but also a breach of a contractual duty imposed upon defendant by his promise to do so.” A promise to try, such as a best-efforts clause, can be sued on by itself, as the sellers in Kalenburg did.

Whether the condition was satisfied is often the real fight. In Hanson, the contingency required “an enforceable loan commitment” by the deadline, and “verbal assurances” from the mortgage broker “did not amount to an enforceable commitment and therefore did not satisfy the condition.” A failed condition can also be excused, and then the conditioned duty comes due after all; the excuse sections below explain how.

Who has to prove the condition occurred?

The party suing. Under Lyon Financial Services, Inc. v. Illinois Paper & Copier Co., 848 N.W.2d 539 (Minn. 2014), the elements of a breach-of-contract claim are “(1) formation of a contract, (2) performance by plaintiff of any conditions precedent to his right to demand performance by the defendant, and (3) breach of the contract by defendant.” Pleading is more forgiving: under Minn. R. Civ. P. 9.03, “it is sufficient to aver generally that all conditions precedent have been performed or have occurred,” and “A denial of performance or occurrence shall be made specifically and with particularity.”

How does Minnesota distinguish a condition from a covenant?

A covenant is a promise to do or not do something. A condition is an event whose occurrence triggers a duty. The same event can be drafted either way, and the court reads the document to see which the parties chose.

In Mrozik, a subcontract said, “At all times the Subcontractor shall be paid to the extent that the Contractor has been paid on the Subcontractor’s account.” The owner became insolvent, and the general contractor argued that the owner’s payment was a condition precedent to its own duty to pay the subcontractor. The Court of Appeals rejected that reading. It held that a subcontract should not be read to make payment to the general contractor a condition precedent “absent unequivocal, unambiguous language to that effect,” and that the clause “can be construed to mean merely that the timing of payment to the subcontractor must not be delayed after the general contractor receives funds from the owner.” The general contractor still owed the subcontractor.

Mrozik states the rule that runs through Minnesota condition cases: “If the language is ambiguous, it cannot be unequivocal; and we hold here that a condition precedent will not be found absent unequivocal language.” The court relied on the Restatement (Second) of Contracts, which prefers “an interpretation . . . that will reduce the obligee’s risk of forfeiture.” When a clause can be read either as a promise or as a condition, a Minnesota court will not read it as a condition.

What contract language signals a true condition?

No magic words are required: “there are no particular code words needed to form an express condition,” the Minnesota Supreme Court noted in Carl Bolander. What matters is language that makes the duty depend on the event without ambiguity. Minnesota courts have found conditions in clauses using these phrases:

• “Contingent upon”: “This offer is contingent upon buyer being able to assume the loan” (Aslakson).
• “Subject to”: “Quotation is subject to approval by the Insurance Department, State of Minnesota,” which the court called “clearly a condition precedent” (Schwing).
• “Assuming that”: a firm price “assuming that no extreme depth pockets of unsuitable material exists” (Carl Bolander).
• “Only when” and “until then”: the court noted that “‘When’ and ‘until’ are frequently found in explanations of the function of conditions precedent” (Hegenes).

Language framed as an obligation, such as “the buyer shall apply for financing within five days,” creates a promise. And Mrozik shows that even a clause tying payment to an event (“to the extent that”) can be read as a promise about timing rather than a condition.

In my practice, the cleanest way to draft a condition is to use the conditional phrase, identify the event in operative terms, and then say what happens if the event does not occur:

If and only if [event] occurs by [date], then [obligor] shall [perform]. If [event] does not occur by [date], this agreement shall be void and neither party shall have any further obligation.

That clause names the event, the deadline, and the consequence, which is the kind of unequivocal language Mrozik requires. For related drafting issues, see legal triggers for withholding payment in B2B contracts and how integration clauses treat side letters and earlier agreements.

Why does the distinction between a condition and a covenant change the remedy?

