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the affected party gives notice of his intent to avoid the
contract. See Ice v. Benedict Nuclear Pharms., Inc., 797 P.2d
757, 759 (Colo. Ct. App. 1990); 1 Restatement, supra sec. 165.
Petitioners also contend that Messrs. Sims' and McWade's
failure to disclose the Thompson and Cravens settlements before
the trial of the test cases constitutes a breach of contract.
The conditions and obligations underlying a contract may be
implied from the terms or nature of the agreement, particularly
where the matter is presumed to have been perfectly obvious to
the parties. See Sacramento Navigation Co. v. Salz, 273 U.S.
326, 328-329 (1927) (contract for the transportation of barley on
a barge (which lacked a power source) implied that the barge
would be used with a steamer or tug); see also Hudson Canal Co.
v. Pennsylvania Coal Co., 75 U.S. (8 Wall.) 276 (1868) (contract
between coal producer and canal company for transportation of
coal by way of canal, under which coal company constructed
railroad from its mine to the canal and canal company enlarged
its canal, did not imply that coal company would use the canal as
sole means for transporting its coal).
A contract may be avoided or rescinded where a party fails
to satisfy a material or essential term or condition of the
agreement. See First Interstate Bank v. SBA, 868 F.2d 340, 343-
344 (9th Cir. 1989), and cases cited therein. A material breach
of contract is one that substantially defeats its purpose so that
the injured party is justified in treating the matter as at an
end. See 4 Corbin on Contracts, supra sec. 946, at 809. The
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