Taylor v. Caldwell established the principle that parties are released from a contract when the object upon which it depends is destroyed, creating a condition of impossibility for its performance, if without fault of either party and without stipulation or evident contemplation of that result.
The Illustrated London News v.38 1861.
Taylor contracted with Caldwell for the use of The Surrey Music Hall and Gardens to host concerts and festivities on four days between June and August of 1861. As consideration, Taylor agreed to pay 100 pounds per night. After the contract was formed, and before the first concert date, the Music Hall burned down and could no longer be used for the contracted purposes. Neither party was at fault for the fire. Taylor brought suit against Caldwell for costs incurred in printing advertisements for the event and for not being able to use the Music Hall for the intended purpose.
The court ruled for Caldwell. In reviewing case law and historical precedents, the court found that the parties were released from the contract when the object upon which its performance depended ceased to exist. The court accepted that the parties were not at fault for the fire and found that the contract contained no express stipulation or reasonable contemplation of such an eventuality at the time of contracting. The continued existence of the object of the contract was in this case an implied condition of the contract. The damage to the music hall was so extensive that concerts could no longer be held there, creating a condition of impossibility. As a result, Caldwell could not perform under the contract as intended. Because neither party was bound by the contract, Caldwell did not owe damages to Taylor.
Authorities Cited:
Hall v. Wright (1859)
Citation(s): 120 English Reports 688, 695; Ellis, Blackburn & Ellis' Queen's Bench Reports 746
Isabella Hall and George Wright entered into an agreement to be married within a reasonable time. After making this promise, and before a “reasonable time” [1] had passed, Wright contracted a deadly disease that caused frequent bleeding in his lungs. Because of this disease, he could not be married without inducing a great risk to his life, as he asserted he was incapable of the exertion of either the marriage ceremony or consummating the marriage. Wright was unable to marry Hall within the determined “reasonable time” due to the disease, which still afflicted him to the day of the case. Hall brought suit against Wright, claiming breach of the marriage contract.
The lower court deliberated on whether Wright was excused from his promise to marry Hall within a reasonable time due to his illness. The lower court was split but found in favor of Wright. On appeal, the court reversed and found in favor of Hall.
The Taylor court cited a statement by Crompton, the Chief Justice in Hall, that “[w]here a contract depends upon personal skill, and the act of God renders it impossible, as, for instance, in the case of a painter employed to paint a picture who is struck blind, it may be that the performance might be excused.” Taylor at 834. In Hall, the court reasoned that Wright’s professed inability to marry, given his condition, did not automatically terminate their agreement and impossibility could not be construed from his plea. In Taylor, on the other hand, the destruction of the music hall created a condition of impossibility.
1) Hall v. Wright does not specify the length of time that passed in the case, or generally a length of time to be deemed “reasonable.” Return to text
Christie v. Lewis (1821)
Citation(s): 2 Ball & Beatty's Reports 410
Lewis entered a contract with George Laing, by which George would use Lewis’s ship for a multi-leg cargo delivery. During the trip, Laing went bankrupt, and his estate was granted to the plaintiffs, Charles Christie, George Alexander Wylie, and William Atkinson. Christie and his associates, in an attempt to recover their money lost by Laing’s bankruptcy, brought suit against Lewis for the payments he received from the cargo voyage. To determine who had a possessory interest in the liens on the cargo, the court was required to determine if, based on the language of the contract, the agreement to loan the ship also transferred ownership of the ship for the duration of the journey. The court ruled in favor of Lewis, finding that the contract only granted a possessory interest in the ship and that Lewis retained a lien on the goods.
This case was used by the plaintiff in Taylor for the proposition that just because a contract grants the use of property, it does not also grant ownership unless the initial grant states so.
Hyde v. The Dean of Windsor (1653)
Citation(s): 78 English Reports 710; Croke's King's Bench Reports 552
Hyde and the Dean of Windsor entered into a contract, but the Dean of Windsor died before the contract was completed. Hyde brought this suit against the Dean of Windsor’s executor for completion of the contract. In a short one-paragraph opinion, the court established the general rule that “a covenant lies against an executor in every case, although he be not named; unless it be such a covenant, as is to be performed by the person of the testator, which they cannot perform.” The court ruled that the executor was not bound to perform the decedent's remaining contractual obligations.
In dictum, the court in Hyde introduced the concept of implied conditions for contracts that are personal in nature. The court in Taylor cited Hyde for the rule that “if the performance is personal, the executors are not liable.” In other words, personal contracts have implied conditions based upon what people and goods must be present to feasibly complete the contract. Here there is an implied condition of continued life, as it would be impractical to demand that the contract still be completed after the death of a party.
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Paradine v. Jane (1647)
Citation(s): 82 English Reports 897; Aleyn's Reports 26
Paradine brought suit against Jane, who leased land from Paradine, for nonpayment of rent. Jane argued that he was not obligated to pay rent because Prince Rupert, a German Prince, invaded the country with a hostile army and took over the property, leaving him without access and unable to make profits from the land. Due to the English Civil War, it had become common for both sides to loot the estates of nobles to gather supplies. In this case, the property was leased to Jane before the invasion and had been occupied by the foreign army since July 19, 1643. Jane had not paid rent for three years afterward. The court found in 1647 that the occupation was not a valid reason to not pay rent. Rather, the contract between the parties created a duty that obligated Jane to pay rent. If they wanted to negate rent in the event of a foreign invasion, the parties should have included it in the contract.
The plaintiff in Taylor cited Paradine for the rule that “when the party, by his own contract, creates a duty or charge upon himself, he is bound to make it good...because he [could] have provided against it by his contract.” It was argued that, following the decision in Paradine, if the parties wished for a fire to nullify the contract, a provision to that effect should have been contained in the contract. The court rejected this argument by distinguishing Paradine. It was found that the contract in Taylor was for a different purpose than the contract at issue in Paradine. Additionally, the court found that the use of the phrase “God’s will permitting” in the contract in Taylor allowed the avoidance by impracticability rule to take effect.
Early Report
Modern Report
Justinian’s Digest XLV 1.33 (530–533 C.E.)
Citation(s): Justinian's Digest, 45.1.33
The cited discussion states that, if after a promise to deliver an item is made the item no longer exists (such as by death or unforeseen destruction of the item), the promisor is not liable. The Digest exerted an enormous influence on continental European law and legal education from the time of its rediscovery in the eleventh century. Book 45, section 1, cited above, deals with the law of verbal obligations. The cited discussion states that if after a promise to deliver an item is made the item no longer exists (such as by death or unforeseen destruction of the item), the promisor is not liable. The Taylor court specified that Justinian’s examples applied this concept to enslaved people, as they were often traded and sold as commodities in Rome. The court clarified that although the legal concept of impracticability is more obviously implied in cases of living beings like people or animals, it has been adopted in law to be applied to other cases.
The court in Taylor relied on the Digest to demonstrate that the rule of impracticability is rooted in long-standing historical precedent. The Taylor court acknowledged that Roman sources do not hold authoritative power in English courts but still provided long-standing historical precedents to support the grounding of the rule implied in English law.