Can A Condition Precedent Be Deemed Satisfied By A Defendant's Breach?

In King Crude Carriers SA and others v Ridgebury November LLC and others [2025] UKSC 39 the Supreme Court overturned a decision by the Court of Appeal and held that the principle established by Lord Watson in Mackay v Dick (1881) 6 App. Cas. 251, [1881] 3 WLUK 23, a Scottish appeal, did not form part of English law.

In this case, the memorandas of agreement for the sale of three tanker vessels contained amendments obliging the buyer to lodge deposits with third party holders following the fulfilment of certain conditions precedent. The buyer breached those conditions leading to the sellers cancelling the sale agreements and commencing arbitration, seeking to recover, inter alia, the deposits as accrued debts by relying on the Mackay v Dick principle i.e. that where a party to a contract wrongfully prevented the fulfilment of a condition precedent to that party's debt obligation, the condition was treated as being fulfilled. The buyer disputed this and asserted that