PLEASE NOTE: To protect your safety in response to the threats of Covid-19, we are offering our clients the ability to meet with us in person, via telephone or through video conferencing. Please call our office to discuss your options.

Buffington Law Firm, PC | Attorneys And Counselors at Law
Litigators For Your Business,
Real Estate, and Trust Disputes 714-450-6568
View Our Practice Areas

Impossibility and California contracts

For California business owners, contracts play an essential role in their companies' operations. They enter into contracts with vendors, clients and their own employees. They buy or lease property. When one party does not live up to its obligations, serious problems can ensue.

Ordinarily, breaking a contract can give the party who suffered as a result the right to various legal remedies. However, under some circumstances the law may excuse a breach and not hold the breaching party legally responsible.

What impossibility is

One such defense is that of impossibility. A party can invoke impossibility and argue that it did not perform its contractual obligations because it was impossible for it to do so. Defining impossibility in a particular situation can call for complex legal and factual analysis.

In cases that involve the impossibility defense, one party may argue it was impossible for it to perform, while the other claims it was merely difficult or burdensome. In the context of this defense, impossibility means there was literally no possible way for the party to perform its duties. If the only way to perform would be to go to extreme hardship or expense, it is still possible.

Basic types of impossibility

Generally, California courts tend to find impossibility in a case where one of the parties died or suffered incapacitation, which would make it impossible for that person to perform. Another case of impossibility is when an item crucial to performance becomes destroyed (through no fault of the defaulting party) and there is no reasonable substitution. Third, impossibility also arises if, after the parties sign the contract, a new law comes into being that makes performing illegal.

Commercial impracticability

The Uniform Commercial Code carves out an exception and allows the defense of commercial impracticability for contracts that involve the sale of commercial goods. Impracticability can apply if, after the contract, an unforeseen event occurred to make performance unreasonable difficult or expensive. The event must be such that the parties cannot reasonably foresee it happening and it cannot be something within the parties' control.

No Comments

Leave a comment
Comment Information
Email Us For A Response

Questions? Contact Us.

Bold labels are required.

Contact Information

The use of the Internet or this form for communication with the firm or any individual member of the firm does not establish an attorney-client relationship. Confidential or time-sensitive information should not be sent through this form.


Privacy Policy

VISA | Master Card | American Express

Buffington Law Firm, PC
8840 Warner Avenue Suite 300
Fountain Valley, CA 92708

Toll Free: 800-835-2447
Phone: 714-450-6568
Fax: 714-842-6134
Fountain Valley Estate Planning Office