Contracts · Impossibility
Clear answer to: What Is Impossibility in Contracts? with key cases, examples, and exam tips for law students.
Impossibility in contracts refers to a situation where a party cannot perform their obligations due to unforeseen events, resulting in the contract being unenforceable. This can arise from the destruction of the subject matter, changes in law, or incapacity of a party.
Impossibility in contracts is a legal doctrine that serves as a defense for parties unable to fulfill their contractual obligations due to unforeseen circumstances. It generally refers to challenges that occur after the contract is formed, making performance objectively impossible. For a party to successfully argue impossibility, the event causing the impossibility must have been unexpected, not due to fault of the party claiming it, and must fundamentally alter the nature of the contract.
The doctrine is typically divided into two categories: *subjective impossibility* and *objective impossibility*. Subjective impossibility refers to a situation where an individual party cannot perform, but performance remains possible for others; this will generally not excuse performance. On the other hand, objective impossibility involves circumstances that make performance impossible for anyone involved.
One notable case that illustrates the doctrine is *Carlill v. Carbolic Smoke Ball Co.* (1893), where the court held that the company's advertisement constituted a binding offer. However, if a consumer could not obtain the product due to destruction of stock, that would be a case of impossibility. Another pivotal case is *Hurricane Deck Boats, Inc. v. Koenigs* (1998), in which the court recognized an impossibility claim when a critical party to the contract passed away unexpectedly.
The threshold for proving impossibility is high; parties must demonstrate that the event was truly unforeseeable and that it materially affects the contract. Courts generally require unequivocal evidence of the impossibility rather than simply asserting it as a defense against liability.
Suppose Alice contracts to rent a venue for her wedding, but the venue is destroyed by a fire before the event, making it impossible for her to hold the wedding there. As a result, Alice may invoke the doctrine of impossibility to excuse her non-performance of the contract.
Impossibility often appears in exam questions addressing defenses to breach of contract claims, with students required to analyze fact patterns and determine the applicability of the doctrine.