Legal Definitions - supervening impossibility

Supervening impossibility refers to a legal principle where an unforeseen event, occurring after a contract has been formed, makes it genuinely impossible for one or both parties to fulfill their contractual obligations. This event must be beyond the control of the parties and not reasonably foreseeable at the time the contract was created. When supervening impossibility is established, it may excuse one or both parties from their contractual duties without liability for breach.

• Example 1: Natural Disaster Affecting Construction

  A construction company enters into a contract to build a custom commercial building on a specific plot of land. After the contract is signed and before construction can begin, an unprecedented regional flood, declared a natural disaster, completely submerges the designated plot, making it structurally unsound and legally unsuitable for the planned construction for the foreseeable future.

  Explanation: The flood is an unforeseen event that occurred after the contract was made. It renders the performance of building on that specific plot genuinely impossible due to the drastic and permanent change in the land's condition, illustrating supervening impossibility.

• Example 2: New Law Prohibiting Activity

  A manufacturing company signs a multi-year agreement with a supplier for a specific industrial chemical compound. Several months into the contract, the government enacts a new environmental regulation that strictly prohibits the production, sale, and use of that particular chemical compound due to newly identified severe health risks.

  Explanation: The new government regulation is an unforeseen legal development that occurred after the contract was formed. It makes the performance of the contract (supplying and using the chemical) illegal, thereby creating a supervening impossibility for both parties to fulfill their obligations.

• Example 3: Destruction of Unique Subject Matter

  An antique dealer contracts to purchase a rare, one-of-a-kind historical manuscript from a private collector. Before the transaction is completed and the manuscript is transferred, an accidental fire, caused by an electrical fault unrelated to the collector's negligence, completely destroys the unique manuscript.

  Explanation: The fire and the destruction of the manuscript occurred after the contract was formed and was an unforeseen event. Since the manuscript was unique and irreplaceable, its destruction makes it genuinely impossible for the collector to deliver the specific item agreed upon, demonstrating supervening impossibility.