Taylor v. Caldwell
Citation: Queen’s Bench, England, 3 B. & S. 826, 122 Eng. Rep. 309 (1863)
Facts
Caldwell agreed to let Taylor use the Surrey Gardens and Music Hall for a series of concerts on specified dates. Before the first concert, the music hall was destroyed by fire through no fault of either party. Taylor had spent money in preparation for the concerts and sued Caldwell for breach of contract when the hall could not be provided.
Issue
Whether a party is excused from performing a contract when, after formation, a supervening event not caused by either party destroys the subject matter of the contract, making performance objectively impossible.
Holding
Justice Blackburn held that Caldwell was excused from performance. The continued existence of the music hall was an implied condition of the contract, and when it burned down through no fault of either party, both parties were discharged from their obligations.
Rule
When performance of a contract becomes objectively impossible due to the destruction of a thing necessary for performance — and the contract implicitly assumed the continued existence of that thing — both parties are excused from performance. This applies where destruction results from causes beyond either party’s control.
Significance
The foundational case for the common law doctrine of impossibility (supervening impossibility), establishing that destruction of a necessary subject matter can excuse performance. It laid the groundwork for the modern doctrines of impracticability and frustration of purpose, and is codified in UCC § 2-615 and Restatement (Second) § 261.