Legal Definitions - impracticability

Impracticability in contract law refers to a situation where fulfilling a contractual obligation, while technically still possible, has become so extremely and unreasonably difficult, expensive, or burdensome due to an unforeseen event that it fundamentally alters the nature of the performance originally agreed upon.

It's not about performance being literally impossible, but rather that unexpected circumstances have made the original agreement commercially senseless or extraordinarily onerous for one party. The event causing this difficulty must have been something neither party anticipated or accounted for when they made the contract, and its non-occurrence was a basic assumption underlying their agreement.

• Example 1: Supply Chain Disruption

  A small bakery contracts with a local farm to purchase a specific type of organic flour at a fixed price for the next year. Midway through the contract, an unprecedented regional blight wipes out the entire harvest of that particular grain. While the farm could technically source the flour from a supplier across the country, the shipping costs and the significantly higher price of the imported organic flour would make it financially ruinous for the farm to sell it to the bakery at the original agreed-upon price, far exceeding any reasonable profit margin.

  How this illustrates impracticability: Performance (delivering the flour) is still technically possible by finding an alternative, more expensive source. However, the unforeseen blight made the original method of performance (using their own harvest) impossible, and the alternative method is now so extremely and unreasonably expensive due to the unanticipated event that it fundamentally changes the economic basis of the contract for the farm.

• Example 2: Unforeseen Environmental Obstacle

  A landscaping company agrees to excavate and install a large pond in a client's backyard. During the initial excavation, the crew unexpectedly hits a massive, solid granite bedrock formation just a few feet below the surface, which was not indicated on any geological surveys of the area. Removing this bedrock would require specialized heavy machinery, explosives, and permits, extending the project timeline by several months and increasing the cost tenfold, far beyond the original contract price and the scope of work.

  How this illustrates impracticability: It's technically possible to remove the bedrock and build the pond, but the unforeseen discovery of the granite makes the performance of the contract extraordinarily difficult, time-consuming, and expensive, fundamentally altering the original agreement's assumptions about the ease of excavation.

• Example 3: Sudden Regulatory Change

  A company specializing in drone delivery services signs a contract to provide daily package deliveries for a retail chain in a specific urban area. Shortly after the contract is signed, the city council, in response to public safety concerns, enacts a new ordinance that severely restricts drone flight paths and operating hours within city limits, requiring significant rerouting, additional ground support, and specialized, more expensive drone models to comply. This change makes it impossible to meet the delivery schedule and cost structure outlined in the original contract without incurring massive losses.

  How this illustrates impracticability: Delivering packages by drone is still possible, but the unanticipated and drastic regulatory changes have made fulfilling the contractual terms (delivery frequency, cost, and method) extremely difficult and financially unfeasible, fundamentally altering the operational assumptions under which the contract was made.