A company named enXco Development Corporation (EnXco) (plaintiff) executed two contracts with Northern States Power Company (NSP) (defendant) to construct a wind-energy project. The parties were required to fulfill the terms of the purchase and sale agreement (PSA) before proceeding with the construction agreement. The PSA required EnXco to obtain a Certificate of Site Compatibility (CSC) by a certain date, which was called the Long-Stop date, and included an express termination clause. EnXco failed to obtain the CSC due to temporary delays caused by a severe snowstorm, a government-hearing location error, and state-law notice requirements, despite having 29 months to do so. In response to a declaratory-judgment action that NSP filed for termination of the contracts, EnXco filed suit in federal district court against NSP for breach of contract, seeking declaratory relief and damages. The district court granted NSP’s motion for summary judgment. EnXco did not relinquish, and NSP did not receive, any assets or real property from termination of the contracts. EnXco appealed, arguing that the doctrines of impracticability and disproportionate forfeiture prevented the district court from strictly enforcing the condition precedent requiring EnXco to obtain the CSC.