## Facts

- The Chirichellas agreed to sell their Silver Spring, Maryland residence to the Erwins for \$39,200 using a standard real-estate form contract.
- The contract’s printed settlement provision was amended to state: “Coincide with settlement of New Home in Kettering Approx. Oct. ’71.”
- The Chirichellas had a separate contract to buy a new home in Kettering, with settlement dependent on completion of construction.
- Construction of the Kettering home was delayed; the Chirichellas did not settle on the new home around October 1971.
- After October 1971, the Erwins repeatedly sought to schedule settlement; the Chirichellas refused, asserting settlement would not occur until the Kettering home settlement.
- On August 31, 1972, the Erwins sued for specific performance in the Circuit Court for Montgomery County.

## Issues

1. Whether the clause “Coincide with settlement of New Home in Kettering Approx. Oct. ’71” created a condition precedent to the sellers’ duty to settle and convey the property.
2. If not a condition precedent, whether the clause merely set an approximate settlement time requiring performance within a reasonable time, permitting specific performance after delay.

## Decision

- The Court of Appeals of Maryland affirmed the decree of specific performance for the purchasers.
- The court held the “coincide” clause did not create a condition precedent to the sellers’ performance.
- The clause was construed as an approximate scheduling provision calling for settlement in October 1971 or within a reasonable time thereafter.
- Because a reasonable time had elapsed without settlement, the purchasers were entitled to specific performance.

## Legal Principles

- A condition precedent is “a fact, other than mere lapse of time, which, unless excused, must exist or occur before a duty of immediate performance of a promise arises.”
- Whether a contractual stipulation is a condition precedent is a question of construction based on the parties’ intent as reflected in the contract language, and where ambiguous, permissible interpretive aids.
- No particular words are required to create a condition precedent, but language such as “if” and “provided that” commonly signals an intent to make performance expressly conditional.
- Language placed in a settlement/timing provision and framed in approximate terms is more readily read as fixing the time for performance rather than conditioning the existence of the duty to perform.
- Where time is not made of the essence, the law implies performance within a reasonable time.

## Conclusion

The court enforced the residential sale contract by specific performance, concluding that the amended settlement language tied to the sellers’ anticipated new-home closing set only an approximate closing schedule and did not excuse the sellers from conveying when the separate transaction was delayed beyond a reasonable time.


Chirichella v. Erwin, 270 Md. 178, 310 A.2d 555 (Md. 1973)