Also known as: frustration · frustrated contract · frustrate · frustrates · frustrated · frustrating · frustration of contract · contract frustration
Written by attorneys · grounded in primary & secondary sources — see below
A doctrine discharging a party's remaining contractual duties when an unforeseen event substantially frustrates the principal purpose of the contract without the party's fault and the non-occurrence of the event was a basic assumption of the contract.
Select any source to read its text and confirm it supports the definition.
Deborah Dunn contracted with Dover Bank to rent a downtown plaza for a public festival celebrating a national holiday. Two weeks before the date a city emergency order banned all large outdoor gatherings because of a sudden public health crisis. Deborah's central purpose in securing the space was defeated by the order. Her remaining duty to pay the rental fee is discharged.
Elena Estes leased a theater from Evan Ellis to stage a week-long concert series. Days before opening a government order closed all indoor venues due to a novel virus outbreak. Elena's principal purpose was defeated by the order. Her remaining duty to pay the lease is discharged.
Davenport Pharmaceuticals agreed to buy a warehouse from Duffy Construction believing the structure could be converted into a sterile manufacturing facility. At the time of contracting neither party knew the building sat on unstable fill that made such conversion impossible. Davenport's principal purpose was substantially frustrated by this unknown fact. Its duty to complete the purchase is discharged.
Frank Foster hired Gina Grant to cater an outdoor wedding at a historic estate. Two days before the event a lightning strike burned the main pavilion to the ground. Frank's central purpose in renting the estate was defeated. His remaining duty to pay the rental fee is discharged.
Dynamic Solutions leased a storefront from Danielle Dixon for a six-month pop-up retail campaign. A three-week city street repair project blocked all vehicle and foot access to the block. The closure suspended Dynamic's duty to pay rent during the repair period. Once the street reopened the duty resumed because performance after the interruption was not materially more burdensome.
Henry Holt contracted to buy rare spices from Irene Ives for a new restaurant launch. An unforeseen trade embargo made the spices unavailable from any source. Henry's principal purpose was substantially frustrated by the embargo. His remaining duty to pay is discharged.
Frustration discharges duties when an unforeseen event defeats the principal purpose of the contract even though performance remains physically possible. Impracticability applies when performance itself becomes excessively burdensome or impossible. The two doctrines are related but focus on different failures: purpose versus performance.
Temporary frustration suspends performance only while the frustrating condition exists. The duty resumes once the condition ends unless resuming performance would be materially more burdensome than originally contemplated.
…"guilty" putative spouse receives one-half of the property under section 4452, no expectation of the "innocent" spouse has been frustrated. In a nonmarital relationship, on the other hand, the parties may expressly or tacitly determine to order their economic relationship in some other manner, and to impose community property…
…warranty and exclusion of all obligations except those specifically assumed by the express warranty signify a studied effort to frustrate
…is expressed. If the purpose of the act cannot otherwise be accomplished — if its operation within its chosen field else must be frustrated and its provisions be refused their natural effect — the state law must yield to the regulation of Congress within the sphere of its delegated power.” [^maj-21]: Express recognition of the…
…objectives.[^maj-25] More exacting review, for which there is no clear mandate in the statute or its legislative history, frustrates
…made; and it has never been anything else. What the legislature has done is to pass a statute which does not have the effect of
The party must prove that an event occurring after formation substantially frustrated its principal purpose, that the non-occurrence of the event was a basic assumption of the contract, and that the frustration arose without the party's own fault.
Restitution remains available even though the contract is unenforceable under the statute of frauds unless the statute itself would be frustrated by allowing recovery or the statute provides otherwise.
Yes. When a party's principal purpose is substantially frustrated by a fact existing at formation that the party had no reason to know and whose non-existence was a basic assumption, the remaining duties are discharged.