What happens if the parties disagree about whether a condition has actually been met?
This is one of the more common flashpoints right around a scheduled closing date, and how it gets resolved depends on what the agreement says about disputes generally, and on how the specific condition is worded. Some agreements build in a specific dispute-resolution mechanism for exactly this scenario — referring a disagreement to an independent expert or arbitrator for a fast, binding decision — precisely because a full court process is too slow to resolve a dispute happening at the moment of closing.
Where the agreement doesn't specify a particular mechanism for condition disputes, the parties are generally left to ordinary contract remedies: one side may proceed to close under protest while reserving rights, refuse to close and risk being found in breach if it's wrong, or seek urgent court relief, none of which are attractive options in the pressure of a live closing. This is exactly why well-drafted conditions try to use objective, verifiable language wherever possible — a specific dollar threshold or a defined list of qualifying events — rather than vague terms that different sides can read differently in good faith.
If a genuine dispute is brewing as your closing date approaches, get a Treadstone business lawyer involved immediately rather than trying to resolve it informally under time pressure.
Key takeaways
- How a condition dispute gets resolved depends on the agreement's own dispute mechanism and wording.
- Some agreements build in a fast expert or arbitration process for exactly this scenario.
- Without one, parties are left to blunter tools like closing under protest or seeking urgent court relief.
- Objective, verifiable condition language reduces the odds of this kind of dispute happening at all.