## Facts

- An engineering and surveying firm contracted with a developer to provide planning, feasibility, surveying, and platting services for a fixed fee in connection with a King County development.
- The written agreement was based on a standard form that the developer modified to reference a “satisfactory” economic feasibility study.
- The firm submitted a short-plat application to King County, which was returned with numerous requirements to be satisfied before approval.
- The parties amended their agreement so the firm would perform the additional work required by the County; the amendment added a flat fee of $12,550.
- The developer made a partial payment of $15,000, but did not pay the remaining balance.
- King County did not grant final short-plat approval before the approval period expired.
- The firm sued for money due, alleging substantial performance and seeking the unpaid balance plus interest.
- The developer asserted that payment was contingent on conditions precedent: feasibility studies satisfactory to the developer and final governmental plat approval.

## Issues

1. Whether the feasibility-study and plat-approval language created conditions precedent to payment or merely contractual promises.
2. Whether, viewing the evidence most favorably to the firm, the firm presented a prima facie case sufficient to survive dismissal at the close of its case-in-chief.
3. Whether the absence of final approval by a third party (King County) necessarily excused the developer’s obligation to pay under the contract.

## Decision

- The Court of Appeals reversed the trial court’s dismissal and remanded for further proceedings.
- The trial court erred by treating the disputed language as unambiguous conditions precedent at the dismissal stage.
- The firm presented sufficient evidence of performance and nonpayment to establish a prima facie case under reasonable interpretations of the agreement.
- Whether the parties intended payment to be contingent on final governmental approval, and who bore the risk of County inaction, could not be resolved against the firm on a motion testing sufficiency of the evidence.

## Legal Principles

- On dismissal at the close of the plaintiff’s case, the evidence is viewed most favorably to the plaintiff to determine whether a prima facie case was established and whether the trial court applied the correct law.
- Nonoccurrence of a condition precedent excuses performance; breach of a promise creates liability for damages and does not automatically excuse the other party’s performance.
- Conditions precedent are disfavored; ambiguous language is interpreted as creating a promise rather than a condition.
- Ambiguous contract language is construed according to the parties’ intent, determined from the entire agreement, its purpose, surrounding circumstances, the parties’ subsequent conduct, and the reasonableness of competing interpretations.
- When performance depends on action by a third party, the promisor is not excused from liability for breach unless the contract’s terms or nature show the promisor did not assume the risk of third-party inaction.
- A party’s contractual duty may be discharged if the other party interferes with performance.

## Conclusion

The appellate court held that the contract did not clearly make payment contingent on the developer’s satisfaction or final County approval, and that the firm’s evidence of work performed and unpaid fees required the dispute to proceed rather than be dismissed at the close of the firm’s case.


Jones Assocs., Inc. v. Eastside Props., Inc., 41 Wash. App. 462, 704 P.2d 681 (Wash. Ct. App. 1985)