To prove the prevention doctrine, you have to show four things: a specific contract condition existed, the other party’s wrongful conduct materially contributed to that condition not being met, the conduct was not something the contract authorized, and you were ready, willing, and able to perform if not for the interference. Clear each element with contemporaneous evidence and the court will excuse the condition entirely, treating it as though it was satisfied.
The rule itself is short. Restatement (Second) of Contracts § 245 provides that “where a party’s breach by non-performance contributes materially to the non-occurrence of a condition of one of his duties, the non-occurrence is excused.”1H2O. Restatement (Second) of Contracts 245 Everything that follows is about meeting that standard in a way a court will accept.
The Elements You Must Establish
Courts break a prevention claim into discrete pieces. Miss one and the claim typically fails.
- A contract condition existed. There has to be a specific condition in the agreement that was supposed to trigger the other party’s duty: a final payment tied to project completion, an approval required before work can proceed, a deadline that unlocks the next phase.
- The other party’s conduct prevented that condition from occurring. The interfering party did something, or failed to do something they were obligated to do, that caused the condition to fail.
- The interference materially contributed to the failure. Under § 245, the conduct must “contribute materially” to the condition not being met. It does not need to be the sole cause, but it must be more than incidental.1H2O. Restatement (Second) of Contracts 245
- The conduct was wrongful or unjustified. The interference cannot be something the contract authorized the other party to do. If the agreement gives an owner the right to suspend work for a defined period, exercising that right is not prevention, even when it delays the contractor.
- You were ready, willing, and able to perform. You must show that you would have met the condition absent the interference. This is where many claims collapse.
Proving the Interference Materially Contributed
The causation standard is more forgiving than it first looks. You do not have to prove the interference was the only reason the condition failed. “Contributes materially” means the conduct played a significant role even if other factors were also at work. But the causal chain between the specific interference and the specific condition still has to be tight.
Contemporaneous documentation does most of the work. Project schedules pinpointing where progress stalled. Emails requesting approvals that went unanswered. Meeting minutes recording that a decision was needed and not made. A painter with six weeks of unanswered emails asking a homeowner to pick colors, paired with a schedule showing the painting phase was the critical path, has a straightforward argument.
Vague claims that the other side “made things difficult” will not survive. Identify the specific act or omission. Tie it to a specific contract condition. Show with dates and documents that the condition would have been met on time without the interference. The more granular the record, the harder it is for the other side to shift the blame back to you.
Proving You Were Ready, Willing, and Able
This element trips up more claimants than any other. You cannot invoke the doctrine if you weren’t actually in a position to perform when the interference occurred. A contractor already behind schedule for unrelated reasons has a hard time arguing that a late approval was what truly caused the delay.
“Ready, willing, and able” means what it sounds like. Your crew was mobilized. Your materials were on hand. Your financing was in place. Whatever your side of the deal required, you were set up to deliver it. If you claim the owner prevented you from finishing a building by the deadline but your own subcontractors hadn’t been hired yet, the argument falls apart.
Build this element with purchase orders dated before the interference, staffing schedules, bank statements showing available funds, and testimony from team members about their capacity. The point is to show your performance was on track and would have stayed on track.
Active Obstruction and Failure to Cooperate Both Count
Prevention shows up in two forms, and they’re proved differently.
Active obstruction involves affirmative conduct: locking a contractor out of a site, refusing to sign a required approval, diverting earmarked funds, blocking access to materials. These cases are more straightforward because the interference is visible.
Passive noncooperation is subtler. A party simply fails to do something the contract implicitly or explicitly required. They don’t answer requests for information, don’t make decisions needed for work to proceed, don’t furnish documents the other side needs. The commentary to § 245 recognizes that good faith may require “taking affirmative steps to cause [the condition’s] occurrence,” which means silence and inaction can breach the contract just as clearly as overt interference.1H2O. Restatement (Second) of Contracts 245
Proving passive noncooperation is harder because you first have to show the other party had a duty to act. If the contract doesn’t require the owner to approve shop drawings within a specific timeframe, arguing that slow approvals constituted prevention is uphill. Strong inaction-based claims pair an implied or express duty to cooperate with clear evidence that cooperation was requested and ignored.
