Legal Definitions - impossibility-of-performance doctrine

Impossibility-of-Performance Doctrine

The impossibility-of-performance doctrine is a legal principle that allows a party to be excused from their contractual obligations when unforeseen and uncontrollable circumstances make it literally impossible to fulfill the terms of the agreement. This doctrine applies when an event occurs after the contract was formed, which was not anticipated by the parties, and which makes performance objectively impossible, not just more difficult or expensive.

• Example 1: Destruction of Unique Subject Matter

  A specialized art restorer enters into a contract to meticulously restore a rare, irreplaceable fresco located within a historic private estate. Before the restorer can begin work, an unexpected and severe earthquake causes the estate to collapse, completely destroying the fresco.

  Explanation: In this scenario, the specific subject matter of the contract—the unique fresco—no longer exists. It is objectively impossible for the art restorer to perform their contractual duty to restore something that has been destroyed, thus excusing them under the impossibility-of-performance doctrine.

• Example 2: Death or Incapacity of a Unique Service Provider

  A renowned opera singer signs a contract to perform the lead role in a highly anticipated production. A week before opening night, the singer suffers a sudden, severe vocal cord injury that permanently prevents them from singing at a professional level.

  Explanation: The contract was for the unique personal services of that specific opera singer. Their sudden and permanent incapacity makes it impossible for them to perform the agreed-upon role, thereby excusing them from the contract under this doctrine.

• Example 3: Supervening Illegality

  A manufacturing company contracts to export a specific chemical compound to a client in another country. Before the shipment can be made, the government of the exporting country enacts a new, immediate, and permanent ban on the export of that particular chemical compound due to newly discovered environmental hazards.

  Explanation: The government's new regulation makes the act of exporting the chemical compound illegal. It is now impossible for the manufacturing company to legally fulfill its contractual obligation, and they would likely be excused from performance under the impossibility-of-performance doctrine.