## Facts

- Printz Services Corporation served as general contractor on a casino construction project.
- C.J. Masonry had a written subcontract with Printz; Main Electric performed work under an implied/oral agreement.
- The C.J. Masonry subcontract stated payment would be made “provided like payment shall have been made by owner to contractor.”
- The owner became insolvent, lost the property through foreclosure, and did not pay Printz.
- Printz refused to pay subcontractors, including C.J. Masonry and Main Electric.
- C.J. Masonry and Main Electric sued for breach of contract; Main Electric also pursued quantum meruit based on the oral nature of its agreement.
- The trial court construed the payment language as addressing timing only (not a condition precedent) and entered judgment for the subcontractors; it awarded Main Electric damages in quantum meruit.
- The court of appeals treated the clause as a condition precedent barring C.J. Masonry’s recovery and remanded Main Electric’s claim for findings on the terms of the oral contract.

## Issues

1. Whether the subcontract language “provided like payment shall have been made by owner to contractor” created a condition precedent (“pay-if-paid”) or merely delayed payment (“pay-when-paid”).
2. Whether the Supreme Court should review Main Electric’s oral-contract/quantum meruit issues when the court of appeals had remanded for further factual findings.

## Decision

- Reversed the court of appeals as to C.J. Masonry, holding the payment provision was a pay-when-paid clause and did not excuse Printz’s obligation to pay upon owner nonpayment.
- Held the clause was an unconditional promise to pay, with owner payment affecting only the timing of performance.
- Declined to reach Main Electric’s issues as not ripe for review because the court of appeals remand required further development of the oral contract’s terms.
- Left the remand proceedings concerning Main Electric in place.

## Legal Principles

- A subcontract provision will be construed as a condition precedent shifting the risk of owner nonpayment to the subcontractor only if the contract language clearly and unequivocally expresses that intent.
- Absent explicit conditional language (e.g., “only if” the owner pays), “pay-when-paid” wording is treated as fixing the time for payment, not eliminating the duty to pay.
- Conditions precedent are disfavored; when contract language is reasonably susceptible to either a promise or a condition, courts prefer the promise construction.
- Ambiguity in a contract term may be construed against the drafter, particularly where a condition would work a forfeiture.
- Appellate review may be declined where issues are not final or are unripe due to a remand for additional factual findings.

## Conclusion

The Colorado Supreme Court held that the subcontract’s “provided like payment” language did not create a pay-if-paid condition precedent and therefore did not relieve the general contractor from paying the subcontractor when the owner failed to pay; it also declined to decide Main Electric’s oral-contract dispute because further factual findings were required on remand.


Main Electric, Ltd. v. Printz Servs. Corp., 980 P.2d 522 (Colo. 1999)