41Contracts

Anticipatory Repudiation, Excuse & Discharge

This week covers when contractual duties may be excused or discharged after formation: anticipatory repudiation, impossibility/impracticability, frustration of purpose, accord and satisfaction, novation, and rescission. These doctrines address what happens when circumstances change fundamentally after the contract is made.

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Learning Objectives

Analyze anticipatory repudiation and the non-breaching party's options
Apply impossibility, impracticability (UCC 2-615), and frustration of purpose
Distinguish discharge by agreement (accord/satisfaction, novation, rescission) from excuse by operation of law
Identify when risk allocation in the contract precludes excuse defenses

Key Rules

Anticipatory repudiation: Clear, unequivocal communication of unwillingness or inability to perform BEFORE performance is due. Must be definite — expressions of doubt or requests for modification are NOT repudiation.
Impossibility: Performance is objectively impossible (subject matter destroyed, law makes performance illegal, essential person dies/incapacitated). Must be objectively impossible, not merely more difficult.
Frustration of purpose: Principal purpose of the contract is substantially frustrated by a supervening event not foreseeable at formation and not the fault of the party seeking discharge. The contract can still be performed — but there's no point.
UCC 2-615 Impracticability: Performance made impracticable by occurrence of contingency, non-occurrence of which was a basic assumption of the contract. Excuses seller's performance.

Anticipatory Repudiation, Excuse & Discharge

Overview

Key Concepts

This lesson covers the essential rules, analytical frameworks, and practice applications for Anticipatory Repudiation, Excuse & Discharge. Each section builds on prior weeks' doctrine and develops skills tested on the California Baby Bar (FYLSX).

Analytical Framework

Apply structured IRAC analysis to every issue: 1. Issue: Identify the legal question raised by the facts 2. Rule: State the governing principle with element breakdown 3. Application: Match specific facts to each element 4. Conclusion: Predict the outcome based on your analysis

Connection to Prior Material

This week builds on and connects to material from previous weeks in Contracts. Review prior lessons to identify recurring themes, evolving doctrines, and cumulative analytical skills.

Baby Bar Connection

Contracts is one of three Baby Bar subjects. This topic is regularly tested through essay and MBE-style questions requiring systematic analysis.

Cases to Know

Key cases for Anticipatory Repudiation, Excuse & Discharge — ask SofAI to provide detailed case briefs and holdings relevant to this week's material

Baby Bar Relevance

Contracts is one of three Baby Bar subjects. This topic is regularly tested through essay and MBE-style questions requiring systematic analysis.

Week 40 Back to Dashboard Week 42

Anticipatory Repudiation, Excuse & Discharge

Learning Objectives

Analyze anticipatory repudiation and the non-breaching party's options

Apply impossibility, impracticability (UCC 2-615), and frustration of purpose

Distinguish discharge by agreement (accord/satisfaction, novation, rescission) from excuse by operation of law

Identify when risk allocation in the contract precludes excuse defenses

Key Rules

Anticipatory repudiation: Clear, unequivocal communication of unwillingness or inability to perform BEFORE performance is due. Must be definite — expressions of doubt or requests for modification are NOT repudiation.

Impossibility: Performance is objectively impossible (subject matter destroyed, law makes performance illegal, essential person dies/incapacitated). Must be objectively impossible, not merely more difficult.

Frustration of purpose: Principal purpose of the contract is substantially frustrated by a supervening event not foreseeable at formation and not the fault of the party seeking discharge. The contract can still be performed — but there's no point.

UCC 2-615 Impracticability: Performance made impracticable by occurrence of contingency, non-occurrence of which was a basic assumption of the contract. Excuses seller's performance.

Overview