Express Conditions: Nature and Effect

Case: Wal-Noon Corp. v. Hill (1975; CA)

Parties: Plaintiff - tenant

Defendant - landlord

Procedural History:

Facts: D leased property to P. Lease agreement said that D responsible for all
repairs and replacements of the roof unless due to P's negligence. Problem with
the roof, but D not informed. P replaced the roof at a $8k cost. Later, they
discovered the lease provision and requested D reimburse for the roof replacement.
D refused, saying that they did not receive any notice of the problem with the
roof or that it had been replaced until after it was all done, so they never had
an opportunity to handle the problem. Also, there was no way to tell any longer
who, if anyone, was negligent, and if this caused the problem with the roof.
Trial court said P breached the lease b/c they did not give any notice, but
awarded P $5k b/c D was unjustly enriched. P appeals, alleging that K was not
breached b/c lease did not say they needed to notify D.

Decision: The trial court erred in granting equitable relief to P, which in

effect deprive D of part of the bargained-for consideration; i.e., the right of
control over repairs for which he was responsible.

Notice is an indispensable condition precedent to D's duty to perform under the

covenant to repair. The parties did not intend to allow the lessee to unilaterally
and conclusively determine the burden of responsibility without offering the
lessor the opportunity to dispute the liability or exercise any advantage it might
have in solving the problem.

RULE: Notice is an indispensable condition precedent to defendant’s duty to

perform under the covenant to repair

Notes
• Without notice, they can't come and see the roof.
○ Don’t know who is negligent
○ Existing roof still under warranty
• Does it matter that this is an implied condition? Does it have same status as an
express condition?
○ The implied condition is treated as explicit
• Quasi k argument no good - if you have a K, then you can't also have quasi-K,
since this is used in the absence of a K