Buyer, Inc., contracted in writing with Shareholder, who owned all of XYZ Corporation's outstanding stock, to purchase all of her stock at a specified price per share. At the time this contract was executed, Buyer's contracting officer said to Shareholder, "Of course, our commitment to buy is conditioned on our obtaining approval of the contract from Conglomerate, Ltd., our parent company." Shareholder replied, "Fine. No problem." Assume the following facts. Shareholder subsequently refused to consummate the sale on the ground that Buyer had neglected to request Conglomerate's approval of the contract, which was true. Conglomerate's chief executive officer, however, is prepared to testify that Conglomerate would have routinely approved the contract if requested to do so. Buyer can also prove that it has made a substantial sale of other assets to finance the stock purchase, although it admittedly had not anticipated any such necessity when it entered into the stock purchase agreement. If Buyer sues Shareholder for breach of contract, is Buyer likely to prevail? 
Yes, because the condition of Conglomerate's approval of the contract, being designed to protect only Buyer and Conglomerate, can be and has been waived by those entities.  Yes, because Buyer detrimentally relied on Shareholder's commitment by selling off other assets to finance the stock purchase.  No, because the express condition of Conglomerate's approval had not occurred prior to the lawsuit.  No, because obtaining Conglomerate's approval of the contract was an event within Buyer's control and Buyer's failure to obtain it was itself a material breach of contract.
Question: Buyer, Inc., contracted in writing with Shareholder, who owned all of XYZ Corporation's outstanding stock, to purchase all of her stock at a specified price per share. At the time this contract was executed, Buyer's contracting officer said to Shareholder, "Of course, our commitment to buy is conditioned on our obtaining approval of the contract from Conglomerate, Ltd., our parent company." Shareholder replied, "Fine. No problem." Assume the following facts. Shareholder subsequently refused to consummate the sale on the ground that Buyer had neglected to request Conglomerate's approval of the contract, which was true. Conglomerate's chief executive officer, however, is prepared to testify that Conglomerate would have routinely approved the contract if requested to do so. Buyer can also prove that it has made a substantial sale of other assets to finance the stock purchase, although it admittedly had not anticipated any such necessity when it entered into the stock purchase agreement. If Buyer sues Shareholder for breach of contract, is Buyer likely to prevail? 
A. Yes, because the condition of Conglomerate's approval of the contract, being designed to protect only Buyer and Conglomerate, can be and has been waived by those entities. 
B. Yes, because Buyer detrimentally relied on Shareholder's commitment by selling off other assets to finance the stock purchase. 
C. No, because the express condition of Conglomerate's approval had not occurred prior to the lawsuit. 
D. No, because obtaining Conglomerate's approval of the contract was an event within Buyer's control and Buyer's failure to obtain it was itself a material breach of contract.
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