If the term was a covenant, its breach gives you a damages claim, and whether you may stop performing depends on how serious the breach is. If the term was a condition, its failure means the conditioned duty never came due, so there is no breach of that duty to sue on. Other obligations under the contract, separate promises, and the excuse doctrines below may still come into play.

That is why Minnesota’s insistence on unequivocal conditional language matters. A condition can end a deal, while a covenant keeps it in place and gives the injured party damages. The Minnesota Supreme Court looks “with disfavor on forfeitures of all kinds” and “will avoid forfeitures when reasonably possible to do so” (Capistrant).

Does the other side’s earlier breach excuse your performance? (Antecedent breach)

An antecedent breach is a breach by the other side before your own performance is due. It excuses you only if it is material. Minnesota courts describe a material breach as “[a] breach of contract that is significant enough to permit the aggrieved party to elect to treat the breach as total (rather than partial), thus excusing that party from further performance and affording it the right to sue for damages,” and as one that “goes to the root or essence of the contract” (BOB Acres, LLC v. Schumacher Farms, LLC, 797 N.W.2d 723 (Minn. Ct. App. 2011)). In BOB Acres, a missed closing date was not a material breach even though the contract recited that time was of the essence, so the purchase agreement stayed enforceable. And the party in breach cannot use your later nonperformance as its excuse: “a repudiating party cannot set up the other party’s subsequent nonperformance or a breach to avoid liability for its own prior total breach” (Space Center, Inc. v. 451 Corp., 298 N.W.2d 443 (Minn. 1980)).

The difference from a failed condition is fault. A breach is a broken promise: the breaching party owes damages, and the breach excuses you only if it is material. A failed condition is not a breach by anyone; the conditioned duty simply never comes due. If you are weighing a claim, see breach of contract.

What is the difference between a condition precedent and a condition subsequent?

A condition precedent must happen before a duty or right arises. A condition subsequent operates on a right that already exists and can cut it off. The Minnesota Supreme Court drew the line in Nathe Bros., Inc. v. American National Fire Insurance Co., 615 N.W.2d 341 (Minn. 2000), quoting its earlier explanation that “[w]hile the provisions prescribing the time within which to give proof of loss are in the form of conditions precedent, they are in reality conditions subsequent affecting rights that have already accrued under the policy.” It added that “A condition subsequent should never be construed as defeating an already vested right, unless the intention of the parties to create a forfeiture is unquestionable.” The court held that an insured’s sworn proof of loss, submitted about 84 days after the insurer’s request instead of within 60 days, “does not operate as an automatic bar to recovery,” because nothing in the policy made late proof fatal to the claim or a condition precedent to the insurer’s liability.

The label sometimes matters less than the result. In 451 Corp., the Supreme Court said the counsel-approval requirement could be considered “either as a condition precedent to formation of a contract, or as a condition subsequent to a contract already formed,” and declined to choose, “since whichever way the condition is characterized, if the event required by the condition does not occur, there can be no breach of contract.”

The practical difference for you: a condition precedent gives you no right until the event happens, and if you sue, you must show it happened. A condition subsequent threatens a right you already hold, and Minnesota courts will not read it to defeat that right unless the intent to do so is unquestionable.

Is there a good-faith requirement to fulfill a condition precedent?

Minnesota law imposes a good-faith limit, and your contract can impose more. First, you cannot block a condition and then rely on its failure. In In re Hennepin County 1986 Recycling Bond Litigation, 540 N.W.2d 494 (Minn. 1995), the Minnesota Supreme Court explained that every contract includes “an implied covenant of good faith and fair dealing requiring that one party not ‘unjustifiably hinder’ the other party’s performance of the contract,” and that “the party to a contract cannot take advantage of the failure of a condition precedent when the party itself has frustrated performance of that condition.” There, the county told its banks it would not approve an extension of the letter of credit backing its bonds, which triggered an early redemption, and the court held the bondholders had stated a claim for breach of the implied covenant. Employment contracts are the exception: the court has “not read an implied covenant of good faith and fair dealing into employment contracts” (Hunt v. IBM Mid America Employees Federal Credit Union, 384 N.W.2d 853 (Minn. 1986)).

