Clark v. West – Case Brief

Clark v. West, 193 N.Y 349, 86 N.E. 1 (1908).

Case Summary

Facts: Clark (P) agreed to write a series of law books for West (P) for $3,000 per year. The contract included an abstention agreement, whereby Clark promised to abstain from alcohol in order to be eligible for payment in excess of $2 per page. Clark completed a 3,469 page text on corporations and West refused to pay Clark more than $2 per page because Clark had not abstained from alcohol.

In P’s suit against D, P claimed that his alcohol consumption was not excessive and did not interfere with his execution of other obligations under the contract, and that D had waived any objection by assuring P that he was entitled to the extra $4 per page despite his failure to abstain.

The higher court heard three questions on certification: 1) Did the complaint state facts sufficient to constitute a cause of action? 2) Was P’s abstinence from the use of alcohol a condition precedent which could be waived by D, such that D would be liable for the higher payment despite P’s use of alcohol? 3) Did the complaint allege facts demonstrating that there had been a valid waiver by D of such condition precedent?

Issue: 1) Is a waiver a voluntary abandonment or a relinquishment of some right or advantage? 2) Can a condition precedent be waived?

Holding and Rule: 1) Yes. A waiver is a voluntary abandonment or relinquishment of some right or advantage. 2) Yes. A condition precedent can be waived.

D asserted that P’s total abstinence was the consideration for the payment of the additional $4 per page. D asserted that it could not be waived except by reformation of the contract based on consideration. P asserted that abstinence was merely a condition precedent to the payment of the additional $4 per page and that it could be waived without new consideration. The court held that it was clear from the contract that the abstention was not part of the basic consideration bargain but rather a condition precedent to the payment of the additional $4 per page.

A condition precedent may be waived. Once waived it cannot be revived. A waiver is an intentional relinquishment of a known right. If the words and acts of a party reasonably justify the conclusion that with full knowledge of all the facts it intended to abandon or not to insist upon a particular defense afterward relied upon, a waiver has been established. The court held that P alleged facts which if proven would establish a claim of waiver.

Disposition: The court answered each of the certified questions in the affirmative.


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