Question: In early January 2004 , representatives of MacDougall Corporation, makers of the famous "MacDougall Dog" hot dog and related convenience foods sold through thousands of owned and franchised "MacDougall's" restaurants, met with representatives of Time Management, Inc. ("TM"), a firm specializing in time-and-motion studies of labor intensive industries. After extensive negotiations, it was orally agreed that TM would redesign the food production area of MacDougall's restaurants, including modification of cooking equipment, if necessary, so that, using existing MacDougall's food products, savings in labor costs through reduction in restaurant cooking staffs would result. Lawyers for MacDougall's subsequently drafted a written agreement, sent it to TM, whose lawyers modified the draft, and returned the modified draft to MacDougall's. This modified writing, signed by both parties, stated in its entirety: Provided that at least 2,000 work-hours per restaurant are eliminated, MacDougall Corporation will pay to TM within 90 days of installation of new food production systems at MacDougall's restaurants in Richmond a first installment of $1$ million. Upon installation of new food processing systems nationwide, MacDougall Corporation will pay to TM a second and final installment of $ 1.5$ million. Nationwide installation must be completed by January 15,2005 . Any amendments to this agreement must be in writing signed by both parties. TM immediately began work on the restructuring of MacDougall's food processing methods. On September 5, 2004, a radical change in the layout of MacDougall's kitchen area and new personnel assignments had been designed, and TM demanded payment of the first installment payment of $ 1$ million. MacDougall Corporation refused, but negotiations conducted between the parties resulted in an oral agreement that MacDougall's would pay $ 750,000$ immediately and then the $ 1.5$ million second installment as originally agreed, after nationwide installation of the new system. The restructured food production system was installed and in operation in all Richmond MacDougall's restaurants on October 1, 2004. Subsequent audits revealed that the new system enabled MacDougall Corporation to eliminate 1,500 work-hours per restaurant, saving the corporation $ 90,000$ in labor costs for all Richmond restaurants. The new system required that MacDougall's increase the length of the famous "MacDougall Dog" by three centimeters and that the "Mother MacDougall Hot Apple Fritters" be made in a rectangular shape rather than the traditional round form. Nationwide installation of the new system in all MacDougall's restaurants was completed on January 30, 2005. The 1,500 work-hours per restaurant savings to MacDougall Corporation was projected at $ 1.8$ million per year. TM sent a certified letter to the chief executive officer of MacDougall Corporation requesting his certification that the new food production system was in place and operating as promised, and demanding the $ 1.5 \mathrm{mil}$ lion second installment. The CEO refused to so certify and refused to make any payment, noting in his reply letter that the system had not been installed by January 15,2005 , and that it did not use existing MacDougall's food products, as promised by TM. Was TM entitled to payment of the first installment when it completed design work on the new system on September 5, 2004?

Options:
A. No, because substantial completion of installation of the system in Richmond restaurants would be a constructive condition precedent to MacDougall's duty to pay.
B. No, because the phrase "within 90 days of installation" would be interpreted to mean within 90 days after installation.
C. Yes, because September 5 was "within 90 days of installation" of the food processing system on October 1, 2004. 
D. Yes, because TM had completed work on designing the new system and could expect to install it within 90 days.
Answer: B