UCC 2-615 excuses a seller where performance became impracticable through a contingency whose non-occurrence was a basic assumption. The party must not have assumed the risk, and partial allocation among customers may be required.
Increased cost alone rarely suffices.
Alternative Names:
Impracticability|UCC 2-615 Excuse
Why it Matters?
Cost increases must be extreme and unforeseeable, and courts have rejected excuse for increases of several hundred percent where market volatility was foreseeable in the industry. Fixed-price contracts in volatile commodity markets are understood as risk allocation rather than as agreements subject to later adjustment. Force majeure clauses covering the event displace the doctrine and control instead.
Frequently Confused with
Related terms
Frequently asked questions
Do cost increases excuse performance?
How are fixed-price contracts treated?
