## Facts

- Kenneth Irving, Jr. and a majority of the Town of Clinton’s selectmen signed a “Snow Plowing and Road Sanding Contract” on June 19, 1996, under which Irving would maintain town roads from October 1996 to May 1997 for $107,723.96.
- The document contained an express contingency clause: “This contract is contingent upon voter approval (Article 11, Highway Dept. Account dated June 25, 1996).”
- At the June 25, 1996 annual town meeting, voters considered Article 11 to raise and appropriate $236,503.00 for the Highway Department account; the town report’s budget breakdown included a plowing line item of $107,860.
- During the meeting, voters amended the proposal to reduce the snow-removal line item from $107,860 to $99,999, and approved Article 11 as amended.
- After the vote, the Town offered Irving a contract at $99,999; Irving refused and sued for breach of contract based on the $107,723.96 figure.
- The Superior Court granted summary judgment for the Town; Irving appealed.

## Issues

1. Whether the contract’s express condition precedent—voter approval of Article 11 as referenced in the contract—occurred.
2. If the condition did not occur, whether the Town could still be liable for breach of the June 19 document.

## Decision

- The Maine Supreme Judicial Court affirmed summary judgment for the Town.
- The court held the agreement was expressly contingent on voter approval and that the condition precedent did not occur because voters approved only a lesser appropriation for snow removal.
- Because the condition failed, no enforceable duty to perform at $107,723.96 arose, and the Town could not be liable for breach.
- The court declined to decide whether the selectmen had authority to bind the Town because the failure of the express condition was dispositive.

## Legal Principles

- When parties make performance expressly contingent on a condition precedent, nonoccurrence of the condition prevents the duty of performance from arising.
- A “voter approval” contingency tied to a specific town-meeting appropriation is not satisfied when voters approve the appropriation only as amended to a lower funding level than the agreement contemplates.
- Where an express condition precedent fails, the parties are discharged from contractual obligations dependent on that condition, defeating a breach claim as a matter of law.

## Conclusion

The court enforced the contract’s express voter-approval contingency and held that approval of a reduced appropriation did not satisfy the condition precedent; therefore, no enforceable obligation arose on the original price term and summary judgment for the Town was proper.


Irving v. Town of Clinton, 711 A.2d 141 (Me. 1998)