Multistate Bar Examination Practice Question

Under common-law contract doctrine, an express condition is an event that must occur before a duty to perform becomes due, and it must be strictly satisfied. The parties here expressly conditioned Emily's obligation to pay on the website's successful completion of the agreed-upon UAT. Because TechSolutions met that condition, Emily's duty to pay has matured and her refusal to do so is a breach. The fact that Emily had additional subjective expectations is irrelevant; express conditions demand literal compliance, not substantial performance or personal satisfaction, unless the contract specifically says otherwise. Nor is there any allegation of waiver, disproportionate forfeiture, or bad faith that might excuse her performance. Therefore, Emily must pay TechSolutions.