ARTICLE
14 October 2022
EB
EPGD Business Law
Contributor
The legal doctrine of impracticability is typically used as a defense in a breach of contract case. Commercial impracticability is used for highly unusual situations in which both parties...
United States Florida Corporate/Commercial Law
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The legal doctrine of impracticability is typically used as adefense in a breach of contract case. Commercial impracticabilityis used for highly unusual situations in which both parties in thecontract could not have reasonably expected to occur. Well-draftedcontracts will include a force majeure clause, which essentiallyprotects the risk of loss if performance agreed upon in thecontract is hindered, delayed, or prevented because anunanticipated event. A great example of this is a pandemic. WhenCOVID-19 occurred, several contracts could not be carried out dueto various factors, such as closing of establishments or delays dueto shortage of staff. This, of course, was an unexpected event forwhich no party to a contract could have predicted.
What Is the Difference Between Impossibility andImpracticability?
When an obligation is impossible to perform, as in it cannot beaccomplished by any means, it is considered legally“impossible.” The Florida Court system generally has aninterest in holding parties to the contract they sign, and theduties assigned under that contract, but when an obligation becomesimpossible, then that is when a party can be relieved of thisobligation. For example, if a music group is hired to perform at aspecific venue, and the venue is burned down, it would beimpossible for the music group to perform in the venue.
If the duty requires extreme and unreasonable difficulty,expense, injury, or loss, this is when it is considered“impracticable.” These are usually referred to as“acts of God” such as earthquakes, floods, fires,hurricanes, or pandemics that make the duty unreasonably difficultto pursue. In Florida, the scope of this clause is greater than thescope of impossibility. Unlike many states, Florida does not limitthe impracticality clauses to only unforeseeable events.
How Can You Tell If the Event Is Impossible orImpractical?
Depending on ability to perform the obligation, the obligationwill either be labeled as impossible or impractical. The triggeringevent that helps classify an obligation as impossible orimpractical is that for a performance to be impossible, it cannotphysically be performed. On the other hand, when an obligation isimpractical, it can be performed, but it would be an extreme burdenor come with a great expense to the performing party. For example,back to the music venue, if the venue completely burned down, itwould be physically impossible for the music group to performthere. On the other hand, if the music venue had simply flooded,but the flooding ruined all the electrical outlets and lights, itwould not be physically impossible to perform at this venue, but itwould be extremely impractical as the music group could notproperly perform without electricity.
Originally Published 15 August 2022
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