As an attorney who routinely drafts and analyzes business contracts and a bride during the COVID-19 pandemic, I knew that there were several contractual aspects I would need to consider when entering into countless contracts with the vast array of people and vendors involved in planning a wedding, especially during a global pandemic.
While it appears that the initial “panic” of the COVID-19 pandemic has gradually decreased and many 2020 weddings have been rescheduled, the health concerns with regard to mass gatherings are still very much present and will not be going away any time soon. Whether you’re in the beginning stages of planning like myself, or attempting to navigate the contracts you entered into months ago, below are some considerations and legal concepts you may find helpful.
Impracticability + Frustration of Purpose
Regardless of whether your contract includes a force majeure clause or not, general contract principles will still apply. The doctrine of impracticability refers to an unforeseeable event or incident that could not have been anticipated which makes performance under the contract unreasonable and difficult. North Carolina courts apply this doctrine in cases where a party’s performance is rendered practically impossible by law and thus the party is unable to fulfill its obligations under the contract. This defense could apply in a situation in which an event or wedding was to originally be held during a government closure order due to COVID-19.
The frustration of purpose doctrine refers to when the unforeseeable event or incident undercuts the prime purpose of the contract and may be applied even if a party’s performance isn’t necessarily impossible. An example in the event context would be your catering contract during a government order limiting mass gatherings – obviously, the order frustrates the purpose of your catering contract and thus the defense may excuse your performance.
It’s important to note that these defenses will usually not apply where the event is reasonably foreseeable.