Omni v. Seattle Bank

• The Clark family ("Clark") listed 59 acres of land for sale in the state of Washington = original defendant
• Omni Group, Inc. = "Omni" = plaintiff = a real estate development company
• Omni offered to pay $2,000/acre
• The 2 parties signed an earnest-money contract subject to a feasibility report by an engineer & architect
• After a few weeks, Omni announced that it would waive the reporting requirement. At this juncture, Clark refused to sell the land.
• Seattle-First National Bank = "Bank" = new defendant = the bank became the respondent as Clark's executor when Clark passed away

• Omni sued the Bank to enforce the earnest-money contract.
• The trial court ruled that Omni's promise to purchase the land was an illusory promise. https://www.quimbee.com/keyterms/illusory-promise

Is a promise conditioned on a satisfactory clause an illusory promise that makes a contract un-enforceable?

No. Contracts containing satisfaction clauses are enforceable because there's an implied duty to exercise subjective judgment in good faith.

Omni's promise to buy the property wasn't illusory.

Specific performance of the contract is ordered.

Reversed. Case remanded.

(condition precedent) + (party's personal satisfaction with performance) != (party's promise to perform contractual obligations illusory)