Impossibility

Definition

Impossibility refers to a situation where the performance of a contract becomes impossible due to unforeseen circumstances, making it unable to be fulfilled by any party involved. This concept is crucial in determining when obligations can be discharged, allowing parties to be relieved from their contractual duties when an unforeseen event makes it impossible to perform. It plays a significant role in specific performance cases, where the court may decline to enforce a contract if it cannot be performed as originally agreed upon.

5 Must Know Facts For Your Next Test

1. Impossibility can occur due to reasons such as destruction of the subject matter, death of a party in personal service contracts, or changes in law that render performance illegal.
2. The doctrine of impossibility does not apply if the impossibility was foreseeable at the time of contract formation.
3. In cases of impossibility, courts generally look for objective impossibility, meaning no one can fulfill the contract, rather than subjective impossibility where a specific party may find it difficult but others could perform.
4. If a contract is deemed impossible to perform, it may lead to automatic discharge of the contractual obligations without liability for damages.
5. While impossibility discharges a contract, it does not affect any rights that have already accrued before the impossibility arose.

Review Questions

• How does impossibility serve as a basis for discharging contractual obligations?
  • Impossibility serves as a key basis for discharging contractual obligations by providing legal grounds for parties to be released from their duties when unforeseen events make performance impossible. This can include situations such as natural disasters or changes in law that prevent fulfillment. When established, it helps protect parties from being held liable for non-performance due to circumstances beyond their control.
• What role does impossibility play in determining whether specific performance can be enforced in contract disputes?
  • Impossibility plays a critical role in determining the enforceability of specific performance in contract disputes. If the court finds that a contract's terms cannot be fulfilled due to an unforeseen impossibility, it will likely deny specific performance since the very essence of the contract cannot be executed as intended. This reinforces the principle that courts will not force parties into contracts that cannot realistically be performed.
• Evaluate the implications of recognizing commercial impracticability alongside impossibility in contractual agreements.
  • Recognizing commercial impracticability alongside impossibility broadens the scope of what may excuse performance under contractual agreements. While impossibility focuses on situations where performance is entirely unfeasible, commercial impracticability acknowledges scenarios where performance remains possible but becomes excessively burdensome or costly due to unexpected events. This distinction allows for greater flexibility in contract law, helping ensure fairness and equity for parties facing unforeseen challenges, and encourages parties to negotiate and draft contracts with clearer risk allocation.

Related terms

Frustration of Purpose: A doctrine that discharges parties from a contract when an unforeseen event undermines the fundamental purpose of the agreement.

Commercial Impracticability: A legal concept that allows a party to be excused from performing a contract due to excessive and unreasonable difficulties or expenses caused by unforeseen events.

Force Majeure: A clause often included in contracts that frees parties from liability or obligation when an extraordinary event or circumstance beyond their control prevents one or both of them from fulfilling the contract.