Jones Associates v. Eastside Properties
Court of Appeals of Washington
704 P.2d 681 (1985)
Jones Associates (plaintiff) contracted with Eastside Properties (defendant) to provide planning and survey services, with Eastside modifying the standard form to add an express condition regarding a satisfactory feasibility study, but no similar express language regarding county approval of a short plat application. After the application was initially rejected, the parties amended the contract with an additional fee, and Eastside paid $15,000 but withheld the rest when the application was never approved; Jones sued for the balance, and the trial court, treating approval as an implied condition precedent, dismissed the suit.
Whether, where contract language is ambiguous as to whether it contains an express condition precedent or a promise, a court will determine the parties' intent by examining the entire contract, the circumstances of formation, the parties' subsequent conduct, and the reasonableness of the parties' respective interpretations.