Second, when the contract makes a condition depend on a party’s effort or judgment, that party has to exercise it. In Kalenburg, the financing addendum required best efforts, which “are measured by the measures that a reasonable person in the same circumstances and of the same nature as the acting party would take.” The buyers met that standard by applying through a mortgage broker three days after signing and then applying to a second lender. When a condition is someone’s approval, the approval must be honest: in 451 Corp., the lender’s counsel “was required to exercise its best judgment in a reasonable manner, in good faith and with honest intent,” and because it did, its refusal ended the lender’s obligation.

The implied covenant “does not extend to actions beyond the scope of the underlying contract” (Hennepin County). If you want the other side to work to satisfy a condition, write the steps, the effort standard (reasonable or best efforts), and the deadline into the contract. For more on the covenant, see the implied covenant of good faith and fair dealing.

How does the substantial-performance doctrine treat conditions?

Substantial performance is a rule about promises, best known from construction. The Minnesota Supreme Court explained in Material Movers, Inc. v. Hill, 316 N.W.2d 13 (Minn. 1982) that “[t]he general rule in building and construction contracts is that the duty to perform is satisfied by ‘substantial performance.’” A contractor who has substantially performed “is entitled to recover the contract price, less the sum necessary to cure the defects,” but the doctrine “does not apply when the omissions or departures from the contract are intentional or so substantial as not to be capable of remedy” (Sward v. Nash, 230 Minn. 100, 40 N.W.2d 828 (1950)).

Conditions are held to a stricter standard. In Capistrant, the Minnesota Supreme Court said its precedent reflects the “general rule” that “conditions . . . must be literally met or exactly fulfilled, or no liability can arise on the promise qualified by the condition.” The court added that it had “never explicitly decided whether the breach of a condition precedent must be material in order to relieve the non-breaching party of its obligation under the contract,” and it allowed a narrow excuse, covered below, for an immaterial condition whose enforcement would cause a disproportionate forfeiture. For a condition, then, the question is whether it occurred, and if it did not, whether something excuses it.

If a deadline matters enough to be a true condition, draft it as one and enforce it. If it does not, draft it as a covenant, so that late performance gives you damages instead of a fight over forfeiture.

When will a Minnesota court excuse a missed condition?

Four arguments come up when a condition is missed, and each requires proof of specific facts rather than a general appeal to fairness: waiver (the intentional relinquishment of a known right), estoppel (reasonable reliance on the other side’s promises or inducements), prevention (the party relying on the failed condition caused the failure), and disproportionate forfeiture (under Capistrant, a condition that was not a material part of the exchange and a forfeiture out of proportion to what the condition protects).

How does waiver eliminate a condition?

As the Minnesota Supreme Court put it in Valspar, waiver is “the ‘intentional relinquishment of a known right.’” “Knowledge and intent are essential elements of waiver,” but “[t]he requisite knowledge may be actual or constructive and the intent to waive may be inferred from conduct.” A party can waive a condition in writing or by how it acts: “A party can waive a condition by receiving further performance from the other party, with knowledge that the condition has not been performed” (Schwing, quoting an earlier decision).

The common pattern is acceptance: a buyer closes despite shaky financing, a lender keeps funding despite a known covenant breach, a franchisor keeps cashing royalty checks while required reports come in late. A court can treat conduct like that as evidence of waiver. In BOB Acres, a seller kept negotiating an easement with the buyer after the closing date passed, and the Court of Appeals reversed a finding that the seller had kept its right to the original closing date, because its actions suggested it had waived timely closing.

