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Impracticability of Performance

Learn about rules excusing the seller’s performance in rare instances when some unforeseeable contingency renders the seller’s performance extremely and unreasonably difficult, expensive, or harmful.

Transcript

Under Article 2, a party may be totally or partially excused from performance. If a party’s performance is excused, any resulting non-performance or delay won’t result in a breach of contract.

In this lesson, we’ll discuss excuse due to impracticability of performance.

I. Section 2-615

Article 2 excuses a seller’s nondelivery or late delivery if the seller’s performance has been made impracticable by either the occurrence of a contingency or good-faith compliance with a governmental regulation.

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Lessons

1. Welcome to Sales
  • Welcome to Sales
2. Introduction to UCC Article 2
  • Scope of Article 2: Transactions in Goods
  • Distinguishing Goods and Services Contracts
  • Key Terms in Article 2
3. Contract Formation and Modification
  • Contract Formation and Modification
  • Battle of the Forms
  • The Statute of Frauds
  • The Parol Evidence Rule
4. Contract Interpretation
  • Article 2 Gap-Fillers
  • Risk of Loss
  • Additional Interpretive Devices
5. Performance
  • The Perfect-Tender Rule and the Right to Cure
  • Inspection and Acceptance
  • Rejection and Revocation
6. Breach, Repudiation, and Excuse
  • Anticipatory Repudiation
  • Adequate Assurance
  • Impracticability of Performance
7. UCC Article 2 Warranties
  • Express Warranties
  • Implied Warranty of Merchantability
  • Implied Warranty of Fitness
  • Excluding and Modifying Warranties
8. Remedies
  • Seller's Remedies
  • Seller's Alternative Remedies
  • Buyer's Remedies for Nondelivery
  • Buyer's Remedies for Accepted Goods
  • Buyer's Incidental and Consequential Damages