Taylor v. Caldwell
Encyclopedia
Taylor v Caldwell 3 B & S 826; 122 ER 309; [1863] EWHC QB J1 is a landmark English
contract law case, with an opinion delivered by Justice Blackburn which established the doctrine of common law
impossibility
.
, and agreed to rent it out to Taylor & Lewis for £100
a day. Taylor had planned to use the music hall
for four concerts and day and evening fetes on Monday 17 June, Monday 15 July, Monday 5 August, and Monday 19 August 1861. They were going to provide a variety of extravagant entertainments including a singing performance by Sims Reeves
, a thirty-five to forty-piece military and quadrille band, al fresco entertainments, minstrels, fireworks and full illuminations, a ballet or divertissement, a wizard and Grecian statues, tight rope performances, rifle galleries, air gun shooting, Chinese and Parisian games, boats on the lake, and aquatic sports.
According to the contract the parties had signed, the defendants were to provide most of the British
performers. Taylor & Lewis agreed to pay one hundred pounds sterling in the evening of the day of each concert by a crossed cheque, and also to find and provide, at their own cost, all the necessary artistes for the concerts, including Mr. Sims Reeves. Then, on 11 June 1861, a week before the first concert was to be given, the music hall burned to the ground. The plaintiffs sued
the music hall owners for breach of contract for failing to rent the music hall. There was no clause within the contract itself which allocated the risk to the underlying facilities, except for the phrase “God
’s will permitting” at the end of the contract.
”. Under the common law of property in England at the time, under a lease the lessee would obtain legal possession of the premises during the lease period, while the contract at issue in this case specified that legal possession would remain with the defendants.
Blackburn J reasoned that the rule of absolute liability
only applied to positive, definite contracts, not to those in which there was an express or implied condition underlying the contract. Blackburn J further reasoned that the continued existence of the Music Hall in Surrey Gardens was an implied condition essential for the fulfillment of the contract. The destruction of the music hall was the fault of neither party, and rendered the performance of the contract by either party impossible. Blackburn J cited the civil code
of France
and the Roman law
for the proposition that when the existence of a particular thing is essential to a contract, and the thing is destroyed by no fault of the party selling it, the parties are freed from obligation to deliver the thing. He further analogized to a situation in which a contract requiring personal performance is made, and the party to perform dies, the party’s executor
s are not held liable under English common law
. Blackburn J thus held that both parties were excused from their obligations under their contract.
.
England
England is a country that is part of the United Kingdom. It shares land borders with Scotland to the north and Wales to the west; the Irish Sea is to the north west, the Celtic Sea to the south west, with the North Sea to the east and the English Channel to the south separating it from continental...
contract law case, with an opinion delivered by Justice Blackburn which established the doctrine of common law
Common law
Common law is law developed by judges through decisions of courts and similar tribunals rather than through legislative statutes or executive branch action...
impossibility
Impossibility
In contract law, impossibility is an excuse for the nonperformance of duties under a contract, based on a change in circumstances , the nonoccurrence of which was an underlying assumption of the contract, that makes performance of the contract literally impossible...
.
Facts
Caldwell & Bishop owned Surrey Gardens & Music HallRoyal Surrey Gardens
Royal Surrey Gardens were pleasure gardens in Kennington, London in the Victorian period, slightly east of The Oval. The gardens occupied about to the east side of Kennington Road, including a lake of about . It was the site of Surrey Zoological Gardens and Surrey Music Hall.The gardens were the...
, and agreed to rent it out to Taylor & Lewis for £100
Pound sterling
The pound sterling , commonly called the pound, is the official currency of the United Kingdom, its Crown Dependencies and the British Overseas Territories of South Georgia and the South Sandwich Islands, British Antarctic Territory and Tristan da Cunha. It is subdivided into 100 pence...
a day. Taylor had planned to use the music hall
Music hall
Music Hall is a type of British theatrical entertainment which was popular between 1850 and 1960. The term can refer to:# A particular form of variety entertainment involving a mixture of popular song, comedy and speciality acts...
for four concerts and day and evening fetes on Monday 17 June, Monday 15 July, Monday 5 August, and Monday 19 August 1861. They were going to provide a variety of extravagant entertainments including a singing performance by Sims Reeves
Sims Reeves
John Sims Reeves , usually called simply Sims Reeves, was the foremost English operatic, oratorio and ballad tenor vocalist of the mid-Victorian era....