Knowledge is required, and cooperation alone is not waiver. In Hanson, a seller asked for an extension of the closing date before he knew the financing deadline had been missed, so he could not have waived the condition. In Valspar, a supplier’s efforts to fix a customer’s complaints did not waive its right to written notice of default: “cooperation between businesses to resolve product performance issues under a contract, without more, is insufficient to raise an issue of fact regarding waiver of express terms of an agreement.” If you let one deadline slide and plan to hold the other side to the next one, say so in writing before it arrives. Because waiver turns on knowledge and intent, a clear written position is the best evidence of what you intended.

Can a condition precedent be waived by one party?

Yes, if the condition protects only that party. “A party may unilaterally waive a condition precedent if it was intended solely for his benefit and protection,” the Court of Appeals explained in Hanson, and waiver “is essentially unilateral,” in the words of Valspar. When a condition protects both sides, both must waive it. In Hanson, the buyers may have waived their financing contingency by signing an addendum, but the contingency also protected the sellers, who did not waive it, so no enforceable contract came into existence. If you want the right to waive a condition by yourself, say in the contract that it is for your sole benefit.

How does estoppel apply to a missed condition?

Estoppel looks at the other side’s reliance rather than your intent. Under Minnesota’s test, the party invoking equitable estoppel must prove “(1) that promises or inducements were made; (2) that it reasonably relied upon the promises; and, (3) that it will be harmed if estoppel is not applied” (Hydra-Mac, Inc. v. Onan Corp., 450 N.W.2d 913 (Minn. 1990)).

In a condition dispute, the argument usually starts with an informal assurance. A general contractor that tells a subcontractor “go ahead and start work, we will handle the permit later,” and then refuses payment because the permit was a condition, has supplied the first element; the subcontractor’s start of work and its unpaid labor supply the second and third, if its reliance was reasonable. The same statement can also be evidence of waiver. Informal assurances given in the field can undercut carefully drafted contract language, so if you want to keep a condition, do not tell the other side to proceed without it unless you mean to give it up.

How does prevention excuse a condition?

You cannot benefit from the failure of a condition you caused. “One who prevents or makes impossible the performance or happening of a condition precedent upon which his liability by the terms of a contract is made to depend cannot avail himself of its nonperformance,” the Minnesota Supreme Court quoted in Nodland v. Chirpich, 307 Minn. 360, 240 N.W.2d 513 (1976). There, co-owners of a farm who had signed a contract to sell it persuaded the one co-owner who had not yet signed to refuse. They could not use her refusal as a defense, because it “was caused by their own actions.”

The same principle applies in commercial deals. In Space Center, sellers whose own failure to refinance led to a foreclosure could not rely on a clause voiding the purchase agreement if title was not made marketable; the clause “does not apply to defects that arise from factors within the control of the vendors.”

The doctrine is narrow: the conduct of the party relying on the failed condition has to be the reason it failed. A condition that fails because a lender declines the loan, as in Kalenburg, ends the conditioned duty without anyone being at fault.

What makes a condition-precedent clause survive a Capistrant challenge?

In Capistrant, the Minnesota Supreme Court addressed when a court may excuse a missed condition to avoid a forfeiture. A territory manager who had worked under his Lifetouch contract for 28 years kept company documents for almost three months after he retired, then returned them within three business days after Lifetouch asked. Lifetouch argued that the contract made the immediate return of its property a condition precedent to his post-employment residual commission, which the court of appeals described as a potential $2.6 million forfeiture.

The Supreme Court agreed that, “in the circumstances of this case,” guidance from Restatement (Second) of Contracts § 229 “is consistent with our precedent that disfavors forfeitures.” Section 229 provides: “To the extent that the non-occurrence of a condition would cause disproportionate forfeiture, a court may excuse the non-occurrence of that condition unless it was a material part of the agreed exchange.” The court applied it in two steps:

1. Materiality. Was the condition a material part of the agreed exchange? If it was, “the proportionality analysis is not applied and the forfeiture cannot be prevented.”
2. Proportionality. If the condition was not material, the court weighs the risk the condition protects against the amount to be forfeited, and it may excuse the condition if the forfeiture is disproportionate.

