## Facts

- A shipowner chartered the vessel *Pomona* to freighters for a voyage from England to Trieste and back to a safe port in the United Kingdom, with an intermediate call for orders.
- The charter required the freighters to load a full cargo at Trieste and included agreed laytime and demurrage terms.
- The charter also stated that the vessel was “to sail from England on or before the 4th of February next.”
- The vessel did not sail by the stated date, departing roughly twenty days late.
- On arrival at Trieste, the freighters did not provide cargo for loading.
- The shipowner sued for breach of the charterparty, seeking damages for the freighters’ failure to load and employ the vessel.

## Issues

1. Whether the clause requiring the vessel to sail from England on or before February 4 was a condition precedent to the freighters’ obligation to load cargo and perform the charter.
2. If the clause was a condition precedent, whether failure to sail by that date discharged the freighters from performance rather than merely giving rise to damages.

## Decision

- The court held that the “to sail on or before the 4th of February” clause was a condition precedent.
- Because the vessel did not sail by the specified date, the freighters were discharged from their obligations under the charterparty.
- Judgment was entered for the defendants, and the shipowner could not recover damages for non-loading.

## Legal Principles

- A term may be construed as a condition precedent when, read in its contractual setting and commercial context, it qualifies the other party’s duty to perform.
- In charterparties, stipulated time-of-departure terms may be treated as conditions when timely sailing is material to the contemplated voyage and the parties’ commercial arrangements.
- Breach of a condition precedent prevents the corresponding contractual duties of the other party from arising; the remedy is discharge from performance rather than only damages.

## Conclusion

The court treated the specified sailing date in the charterparty as a condition precedent, so the shipowner’s failure to sail by that date excused the charterers from loading cargo and defeated the shipowner’s claim for breach.


Glaholm v. Hays, 2 Man. & G. 257 (C.P. 1841)