Taylor v. Caldwell – Case Brief

Taylor v. Caldwell, King’s Bench, 3 B. & S. 826, 122 Eng. Rep. 309 (1863).

Facts: Caldwell (D) contracted to permit Taylor (P) the use of the Musical Hall at Newington. Caldwell was to retain possession of the hall and Taylor merely had the use of it for four days to present four concerts in exchange for 100 pounds per day. The contract stated that the Hall must be fit for a concert but there was no express stipulation regarding disasters.

The Hall was destroyed by fire before the first concert was to be held and neither party was at fault. The concerts could not be performed at any other location and Taylor sued for breach and sought reimbursement for costs in preparing for the concerts.

Issue: May contract performance be excused for impossibility of performance if performance depends on the continued existence of a person or thing, and that person or thing ceases to exist?

Holding and Rule (Blackburn): Yes. If contract performance depends on the continued existence of a person or thing, and that person or thing ceases to exist, performance may be excused for impossibility of performance.

If the nature of the contract is such that the parties must have known at the time of contracting that it could not be fulfilled unless some specified thing continued to exist, it is not a positive contract, and there is an implied condition that the parties will be excused from performance if that thing ceases to exist without fault of the parties. However, if a party gives an express or implied warranty that that thing will continue to exist, that party is liable for breach if it ceases to exist.

When there is a positive contract to do a thing the contractor must perform it or pay damages, although in consequence of unforeseen accidents, the performance of his contract has become unexpectedly burdensome or even impossible. But this rule is only applicable when the contract is positive and absolute and not subject to any condition either express or implied.

Regarding contracts for the services of a specific person, the executors are not liable if that person dies, even though the contract by its terms will have been broken.

Disposition: Judgment for D.

Notes: This is an example of objective impossibility; it is impossible for either party to perform. If the parties in such an arrangement do not allocate the risk at the time of contract the court will let the loss lie where it falls. In this example Taylor suffered the loss of resources invested in preparing for the concerts, and Caldwell suffered the loss of the destroyed hall. This rule only applies if neither party is at fault in the destruction of the person or thing.

See also Paradine v. Jane.

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