Because the contract supported conflicting inferences about materiality, the court held that the question could not be decided as a matter of law, and it remanded for the district court to decide materiality first. It said it did “not need to decide here whether to adopt section 229 for all purposes,” and it pointed to the unusual setting: a condition that came into play only as a 28-year relationship ended, with millions of dollars at stake.

For drafters, the lesson is to tie conditions to what the deal is about. A material condition is enforced even when the forfeiture is large, while a condition that forfeits a major payment over a side obligation, such as the timing of a property return, invites a Capistrant challenge. The court weighed where the clause sat in the contract and how the commission was calculated, so if an event matters, the contract should show why. For employment contracts where conditions interact with restrictive covenants, see Minnesota noncompete agreements.

Are there specific industries prone to condition precedent failures?

Yes. Condition disputes cluster where a deal depends on someone else’s approval, money, or paperwork. The Minnesota cases in this guide come from real estate (Hanson, Kalenburg, Chapman, Hegenes), construction (Mrozik, Carl Bolander), lending (451 Corp., Aslakson), insurance (Schwing, Nathe Bros.), supply contracts (Valspar), and employment compensation (Capistrant).

Insurance policies condition coverage on steps such as notice of a loss and a sworn proof of loss, and the Minnesota Supreme Court has said that “notice and proof of loss provisions in insurance policies should be construed liberally in favor of the insured” (Nathe Bros.). In that case, a late proof of loss did not automatically bar recovery, because the policy did not say it would.

How do you draft conditions precedent that hold up?

Clear language and specific requirements prevent most condition disputes. Before you sign, check that each condition:

1. Uses unequivocal conditional language. Minnesota courts will not find a condition in ambiguous language (Mrozik).
2. Defines the event so anyone can tell whether it happened. A written loan commitment is measurable; a mortgage broker’s verbal assurance did not satisfy the contingency in Hanson.
3. Sets a deadline and says what happens when it passes, including who gets any deposit back.
4. Says who must try and how hard, as the best-efforts clause in Kalenburg did.
5. Says whose benefit the condition serves. A party can waive a condition alone only if it exists solely for that party’s benefit (Hanson).
6. Spells out notice mechanics. In Valspar, an email did not satisfy a contract requiring written notice delivered by hand or by mail with proof of delivery.
7. Ties the condition to the core of the exchange. A condition that is a material part of the deal is enforced as written (Capistrant).

After signing, track each condition’s deadline, send any required notice in exactly the form the contract specifies, and decide promptly, in writing, whether you will waive a missed condition.

How does condition precedent failure affect contract negotiations?

A condition allocates risk: the party whose duty is conditioned gets an exit, and the other party bears the risk that the event fails. Ask for conditions on events you cannot control, and be wary of conditions the other side controls unless the contract also obligates it to try. When a condition is about to fail, the party it protects gains bargaining power: it can walk away, waive the condition, or trade a waiver for a better price or a later deadline. A late concession may not save the deal. In Kalenburg, after financing failed, the sellers offered to cut the price to the appraised value, and the court treated that as “a new offer, which the Kleins were not required to accept.”

The bottom line for Minnesota businesses

The condition-versus-covenant choice is one of the highest-stakes drafting decisions in a Minnesota contract. Drafted as a condition, an event can end a deal without anyone being in breach. Drafted as a covenant, the same event leaves the deal in place and gives the injured party damages, with an exit only for a material breach.

Minnesota courts will not find a condition without unequivocal language, they hold parties to conditions that are clearly written, and a missed condition is excused only on proof of specific facts. If you are drafting a contract where a particular event has to be a hard condition, say so unequivocally and decide who must try to make it happen. If the other side is treating an ambiguous clause as a reason to walk away, Minnesota case law gives you several ways to push back. For a candid read on how a specific clause is likely to play out, email [email protected] with a brief description of what is at stake, and hold any confidential documents until an intake and conflict check are complete; for the broader picture, see the Minnesota contracts practice area.