Glossary
Condition precedent
A condition precedent is an event that must happen before a contractual duty arises. Until it happens, that duty is not yet owed. In England and Wales it is different from a “condition” in the sense of a serious term whose breach allows termination.
Last updated 28 October 2026
Write who has to make the condition happen, by when, and what follows if it never does. A condition that sits entirely in one side’s gift, with no duty to try, can leave the other side in limbo. Pair a deposit condition with payment terms so invoices have a clock once work is allowed to start. See /clauses/payment-terms.
On Contracts.io we put conditions in the signed wording, not in a kickoff email. Lex can draft “the Supplier will not start until the Deposit is received” as a clear condition precedent. Both sides see it on the same page. That is how you avoid a week of unpaid calls while finance “still needs a PO”.
How is a condition precedent different from a contractual condition?
A condition precedent is a trigger: no event, no duty. A condition in the Hong Kong Fir sense is a term of the contract whose breach can justify termination. Time is of the essence turns a date into that second kind.
What happens if the condition never occurs?
The duty that depended on it never falls due. Money already paid is a separate question — often the deposit clause says whether it is refunded. If the parties have a duty to use reasonable efforts to satisfy the condition, a failure to try can itself be a breach of contract.
How should a purchase-order condition be written?
Name the event (“the Client issuing a purchase order for the Fees”), the date by which it must happen, and that the Supplier’s duty to perform does not arise before then. Say the agreement ends if the PO is not issued by that date, and what happens to any deposit. Do not start work “pending PO”.
Who has to make the condition happen?
Usually the party who controls it. The client issues the PO, pays the deposit, or supplies brand assets. The supplier obtains insurance or a named subcontractor’s countersignature. Spell that out, plus a reasonable-efforts duty if you need one. A condition that neither side can influence — a third-party licence arriving — needs a long-stop date and a walk-away, or it.
A worked example
A photographer’s contract says the shoot duty is conditional on a 40% deposit landing five working days before the date. The client confirms the date by email but does not pay. The photographer does not hire the assistant or travel. On the long-stop date the agreement ends, no kill fee is due because the duty never arose, and the photographer is free to book someone else.
How it shows up in a contract
Sample wording · our own drafting
The Supplier's obligation to perform the Services is conditional on the Client paying the Deposit in cleared funds by [date]. If the Deposit is not received by that date, this agreement ends automatically and neither party has any further obligation, except any [Confidentiality] duty already in force.
In Plain English
The supplier does not have to start until the deposit is in. If it is not in by the named date, the deal ends by itself. Confidentiality still applies. Nobody owes the other a cancellation fight, because the work duty never began.
Common mistakes
- Starting work “pending PO” and then discovering the condition you wrote has been waived by conduct.
- Writing a condition with no long-stop date, so the job hangs open for months.
- Treating a failed condition precedent as a material breach and terminating for drama rather than for the clause you had.
- Forgetting confidentiality still binds even if the main duty never arises.
Frequently asked questions
What is a condition precedent?
An event that must happen before a contractual duty arises. Until it happens, that duty is not yet owed. Typical example: work starts when the deposit lands.
What if the condition never occurs?
The duty never falls due. Write who has to make it happen, by when, and what happens to any deposit. A failed trigger is not automatically a material breach.
Is this the same as a “condition” of the contract?
No. A condition in the Hong Kong Fir sense is a serious term whose breach can justify termination. A condition precedent is a trigger. See /glossary/time-is-of-the-essence.
Should we start work pending a purchase order?
No. If the PO is the condition, starting work waives it by conduct. Wait, or drop the condition in a signed variation.
Related
The legal wording governsLast reviewed 28 October 2026Pending lawyer review