Taylor v. Caldwell

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Brief Fact Summary. The Plaintiffs sued the Defendants for breach of contract after the venue the Plaintiffs contracted with the Defendants to use burned down.

Synopsis of Rule of Law. When a situation arises, through no fault of either party to a contract, that makes it impossible to perform under the contract, both parties are excused from performing their respective duties under the agreement.

Facts. The Defendants owned the Surrey Gardens and Music Hall. The Plaintiffs contracted with the Defendants to use the hall for four days to give four “grand concerts” and “day and night fetes” in the hall. Before the time of performance, through no fault of either party, the hall was destroyed by fire. The Plaintiffs thereafter sued for breach of contract.

Issue. Does the destruction of the venue, owned by the Defendants, that the Plaintiffs contracted to use, excuse the parties’ performance under the agreement?

Held. Yes. Impossibility, arising through no fault of the parties, excuses performance under a contract. More specifically, where the performance of a contract depends upon the continued existence of a thing, a condition is implied in the agreement that the impossibility of performance arising from the perishing of the thing shall excuse performance. Here, the Surrey Gardens and Music Hall was destroyed by fire. Since the fire was not the fault of either party and the destruction of the hall rendered it impossible for the Plaintiffs to utilize the venue as intended, the parties were excused from performing their respective duties.

Discussion. Impossibility of performance excuses the parties’ duties under a contract.