Article 2 — Sales · Section 2-615
Explore UCC § 2-615 concerning the excused performance in contract obligations due to commercial impracticability.
Source: U.C.C. § 2-615
Except to the extent that a seller may have assumed a greater obligation, impracticability as a defense arises when, after the contract is made, a contingency that was not a party’s fault makes performance impracticable. The seller’s duty to perform is excused where the seller can show that the performance has become impracticable due to an unforeseen event or circumstance, and that the risk of that event was not assumed by the seller.
UCC § 2-615 allows a seller to excuse performance of a contract when unforeseen events make fulfilling the contract extremely difficult or impossible, provided that the seller did not assume the risk of such events occurring. It applies particularly in cases where performance is rendered impracticable due to factors beyond the control of the seller.
A legal doctrine that refers to situations where a party's performance under a contract becomes extremely difficult or unfeasible due to unforeseen circumstances.
An event or condition that must be met for the contract obligations to be fulfilled.
Example 1
A supplier is unable to deliver goods due to a natural disaster, which was not foreseeable at the time the contract was made.
Example 2
A manufacturer cannot produce goods because a critical component is no longer available due to a sudden government ban on its export.