Conditional contracts—property

The following Property practice note provides comprehensive and up to date legal information covering:

  • Conditional contracts—property
  • Certainty
  • Fulfilment
  • Specific performance
  • Waiver—exclusive benefit
  • Late waiver/fulfilment
  • Termination

Conditional contracts—property

Contracts are often drafted on the basis that a condition or conditions must be satisfied before completion takes place (a condition precedent). Common conditions are:

  1. obtaining planning permission

  2. obtaining a third party’s consent (for example superior landlord’s consent)

  3. a viability or site assembly condition

It is crucial that the terms of the condition are clear and that the contract addresses how, when and by whom the condition should be satisfied, whether a party has the ability to waive the condition and termination rights in the event that the condition is not satisfied by a specified date.


If the condition is so vague or indefinite that the intention of the parties’ cannot be ascertained with reasonable certainty, the condition is void for uncertainty, as was the case in Izzet, where the contract provided that a sale was subject to the buyer obtaining a satisfactory mortgage.


If the condition is in the hands of one party, the other party should ensure that the first party is obliged to use an appropriate endeavours obligation (see Practice Note: Reasonable and best endeavours) to ensure that the condition is fulfilled. If the condition is in the hands of the buyer (eg a buyer who is making a planning application), the seller should also ensure that the buyer is obliged to procure that the condition is fulfilled as soon as possible,

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