Brown-Marx Associates, Ltd. v. Emigrant Savings Bank
United States Court of Appeals for the Eleventh Circuit
703 F.2d 1361 (11th Cir. 1983)
Brown-Marx Associates (Brown-Marx) (plaintiff) obtained a loan commitment from Emigrant Savings Bank (Emigrant) (defendant) offering a $1.1 million ceiling loan if, by closing, Brown-Marx satisfactorily renovated a building and secured signed leases worth at least $714,447 annually — or only a $750,000 floor loan if those conditions weren't met. Brown-Marx failed to reach the minimum annual rental requirement, and Emigrant refused the ceiling loan; Brown-Marx sued for breach of contract. A jury, instructed that Brown-Marx needed only to prove substantial performance of the conditions, awarded Brown-Marx $543,000, but the district court granted a new trial, finding substantial performance inapplicable to the rental condition, and then granted Emigrant summary judgment.
Whether the doctrine of substantial performance is applicable to the performance of a condition precedent.