IMPOSSIBILITY OF CONTRACTS

I’ve repeated time and time again that once you sign a contract, you are essentially locked into the terms. However, there are certain times you can get out of that contract. One way is if the contract has become “impossible.”

The doctrine of impossibility (or doctrine of impracticability) excuses a party under a contract if:

1. Something happened after the contract was signed, and the performance is now impossible or impracticable.

2. The Parties always presumed to complete the contract.

3. The person who argues impossibility cannot be the one who caused the event.

As you can imagine, Courts do not take this doctrine lightly, and the person using it must make a compelling case. You not wanting to go forward with the contract is not a persuasive case. “The

principal question in [impossibility cases is] whether an unanticipated circumstance, the risk of which should not fairly be thrown on the promisor, has made performance vitally different from what was reasonably to be expected.” Karaa v. Yim, 86 Mass. App. Ct. 714, 717-718 (2014).

There are circumstances that could arise that would allow a party to argue this doctrine, but the more prudent approach is to always have an attorney review any contract you plan to sign. Better to have a solid contract to sign rather than try to avoid the contract in the future (plus the costs related to litigation to avoid that contract).

As always, I am happy to review, negotiate, or draft any contract/agreement you plan to sign.