## Facts

- A school district agreed in October 2004 to buy approximately 17 acres from two landowners for a future school site, with earnest money and an initial closing date in February 2005.
- The agreement described two tax lots to be combined into one parcel through a lot-line adjustment.
- The district’s “obligation to purchase” was contingent, on or before closing, on (among other items) county approval of the lot-line adjustment and recording of certain easements.
- The parties jointly hired a contractor to pursue the lot-line adjustment and mutually extended closing to April 22, 2005 because approval could not be obtained by the original date.
- On April 21, 2005, the county informed the sellers that the requested lot-line adjustment could not be processed as proposed because the original lots were not legally created and that alternative steps would be required, causing delay.
- The sellers refused any further extension of closing.
- The district attempted to waive the requirement that county approval occur before closing and demanded closing on the scheduled date.
- The sellers refused to close, and the district sued for specific performance to compel conveyance and continued efforts to obtain the lot-line adjustment.
- The trial court granted summary judgment to the district, ordered specific performance, and awarded attorney fees.

## Issues

1. Whether the lot-line-adjustment clause was solely a condition precedent to the buyer’s duty to purchase or also a promise obligating the sellers to obtain county approval.
2. Whether the buyer could unilaterally waive the requirement that county approval be obtained on or before closing and still compel specific performance.

## Decision

- The Oregon Court of Appeals reversed the judgment ordering specific performance and reversed the attorney-fee award.
- The court held the lot-line-adjustment approval requirement operated as a mutual condition precedent to the parties’ duty to close, not as a contractual promise by the sellers to secure approval.
- Because the condition and its timing were not solely for the buyer’s benefit and were not within either party’s unilateral control, the buyer could not waive timely satisfaction of the condition to force closing.
- The case was remanded with instructions to enter judgment for the sellers.

## Legal Principles

- A contract provision may function as a pure condition precedent or as a condition coupled with a promise, depending on the parties’ intent as expressed in the contract.
- A party may waive a condition only when the condition is inserted solely for that party’s benefit; a party generally may not unilaterally waive a mutual condition that allocates risk to both sides.
- When a mutual condition precedent fails to occur and the failure is not excused, the parties’ duties contingent on that condition do not become due, and specific performance is unavailable.

## Conclusion

The court held that county approval of the lot-line adjustment by the closing date was a mutual condition precedent to closing, so the district could not waive the timing requirement to compel conveyance; the sellers were entitled to judgment and the fee award fell with the merits.


Phoenix-Talent Sch. Dist. No. 4 v. Hamilton, 210 P.3d 908 (Or. Ct. App. 2009)