“The affirmative defense of failure of consideration arises from the failure of one party to execute the promise the performance of which was exchanged at the time of contracting for performance by the other party. The reason for the failure of consideration is generally not significant; the defense may be asserted whether consideration fails through willful breach, inadvertent breach, act of God or of a third party, or other occurrence outside the control of the contracting parties. A contracting party is obligated to perform under the contract only if the other contracting party has fulfilled the obligations placed on that party by the contract.”
[California Affirmative Defenses [certain citations omitted]]
