Condoned
Forgiven or overlooked; when a party has condoned a breach, they may lose the right to rely on that specific breach to terminate or seek damages.
While straightforward in theory, many businesses fail to actively track obligations tied to this concept - often resulting in missed deadlines, unintended renewals, penalties, or loss of contractual rights.
US Law · For business owners and foundersWhat is a Condoned?
"Condoned" is the past tense of condone - meaning a breach or misconduct has already been forgiven or overlooked by the innocent party. Once conduct has been condoned, the condoning party generally cannot use that specific past conduct as a ground for termination, damages, or disciplinary action in the future.
Conduct is condoned when the innocent party, with full knowledge of the breach, continues the relationship without asserting their rights. This can happen expressly (saying "that's okay, let's move on") or implicitly (accepting performance, continuing payments, or retaining an employee without protest).
The practical consequence is a narrowing of future remedies. The party who condoned cannot later cite the condoned conduct as a material breach - though they retain the right to act on future breaches of the same or different type, provided they handle those promptly.
In practice, many teams rely on a contract expiry tracking system to stay on top of dates and obligations tied to clauses like this.
Key Elements
Knowledge Required
Conduct cannot be condoned unless the innocent party knew about it. If the breach was hidden or concealed, there is no condonation.Implicit Condonation by Conduct
Condonation does not require words. Continuing to accept deliveries, rent, or services after learning of a breach typically constitutes condoning it.Future Breaches Not Condoned
Condoning one instance of a breach does not mean future breaches of the same type are automatically condoned. However, a pattern of condonation may make it harder to enforce strict compliance going forward.Reinstatement After Condonation
A party can reinstate their right to strict enforcement by giving clear written notice that past condonation is over and future non-compliance will not be tolerated.Real-World Example
A software vendor consistently delivers updates two weeks late. You accept each delivery without complaint for four months. In month five, you attempt to terminate the contract citing repeated late delivery.
A court may find that the prior late deliveries were condoned by your acceptance without protest. The month-five termination may not be supported by the previously condoned delays. To validly terminate, you should have issued a warning letter before month five stating that further delays would not be accepted.
This is why many businesses adopt automated deadline tracking to ensure no critical dates are missed before they pass.
Sample Clause Language
Anti-Condonation Notice Template LanguageWatch Out For
Silence after a known breach condones it
Failing to promptly object to a breach you are aware of is one of the most common ways businesses unintentionally condone misconduct. Act quickly and document your objection in writing.Condoned employment misconduct
In employment law, a supervisor who ignores policy violations condones them. When the company later tries to discipline the employee for the same conduct, the employee can raise condonation as a defense. Enforce policies consistently.Don't let condoned deadlines catch you off guard
Key dates tied to condoneds - renewal windows, expiry cutoffs, notice periods - can easily slip through the cracks when tracked manually. Missing them triggers automatic extensions, penalties, or lost rights. ExpiryEdge tracks every critical deadline and sends automated reminders before they're due - so nothing slips.
Instead of relying on spreadsheets or manual follow-ups, a centralized renewal reminder system ensures every deadline is visible, tracked, and actioned automatically.
How to Use This in Your Favor
Document every protest, even informal ones
When accepting non-conforming performance, send an email same day noting the deficiency and reserving your rights. A paper trail establishes that you did not condone the breach.Train managers to escalate rather than ignore issues
Front-line managers who overlook policy violations or contract deviations can inadvertently condone them on the company's behalf. Establish a process for escalating and documenting any observed breaches.Related Terms
Frequently Asked Questions
Can I un-condone a breach?
You cannot undo past condonation, but you can prospectively reinstate your right to strict compliance by giving clear written notice. Once notice is given, future breaches of the same type are no longer condoned.
Does condonation apply to all types of contracts?
Yes - it applies broadly to commercial contracts, employment agreements, leases, and licensing agreements. It is particularly well-developed in employment and landlord-tenant law where ongoing relationships are common.