Also known as: effective impracticability · commercial impracticability · impracticability
Written by attorneys · grounded in primary & secondary sources — see below
A condition under which a required performance or compliance, though not literally impossible, becomes so burdensome or obstructed by supervening circumstances that it cannot reasonably be accomplished.
Royal Lines agreed to truck components daily through a mountain pass that both parties knew was the only direct route. An avalanche triggered an indefinite state closure after experts found rebuilding impossible. Alternate paths tripled fuel costs and made the original schedule unworkable. Royal Lines stopped service, and the closure rendered continued performance effectively impracticable under the contract terms.
A subdivision covenant required approval from a named two-person architectural committee before any new construction. One member died and the other retired with no succession mechanism in place. A lot owner sought to build without approval because the committee no longer existed. The absence of any functioning review body made compliance effectively impracticable.
Select any source to read its text and confirm it supports the definition.
Crown Automotive promised to supply custom brake assemblies on a fixed schedule. A fire closed its main plant for several months, after which operations resumed. Crown then faced a larger competing order and could meet only half the original monthly volume. The temporary shutdown suspended but did not discharge the duty once normal capacity returned.
Noon Cars contracted for all custom brake assemblies needed for a new production run. Crown repudiated by announcing it would supply only half the required quantity. After the repudiation, a regulatory change made the remaining assemblies unlawful to produce. Crown's duty to pay damages for the repudiation was discharged once the underlying performance became effectively impracticable.
Kathleen agreed to contribute a vessel to Imperial Naval in exchange for a limited-partner interest. Before closing, a storm rendered the vessel unseaworthy and far below the agreed value. Kathleen notified the partnership she could not perform. The damage discharged her obligation and modified the beneficiary rights of other partners to the extent performance had become effectively impracticable.
Effectively impracticable covers situations where performance remains theoretically possible yet imposes excessive burdens or barriers that a court will not require. Literal impossibility requires that no means of performance exist at all. The distinction matters because contracts and covenants often excuse duties under the broader impracticability standard even when some alternative route or substitute remains available.
A temporary event suspends the duty only while the condition lasts. The duty revives once the event ends unless resuming performance would then be materially more burdensome than originally contemplated. Courts therefore examine whether the post-event obligation has changed in nature or cost.
Yes. If events after the repudiation would have discharged the underlying performance duty by impracticability, the duty to pay damages for the repudiation itself is also discharged. The later supervening event eliminates the obligation that was repudiated.
When a contract becomes unenforceable in whole or part because of impracticability, the beneficiary's rights are discharged or modified to the same extent. The beneficiary cannot enforce a duty that the promisor is no longer required to perform.