Contracts II Class 16 Kingston v. Preston Court: Court of the King’s Bench (1773) Facts: Preston (DF), a silk mercer, and Kingston (PL) entered into a contract which: (1) DF covenanted to hire PL for the next 15 months for £200 per year; (2) DF covenanted to sell the PL and DF’s nephew the silk business at the end of 15 months and conduct business in DF’s house after a 14year deed of partnership; and (3) PL covenanted to accept the business and stock in trade, to perform the other actions stated above, and give the DF “good and sufficient security to be approved of by the DF” and pay DF £250 monthly. At the end of 15 months, DF refused to perform. Issues: Whether the DF or the PL breached the contract. Procedural History: PL filed suit against the DF for non-performance, with the DF claiming that the PL did not offer sufficient securities. Judgement: Judgement for the DF. Reasoning: The court outlined three kinds of covenants: (1) mutual and independent, where either party may recover damages from the other, for the injury he may have received by a breach of the covenant in his favor, and where it is no excuse for the DF, to allege a breach of the covenants by PL; (2) conditions and dependent, in which the performance of one depends on the prior performance of another, and, therefore, till this prior condition is performed, the other party is not liable to an action on his covenant; and (3) mutual conditions to be performed simultaneously, and if on party was ready, and offered, to perform his part, and the other neglected or refused, the performing party may maintain an action for the default of the other. In this case the DF good security was a condition precedent, making this fall into category (2). Rules: The DF will not have breached the contract when the DF’s performance was conditioned upon the performance of the PL and the PL failed to perform.