Revolting Developments
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Date
2012
Authors
Wirtz, Richard S.
Journal Title
Journal ISSN
Volume Title
Publisher
University of Oregon School of Law
Abstract
Impracticability and frustration of purpose are important
exceptions to the principle that contracts must be performed, come
what may. At common law, the general rule is that the promisor bears
the risk that a contract may become more burdensome or less
desirable to her as a result of changes in circumstances for which she
did not plan. But when an extraordinary circumstance renders a
promised performance so different from what was to be expected that
it changes the essential nature of that performance, the courts hold
that justice requires a departure from the general rule.
The law of impracticability and frustration, as it has evolved under
section 2-615 of the Uniform Commercial Code (UCC), and section
261 of the Restatement (Second) of Contracts (Second Restatement),
is more confusing than it should be and frequently and unnecessarily
fails to achieve its purpose. Some easily implemented changes to the
rules will render outcomes in these cases more predictable and more
just.
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Keywords
Citation
91Or. L. Rev. 325 (2012)