## Facts

- William Gray sold a quantity of sperm oil to Oliver Gardner and others.
- The buyers issued two notes: one unconditional for part of the price and a second note for $5,198.87 conditioned on a market-contingency.
- The conditional note provided it would be void if, between April 1 and October 1, 1819 (inclusive), a greater quantity of sperm oil arrived at Nantucket and New Bedford in whaling vessels than arrived during the same period the prior year.
- The dispute turned on whether the whaling vessel *Lady Adams*, carrying oil, “arrived” at Nantucket on October 1, 1819 within the meaning of the condition; evidence on that point conflicted.
- The trial judge instructed that the defendants bore the burden to prove the voiding event and that “arrival” required the vessel to have anchored or been moored within Nantucket Roads before midnight at the end of October 1.
- The jury found for Gray, and the defendants challenged the instructions.

## Issues

1. When a promissory note is presently payable but stated to be void upon a specified event, which party bears the burden of proving the event occurred?
2. For a condition keyed to a vessel’s “arrival” at a port within a fixed period, does “arrival” include merely entering the roads or being within sight, or does it require anchoring or mooring within the port by the deadline?

## Decision

- The court upheld the verdict for Gray and ordered judgment entered on the verdict.
- The defendants bore the burden of proving the event that would void their promise to pay.
- “Arrival” under the condition required the vessel to have come to anchor or been moored within the harbor/roads within the contractual time; mere presence in outer waters or within sight was insufficient.
- Because the defendants did not establish the required “arrival” within the period, the condition defeating payment was not shown and the note remained enforceable.

## Legal Principles

- A promise to pay that is effective immediately but subject to being rendered void by a future contingency functions as an obligation subject to a condition subsequent.
- In an action on such an obligation, the obligor asserting the defeating contingency bears the burden of proving the contingency occurred; failing that proof, the promise remains enforceable.
- Contract terms concerning a vessel’s “arrival” at a port within a time limit may be construed to require anchoring or mooring within the port by the deadline, not merely reaching the vicinity or entering outer roads.

## Conclusion

The court enforced the conditional note because the defendants, who sought to avoid payment, failed to prove the contingency that would void the obligation, and because “arrival” was interpreted to require anchoring or mooring within the port within the specified time.


Gray v. Gardner, 17 Mass. 188 (Mass. 1821)