, a thirty-five to forty-piece military and quadrille band, al fresco entertainments, minstrels, fireworks and full illuminations, a ballet or divertissement, a wizard and Grecian statues, tight rope performances, rifle galleries, air gun shooting, Chinese and Parisian games, boats on the lake, and aquatic sports.
According to the contract the parties had signed, the defendants were to provide most of the British
British people
The British are citizens of the United Kingdom, of the Isle of Man, any of the Channel Islands, or of any of the British overseas territories, and their descendants...
performers. Taylor & Lewis agreed to pay one hundred pounds sterling in the evening of the day of each concert by a crossed cheque, and also to find and provide, at their own cost, all the necessary artistes for the concerts, including Mr. Sims Reeves. Then, on 11 June 1861, a week before the first concert was to be given, the music hall burned to the ground. The plaintiffs sued
Lawsuit
A lawsuit or "suit in law" is a civil action brought in a court of law in which a plaintiff, a party who claims to have incurred loss as a result of a defendant's actions, demands a legal or equitable remedy. The defendant is required to respond to the plaintiff's complaint...
the music hall owners for breach of contract for failing to rent the music hall. There was no clause within the contract itself which allocated the risk to the underlying facilities, except for the phrase “God
God
God is the English name given to a singular being in theistic and deistic religions who is either the sole deity in monotheism, or a single deity in polytheism....
’s will permitting” at the end of the contract.
Judgment
Judge Blackburn began his opinion by stating that the agreement between the parties was a contract, despite their use of the term “leaseLeasing
Leasing is a process by which a firm can obtain the use of a certain fixed assets for which it must pay a series of contractual, periodic, tax deductible payments....
”. Under the common law of property in England at the time, under a lease the lessee would obtain legal possession of the premises during the lease period, while the contract at issue in this case specified that legal possession would remain with the defendants.
Blackburn J reasoned that the rule of absolute liability
Legal liability
Legal liability is the legal bound obligation to pay debts.* In law a person is said to be legally liable when they are financially and legally responsible for something. Legal liability concerns both civil law and criminal law. See Strict liability. Under English law, with the passing of the Theft...
only applied to positive, definite contracts, not to those in which there was an express or implied condition underlying the contract. Blackburn J further reasoned that the continued existence of the Music Hall in Surrey Gardens was an implied condition essential for the fulfillment of the contract. The destruction of the music hall was the fault of neither party, and rendered the performance of the contract by either party impossible. Blackburn J cited the civil code
Civil code
A civil code is a systematic collection of laws designed to comprehensively deal with the core areas of private law. A jurisdiction that has a civil code generally also has a code of civil procedure...
of France
France
The French Republic , The French Republic , The French Republic , (commonly known as France , is a unitary semi-presidential republic in Western Europe with several overseas territories and islands located on other continents and in the Indian, Pacific, and Atlantic oceans. Metropolitan France...
and the Roman law
Roman law
Roman law is the legal system of ancient Rome, and the legal developments which occurred before the 7th century AD — when the Roman–Byzantine state adopted Greek as the language of government. The development of Roman law comprises more than a thousand years of jurisprudence — from the Twelve...
for the proposition that when the existence of a particular thing is essential to a contract, and the thing is destroyed by no fault of the party selling it, the parties are freed from obligation to deliver the thing. He further analogized to a situation in which a contract requiring personal performance is made, and the party to perform dies, the party’s executor
Executor
An executor, in the broadest sense, is one who carries something out .-Overview:...
s are not held liable under English common law
Common law
Common law is law developed by judges through decisions of courts and similar tribunals rather than through legislative statutes or executive branch action...
. Blackburn J thus held that both parties were excused from their obligations under their contract.
Importance
Until this case, parties in a contract were held to be absolutely bound and a failure to perform was not excused by radically changed circumstances. Instead, the contract was breached and gave rise to a claim for damages. This ruling, though quite narrow, opened the door for the modern doctrine of contract avoidance by impracticabilityImpracticability
The doctrine of impracticability in the common law of contracts excuses performance of a duty, where that duty has become unfeasibly difficult or expensive for the party who was to perform....
.
External links
- Full text of decision from BAILII: