A lessor entered into an agreement with a condition precedent for which no fulfilment date was stipulated. The lessor discovered that the other party had thwarted the fulfillment of the agreement and this before a reasonable time for the fulfilment of the condition precedent had passed.
The Court found that the agreement had been breached because the reasonable time for fulfilling the condition precedent had not yet passed. When an agreement does not specify the date for the fulfillment of the condition precedent, it must be fulfilled within a reasonable time from the date of the agreement’s execution. The reasonable time to fulfill the terms of an agreement is not a static term, determined according to what the parties considered to be a reasonable estimate upon the execution of the agreement. The reasonable time may change due to developments that occur after the execution. Here, a lessor sought to step into the shoes of an existing tenant, and both parties estimated that approval of the landowner would be received in quickly. In practice, the negotiations with the owner took longer than expected due to circumstances that were not known at the time of execution and therefore, the thwarting of the agreement before a reasonable time lapsed, considering the newly created circumstances, constitutes a breach of the agreement.