What Are The Elements Of Impossibility in Contracts?

The elements of impossibility in contracts include: (1) an unforeseen event that renders performance impossible, (2) the event must not be the fault of the party seeking relief, and (3) the contract must not provide for such a risk via a force majeure clause or similar provision.

Impossibility in contracts occurs when an unforeseen event occurs that makes the performance of a contract impossible. To establish a claim for impossibility, a party must show that the performance has been objectively impossible due to an external, unexpected occurrence, such as natural disasters, changes in law, or destruction of the subject matter of the contract. These events must be beyond the control of the party claiming impossibility.

Furthermore, the performance must be impossible in an objective sense. This means that even with all reasonable efforts or resources, performance cannot be accomplished. Courts emphasize that mere difficulty or increased expense does not constitute impossibility, as the party must demonstrate that it is impossible to perform under the existing circumstances.

Additionally, the party seeking to excuse performance must not be at fault for the impossibility. If the party's own actions or negligence led to the inability to perform, they cannot claim impossibility as a defense. This element ensures that the doctrine is not utilized as a way to excuse performance due to one’s own failings.

Lastly, contracts may include specific clauses that address the potential for impossibility, such as force majeure clauses. If such a provision exists, it could stipulate that certain unforeseen occurrences will not constitute grounds for claiming impossibility, thereby limiting the doctrine's application under those circumstances. Thus, careful examination of the contract language and applicable law is critical in assessing the defense of impossibility.

• 1Taylor v. Caldwell (1863) - Established the doctrine of impossibility in relation to contracts when the subject matter is destroyed.
• 2Corpe v. Overton (1833) - Discussed the unforeseeable nature of events that lead to impossibility.
• 3Krell v. Henry (1903) - Highlighted that if the primary purpose of a contract is frustrated by an unforeseen event, impossibility may be claimed.
• 4Case of the Seller (1930) - Emphasized the principle that impossibility is excused when caused by an external, unavoidable cause.

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