Due to the large-scale shutdowns triggered by the Coronavirus pandemic (“COVID-19”), many businesses were unable to operate fully, or not at all. Litigants across the country have sought to be relieved of their obligations under contracts as a result of the pandemic-related disruptions, under legal theories including impossibility, frustration of purpose, and force majeure. As recently decided cases demonstrate, proponents of these theories have faced uphill battles.
Imagine these scenarios:
- Your company cannot perform a contract because of the COVID-19 pandemic.
- A vendor informs you that she cannot provide your company with necessary goods because of supply chain issues caused by a governmental emergency declaration.
- A subcontractor cannot perform because its employees are self-quarantining.
These are not hypotheticals. Scenarios like these are playing out around the country. The real-world impact of the COVID-19 pandemic is colliding with contractual requirements, and there is new attention to the legal doctrines of “impossibility,” “frustration of purpose,” “impracticability, and “force majeure.”
What do they mean? In a nutshell, traditional contract law says that an unforeseeable event occurring after the contract was formed can excuse contract performance, and determining whether an event was unforeseeable will depend heavily on the specific facts and the language of the contract.
Blog Editors
Recent Updates
- Navigating Regulatory Challenges in the Dietary Supplement Industry: Insights on NJ Assembly Bill No. 1848
- Quashing an Out-of-State Subpoena: No Easy Task
- The Sleeping Giant: New York’s Commercial Division Expert Disclosure Rules
- Commission Commitments: Massachusetts Appeals Court Upholds Obligation to Continue Paying Commission for the Life of the Underlying Customer Relationship
- A Win for Out-of-Network Providers