California First-Year Law Students' Exam (Baby Bar) — MCContractsMedium
A software developer signs a contract with a client to create a custom application for $10,000. The contract includes a clause stating, 'Client's complete satisfaction with the final application is a condition precedent to payment.' After delivery, the client expresses dissatisfaction with the user interface, even though it meets all specified technical requirements. The client refuses to pay. Is the client's refusal justified?
- ANo, because the application met all objective technical requirements, subjective dissatisfaction is irrelevant.
- BYes, if the developer failed to provide a warranty for the user interface.
- CYes, if the client's dissatisfaction is genuine and not merely feigned to avoid payment.
- DNo, because 'complete satisfaction' clauses are generally unenforceable as against public policy.
Show answer & explanationAnswer & explanation
Correct answer: C. Yes, if the client's dissatisfaction is genuine and not merely feigned to avoid payment.
Satisfaction clauses, especially those involving matters of personal taste or judgment, are generally enforceable if the dissatisfaction is genuine and in good faith. The client's subjective dissatisfaction, if honest, can prevent payment.
Why the other options are wrong
- A. This is incorrect. For matters of personal taste, subjective satisfaction is relevant.
- B. This is incorrect. The presence or absence of a warranty does not override a clear satisfaction clause in determining payment obligations.
- D. This is incorrect. Satisfaction clauses are generally enforceable, especially in contracts involving personal taste or judgment.
Satisfaction Clause (Subjective)
A contract provision making one party's performance conditional upon the other party's personal satisfaction, typically applied to matters of taste, judgment, or personal preference.
- Requires genuine (good faith) dissatisfaction.
- Distinguished from objective satisfaction (reasonable person standard).
- Common in art, custom work, personal services.
Memory trick: Conditions are contract traffic lights: red means stop, green means go, yellow means proceed with caution (or satisfaction!).