Triggering events and the word "before"

A condition precedent is an event that must occur before a contractual obligation becomes due. Until the condition is satisfied, the obligation does not yet exist. Tie payment, a remedy, or any duty to a triggering event - a milestone, an acceptance, a notice, a confirmation - and you have built a condition precedent, whether or not you used those words.

That is powerful and dangerous in equal measure. Drafted well, it gives certainty about when duties crystallise. Drafted loosely, it blurs the line between a true condition (no event, no obligation), a procedural requirement (a step you must take, but the obligation survives), and a mere promise about sequencing.

King Crude: if the trigger never happens, payment never becomes due

The Supreme Court's decision in King Crude Carriers SA v Ridgebury November LLC [2025] UKSC 39 is the modern anchor. Buyers of three tankers had to pay deposits within three banking days of the deposit holder confirming the escrow accounts were open. The buyers never provided the documents needed to open the accounts, so the confirmation never came, so - they argued - the deposits never became due.

The Supreme Court agreed. There is no principle of deemed fulfilment in English law: if a contract says payment is due after an event, and the event does not happen, payment does not become due, even where the party's own breach prevented the event. The remedy is damages for breach, not a claim for the sum as a debt. A century-old assumption, drawn from the Scottish case Mackay v Dick & Stevenson (1881) 6 App Cas 251, was laid to rest for English law.

Why debt versus damages matters so much

The difference between claiming a sum as a debt and claiming it as damages is not academic. A debt is the agreed amount, payable on proof that it fell due. Damages must be proved - causation, loss, mitigation, and any contractual cap all apply - and the recovery can be far less than the sum you expected.

So King Crude shifts real risk. If your payment is conditional on a milestone, an acceptance, or an approval, and the other side prevents that trigger, you are pushed off the debt claim and into a damages claim, with all of its friction. Where the cap on liability is lower than the milestone, that gap is pure exposure.

The recurring failure modes

Most disputes about when obligations become due trace to a handful of issues, each with its own guide below. Confusing a true condition precedent with a procedural step. Assuming a court will rescue you when the other side prevents the trigger. Missing a notice or time-bar deadline by a day. Hoping that informal past practice has waived a condition. And drafting triggers so loosely that no one can prove whether they were met.

The thread running through all of them is the same: English courts hold sophisticated parties to the words they used, and will not supply fairness the contract did not.

How to make "when" actually work

Decide, for each obligation, whether its trigger is a true condition precedent or just a process step, and say which. Define the triggering event so it can be objectively verified. Spell out the consequence of non-compliance. If you need protection against the other side preventing a trigger, write that protection in expressly - after King Crude, it will not be implied. And build deemed-satisfaction provisions where an obligation depends on the other party doing something.

Above all, draft conditions precedent assuming literal enforcement and no judicial sympathy. The time to ask whether you can actually satisfy a condition is before signing, not after the trigger has failed.

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Practical checklist

  • For each obligation, decide whether its trigger is a true condition precedent or a procedural step - and say which in the contract.
  • Define every triggering event so it can be objectively verified (a figure, a test, a dated certificate).
  • Remember King Crude: if the trigger fails, the obligation does not become due, even if the other side prevented it (King Crude [2025] UKSC 39).
  • If you need protection against the other side preventing a trigger, include an express prevention clause - it will not be implied.
  • Add deemed-satisfaction or deemed-acceptance provisions where an obligation depends on the other party acting.
  • Treat notice and time-bar deadlines as conditions precedent and build systems to meet them.

This guide is informational only and is not legal advice. It does not replace advice from licensed counsel on the facts of a specific transaction.

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