Defenses

A condition is an [..1..] or a state of the world that either triggers a contract party's duty to perform or [..2..] it off

event, cuts

If the conditions fail, the parties are […]

discharged

The discharge can be raised as a [..1..] if one party seeks to [..2..] the contract against the other

defense, enforce

Words indicating a condition include: if, only if, provided that, so long as, subject to, and […]

UNLESS

A defense arises when an unanticipated or extraordinary event makes performance of a contractual duty […]

impossible

Impossible means [..1..] on Earth can fulfill the […2..]

no one, duty

Performance can be made impossible by the [..1..] or [..2..] of a person who is objectively necessary to carry out the contract

death, incapacity

[..1..] of the subject matter of the contract can make performance […2..]

Destruction, impossible

If a contract is to REMODEL an existing house and the house is destroyed, the contract is […]

discharged

If a contract is to BUILD A NEW HOUSE and the nearly completed house is destroyed, the contract is [..1..] because it is still possible to [..2..] a new house

not discharged, build

If both parties anticipated a [..1..] for goods and that source is destroyed, impossibility is a […2..]

specific source, defense

If the contract does not specify a source for goods and the seller's intended source is destroyed, impossibility is [..1..] if the seller can obtain [..2..]

not a defense, replacement goods

In sales contracts and under the laws of many states, a defense can be raised if performance is merely […]

impracticable

Impracticable means the party has encountered [..1..] and [..2..] difficulty in performing under the contract

extreme, unreasonable

If performance becomes impracticable and the party has not assumed the risk of the difficulty arising, the contract will be […]

discharged

Events that can rise to the level of impracticability include a [..1..] of raw materials or other difficulty in fulfilling the contract due to war, embargo, catastrophic crop failure, or a shutdown of a [..2..]

shortage, major supplier

Mere increases in costs are [..1..] sufficient to establish [..2..]

rarely, impracticability

A party may be held to have assumed the risk of certain difficulties if those difficulties are known possibilities in the field UNLESS those conditions are [..1..] in the [..2..]

unheard of, area

Frustration of purpose is a [..1..] when—although performance is possible—an unforeseen event that occurred after the contract was made means performance will [..2..] the result one party sought

defense, not achieve

The defense of frustration of purpose can be used only if [..1..] knew the [..2..] purpose for the contract

both parties, frustrated party's

Illegality is a [..1..] to enforcement of a [..2..]

defense, contract

An agreement to achieve an illegal purpose is [..1..] and [..2..]

unenforceable, not a contract

If the purpose of a valid contract becomes illegal after the contract is made, the subsequent illegality [..1..] the contract at that point, and the parties are [..2..] from any further duties

voids, discharged

The defense of modification is an argument that the parties have [..1..] the [..2..] that was due

changed, performance

Parties are free to modify contracts after they [..1..] them

make

If a contract as modified falls within the [..1..], the modification usually must be evidenced by a [..2..] that includes the key terms

statute of frauds, signed writing

A contract to build a house is usually [..1..] the [..2..]

not within, statute of frauds

Generally, mutual assent and [..1..] are needed to make a modification [..2..]

consideration, enforceable

If parties agree to vary what is due on both sides of the contract, there is [..1..] for the [..2..]

consideration, modification

Some courts enforce a modification if it is [..1..] and [..2..] in view of circumstances that were not anticipated when the contract was made

fair, equitable

Contracts for the sale of goods can be modified without [..1..] so long as the parties agree, and the modification was sought in [..2..]

consideration, good faith