Official Comments
 Article #  

 
5.3.2
(Effect of conditions)

Unless the parties otherwise agree :
(a) the relevant contract or contractual obligation takes effect upon fulfilment of a suspensive condition;
(b) the relevant contract or contractual obligation comes to an end upon fulfilment of a resolutive condition.


 
Official Comment
 1. A general default rule

Under the Principles, unless the parties otherwise agree, the fulfilment of a condition has prospective effect only. It does not operate retroactively.
Parties are encouraged to express whether a condition operates retroactively or prospectively.

2. No retroactive effect

In the case of a suspensive condition, the contract or contractual obligation automatically becomes effective from the moment the future uncertain event occurs.

Illustration

1. The facts are the same as in Illustration 5 to Article 5.3.1. The contract takes effect if and when the necessary antitrust clearance is obtained.

In the case of a resolutive condition, the contract or contractual obligation comes to an end from the moment the future uncertain event occurs.

Illustration

2. The facts are the same as in Illustration 6 to Article 5.3.1. The contract comes to an end if and when B loses its licence.