impossibility, impracticability, and frustration of purpose Flashcards
impossibility, impracticability, and frustration of purpose
these events occur post formation during the discharge of obligations phase. relief granted on these three things is super rare
matter of law
courts determine if these excuses are valid
262
death or incapacity of person necessary for performance
263
destruction or deterioration or failure to come into existence of thing necessary to perform
264
prevention by governmental order or regulation
death of contract party
does not necessarily terminate if the estate can perform the contract.
if for personal services death of party may excuse performance
subsequent illegality and destruction of unique goods
supervening law or regulation-if after formation of a contract the subject matter or performance of the contract becomes illegal or prohibited then performance is excused
destruction, deterioration or failure to come into existence of thing necessary for performance
if existence of a specific thing is necessary for the performance of the duty, its failure to come into existence, destruction, or deterioration makes performance impracticable if an event the non-occurrence of which was a basic assumption on which the contract was made
impossibility-preexsiting conditions
discovery of preexisting conditions that you did not know of at the time falls under impossibility and possibly mutual mistake as well
suspend or rescind
the impossibility may be permanent and extinguish an obligation to perform or it may be temporary and only allow for suspension of performance
foreseeability traditional rule
unforeseen or even unforeseeable at the time of contracting
modern rule for foreseeability
relief is not denied if foreseeable. question of degrees
acts of god/allocation of risk
acts of god are events that occur that are out of the control of the parties that are either temporarily or permanentently prevent performance
force majeure
provisions in contract that allocate risk
ucc impossibly 2-613
specific goods are identified as necessary for performance and those goods are destroyed or unavailable without the fault of either party then if the loss is total the contract is avoided
ucc impracticability 2-615
sellers duty to deliver goods is excused when ability to perform has been made impracticable by occurrence of a contingency the non-occurrence of which was a basic assumption on which the contract was made. except in so far as a seller may have assumed a greater obligation
remedy for IIFOP
generally, party will be entitled to rescission and restitution for any benefit conferred in exchange for the performance that is now excused. extraordinary circumstances may allow for reliance damages. judicial reformation is very very rare
frustration of purpose
usually obligation to pay. based on change in circumstances that makes performance no longer desirable or useful, the loss of utility to the recipient or makes the performance virtually worthless
ucc does not specifically address frustration of purpose
but hey ucc 2-615 is broadly written enough to encompass it
impracticably 261
substantial reduction of the contract value-performance is impracticable. because of occurrence of event, the non-occurrence of which was a basic assumption of the contract. w/out the parties fault.. party seeking relief does not bear the risk of that occurrence under the contract or through the surrounding circumstances. INCREASED COST ALONE IS NOT ENOUGH
FOP 265
substantial reduction of contract value. because of occurrence of event, the non-occurrence of which was a basic assumption of the contract. without the parties fault. party seeking relief does not bear the risk of that occurrence under the contract tor though surrounding circumstances. PERFORMANCE MSUT BE RENDERED VIRTUALLY WORTHLESS
