Vanadium Corp. v. Fidelity & Deposit Co.
United States Court of Appeals for the Second Circuit
159 F.2d 105 (2d Cir. 1947)
Redington (defendant) assigned Vanadium (plaintiff) his interest in two mining leases, conditioned on approval by the Secretary of the Interior, with the agreement providing that Redington would refund the purchase price if the assignments weren't approved; Redington then failed to give the Department assurances that he intended to cooperate with his co-lessees in operating the leaseholds, and the Department declined to approve the assignments. Vanadium sued to recover the purchase price, arguing Redington's obligation to refund survived regardless of why approval failed; the jury found for Redington, and Vanadium appealed.
Whether, when the cooperation of the promisee is necessary for the performance of the promise, the promisor's obligation is discharged if the promisee fails to cooperate.