Using the Duty of Good Faith
The implied covenant of good faith and fair dealing runs through virtually every contract and is the backbone of many prevention claims. Each party implicitly promises not to do anything that would destroy or injure the other’s right to receive the benefits of the agreement. When someone refuses to cooperate and that refusal prevents a condition from being met, the covenant gives a court a basis to intervene even where the contract never spelled out the specific cooperation required.
Courts measure the conduct against what a reasonable person in the same position would have done, often looking at industry practice. A commercial landlord taking three months to respond to a tenant’s renovation plans when the industry standard is two weeks is likely in breach. A software client who refuses to provide feedback on deliverables when the development contract contemplates iterative review cycles is doing the same.
The covenant has limits. It cannot override an express contract term. If the contract gives one party discretion over certain decisions with no timeline attached, exercising that discretion slowly is usually not a good faith violation. The duty fills gaps; it does not rewrite the deal.
Document Everything While It’s Happening
The evidence that wins these cases is almost always created during the project, not reconstructed afterward. Keep detailed logs of every request you make for information, approvals, access, or cooperation. Save every email. Note phone conversations in writing. When you ask for something and don’t get it, follow up in writing and keep the follow-ups. If you’re locked out of a site, photograph the locked gate. If materials are withheld, document the shipment records and the refusal.
Many contracts include provisions requiring written notice before a party can claim an extension or pursue a delay-related claim. These notice requirements are generally enforceable, and missing them can waive your right to invoke the doctrine later, even when the underlying interference was egregious. Read your contract’s notice provisions carefully and comply exactly, including required timelines and delivery methods.
Beyond formal notice, send a contemporaneous letter or email identifying the interference as it happens, explaining its impact on your schedule, and asking the other party to cure the problem. A real-time record is far more persuasive than later testimony about what went wrong.
Defenses You Should Expect
Anticipating the counterarguments helps you build the claim correctly from the start.
- You weren’t ready to perform. The other side will argue you would have missed the condition anyway. Every gap in your preparation becomes ammunition. Behind subcontractors, unordered materials, missing financing — expect each one to come up.
- The interference was authorized by the contract. If the agreement gave the other party discretion over timing, approvals, or access, exercising that discretion may not qualify as wrongful prevention.
- The interference was immaterial. Expect arguments that you could have worked around the problem, found alternative methods, or absorbed the delay within existing schedule float.
- You failed to mitigate. Even where prevention is real, courts expect the affected party to take reasonable steps to work around it. If there was an obvious alternative and you didn’t take it, damages may be reduced or the claim denied.
- Contractual risk allocation. Sophisticated contracts sometimes assign specific delay risks to one party. If you agreed to bear the risk of a particular type of interference, the doctrine may not rescue you from that bargain.
What a Successful Claim Gets You
When a court finds prevention occurred, the blocked condition is treated as satisfied. If your payment was conditioned on completing Phase 3 of a project and the owner’s interference made Phase 3 impossible, the court removes Phase 3 completion as a prerequisite to payment. The preventing party’s remaining duties become absolute. They cannot point to the unfulfilled condition as justification for withholding performance.
Damages follow expectation principles: the prevented party should end up in the same position they would have occupied if the contract had been fully performed. In many cases, that means the full contract price minus whatever costs the prevented party saved by not having to complete the blocked work. Some jurisdictions also permit consequential damages where the prevention caused losses beyond the contract itself, such as lost bonding capacity, missed opportunities on other projects, or increased material costs from delay. Availability depends on foreseeability and the jurisdiction’s rules, so document every downstream cost the interference triggers.
A Different Framework for Sales of Goods
If your contract involves the sale of goods, the Uniform Commercial Code supplies its own version of the prevention principle, and the proof burden is lighter. UCC § 2-311 addresses situations where one party’s cooperation is necessary for the other to perform. When that cooperation is not forthcoming within a reasonable time, the affected party is excused from any resulting delay and may either proceed to perform in any reasonable manner or treat the failure to cooperate as a breach. The question is simpler than at common law: was cooperation necessary, and was it provided on time? For goods contracts, this is often the faster theory.