Highland Inns Corp. v. American Landmark Corp.
Missouri Court of Appeals
650 S.W.2d 667 (1983)
American Landmark (defendant) agreed to buy real estate from Highland Inns (plaintiff) under a contract providing the deal would become void if American did not obtain a specified mortgage commitment by a deadline, and requiring American to deposit $10,000 in escrow as earnest money, applicable to the purchase price at closing or payable to Highland as liquidated damages if American failed to perform. American never obtained the mortgage commitment by the deadline, and when Highland sued for the escrowed $10,000, the lower court awarded it to Highland; American appealed, arguing the contract never became effective, and thus no obligations ever arose, until the mortgage commitment was obtained.
Whether the nonoccurrence of a condition precedent excuses a party's entire contract obligation, rather than only the performances due after that nonoccurrence.