When Can Impossibility in Contracts?

Impossibility in contracts arises when an unforeseen event makes performance of the contract objectively impossible, not merely more difficult. This can discharge a party's obligations under the contract.

Impossibility in contracts occurs when an unforeseen event occurs that makes the contractual duties impossible to perform. This doctrine is rooted in the principle that parties should not be held to a contract when the fundamental basis of the agreement has been obliterated. For a claim of impossibility to hold, it must be established that the event was not foreseeable and that it was not a party's fault.

There are two primary forms of impossibility: subjective and objective. Subjective impossibility refers to situations where a party is unable to perform due to personal incapacity; however, this does not discharge contractual obligations. Objective impossibility, on the other hand, pertains to situations where no one could perform the task, such as the destruction of the subject matter of the contract, and is central to claims of impossibility.

Key case law illustrates these concepts. In the case of *Taylor v. Caldwell* (1863), a music hall burned down before the performance, excusing the parties from performance due to the destruction of the subject matter. Conversely, in *Cahill v. Gunter* (1915), the court found that increased difficulty or expense did not amount to impossibility, demonstrating that mere challenges in performance do not suffice.

Additionally, the Uniform Commercial Code (UCC) recognizes this principle in commercial contracts, specifically under §2-613 addressing the destruction of goods. This modern development further illustrates how impossibility can be applied in various contracts. Hence, the doctrine plays a critical role in contract law's aim to enforce fair dealings and equitable outcomes.

• 1Taylor v. Caldwell (1863) - Established the doctrine of impossibility due to the destruction of the subject matter.
• 2Cahill v. Gunter (1915) - Clarified that increased difficulty alone does not result in discharge due to impossibility.
• 3U.S. v. Spearin (1918) - Related the defense of impossibility to construction contracts and the obligations of parties.
• 4Joseph Martin, Jr., Delicatessen, Inc. v. Schumacher (1960) - Discussed subjective versus objective impossibility in contractual obligations.
• 5East Coast Utilities v. J.P. Smith Contracting (1990) - Examined the limits of impossibility when foreseeable circumstances affect performance.

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