Criswell v. European Crossroads Shopping Center, Ltd

In Criswell v. European Crossroads Shopping Ctr., Ltd., 792 S.W.2d 945, 33 Tex. Sup. Ct. J. 598 (Tex. 1990), the Texas Supreme Court noted that "because of their harshness in operation, conditions are not favorites of the law." Id. The Supreme Court directed that in construing a contract, "forfeiture by finding a condition precedent is to be avoided when another reasonable reading of the contract is possible." Id. The court advised that "in order to make performance specifically conditional, a term such as 'if,' 'provided that,' or some similar phrase of conditional language must normally be included." Id. at 948. Furthermore, "while there is no requirement that such phrases be utilized, their absence is probative of the parties' intention that a promise be made, rather than a condition imposed." Id. The Texas Supreme Court also noted that, although words contained in an instrument should be used as controlling guides, punctuation marks can aid in the construction of a document. Id. at 948. In interpreting a contractual provision, the court determined the effect of a semicolon that separated two phrases in the contract. Id. Based on the specific facts of that case, the Criswell court concluded that the use of semicolons by the drafter "indicated that each phrase set off by a semicolon was to be read as having independent significance." Id.