## Facts

- Sellers Ron and Barbarann Hubble and purchasers Paul O’Connor and Lynda Simon executed a condominium sale contract on June 8, 1993.
- The contract included an attorney-approval clause requiring written notice of disapproval within 5 business days after seller’s acceptance; absent timely written disapproval, the contingency was deemed waived and the contract remained in force.
- The parties executed a written extension of the attorney-approval/disapproval period to June 22, 1993.
- No written notice of attorney disapproval was provided by June 22, 1993.
- After June 22, the parties’ attorneys discussed possible changes to the contract terms, but no written, executed modifications were added.
- On July 6, 1993, purchasers’ counsel sent written notice attempting to invoke the attorney-disapproval clause to void the contract.
- The sellers sued for breach of the contract to purchase the property; the trial court granted summary judgment for the purchasers on the contract claim, and the sellers appealed.

## Issues

1. Whether post-deadline negotiations over proposed contract changes impliedly extended or kept open a time-limited attorney-approval contingency.
2. Whether a written attorney disapproval sent after the agreed attorney-approval deadline is effective to void the contract.

## Decision

- The appellate court reversed the summary judgment entered for the purchasers and remanded.
- The court held the attorney-approval contingency expired on June 22, 1993; because no written disapproval was sent by then, the contingency was waived by the contract’s terms.
- The court held the July 6, 1993 disapproval notice was untimely and ineffective.
- The court rejected the claim that subsequent negotiations impliedly extended the attorney-approval period or prevented the contract from becoming enforceable.

## Legal Principles

- When an attorney-approval clause sets a definite period and requires written notice of disapproval within that period, failure to provide timely written notice results in waiver of the contingency and leaves the contract enforceable.
- Post-deadline discussions about possible changes are treated as negotiations to modify an already-effective agreement and do not, without a clear mutual agreement, extend or revive an expired attorney-disapproval right.
- A time-limited contractual condition requiring written action is not extended or waived merely by continued negotiations after the deadline.

## Conclusion

The court enforced the attorney-approval clause according to its express deadline, holding that the purchasers could not void the contract by sending a late disapproval notice and that continued negotiations after the deadline did not impliedly extend the attorney-approval contingency.


Hubble v. O’Connor, 684 N.E.2d 816 (Ill. App. Ct. 1997)