Force Majeure, Impossibility, and Frustration of Purpose in California Contracts

Last updated: November 2026

Force majeure, impossibility, and frustration of purpose are three different excuses for not performing a California contract. Force majeure is whatever the clause in your contract says it is. Impossibility and impracticability are supplied by statute and common law when performance is prevented by operation of law or an irresistible, superhuman cause. Frustration of purpose applies when performance is still possible but the reason for the deal has been destroyed. Kolmogorov Law, P.C. handles these disputes for businesses in Orange County, Los Angeles, and across California.

Call (909) 235-6116 or contact us online to discuss a contract your business can no longer perform, or a counterparty who claims it cannot.

Force majeure in California: the clause usually controls

A force majeure clause is a contract term. It lists events (fire, flood, war, strikes, government orders, sometimes pandemics or supplier failure) and says what happens when one occurs: performance is suspended, deadlines extend, or either side may terminate after a set period.

Courts read these clauses the way they read any other term. If the event is listed, the clause applies. If it is not listed and the catch-all language does not reach it, you fall back on the narrower statutory and common law excuses described below.

The clause also sets the procedure. Most require written notice within a stated number of days and ongoing efforts to resume performance. Miss the notice and many clauses say the excuse is lost. Our guide to business contracts explains why these terms get negotiated so hard.

What California law excuses without a clause

The Civil Code excuses nonperformance, or delay, in three situations, and only to the extent the cause operates. The first is when performance is prevented or delayed by the act of the other party or by operation of law. The second is when it is prevented or delayed by an irresistible, superhuman cause or by the act of public enemies, unless the parties expressly agreed otherwise. The third is when the other party induced you not to perform. (Civ. Code, § 1511.)

Two features of that statute matter in practice. The operation-of-law excuse applies even if the contract says it does not, though the contract may require reasonable written notice of an intent to claim an extension. (Civ. Code, § 1511, para. 1.) The superhuman-cause excuse, by contrast, can be contracted away. (Civ. Code, § 1511, para. 2.) A clause that allocates the risk of a flood to the seller means the seller bears it.

Separately, a contract whose single object is wholly impossible is void. (Civ. Code, §§ 1596, 1598.) That rule deals with impossibility at formation, which is rarer than impossibility that arises later.

Impossibility, impracticability, and the sale of goods

Courts in California treat impossibility as including extreme impracticability: performance that can be done only at an excessive and unreasonable cost. The bar is high. A price increase, a lost supplier, or a bad quarter is not enough, because those are the ordinary risks of a fixed-price contract.

Contracts for the sale of goods have their own rule. A seller's delay or nondelivery is not a breach if performance as agreed has been made impracticable by a contingency whose nonoccurrence was a basic assumption of the contract, or by good-faith compliance with a government regulation or order. (Com. Code, § 2615, subd. (a).) The seller must allocate remaining capacity among customers in a fair and reasonable manner, and must notify the buyer seasonably of the delay and of any allocation. (Com. Code, § 2615, subds. (b), (c).) A seller that goes quiet and ships to its best customers first loses the excuse.

Frustration of purpose is a different question

Impossibility asks whether you can perform. Frustration asks whether performance still makes sense.

The doctrine applies when an event neither party anticipated destroys the value of the counter-performance, so that one side would be paying for something now worthless to it. The classic example is renting space for a specific event that is then cancelled by forces outside either party's control.

California courts apply this doctrine sparingly. The frustration must be nearly total, the event must have been unforeseeable, and the risk must not have been allocated by the contract. A lease that still has value for other uses is not frustrated. Our commercial lease disputes guide covers how landlords and tenants fight over this.

How these disputes come up for business owners

A manufacturer with a fixed-price supply agreement sees its input costs double after a tariff change. It wants out. Unless the clause lists tariffs or government action, the manufacturer is usually still bound.

A contractor misses a completion deadline because a county permit office closed for two months. Operation of law prevented performance. The delay is likely excused for those two months, provided the contractor gave any notice the contract required. (Civ. Code, § 1511, para. 1.)

A buyer prepaid for exclusive use of a venue for a product launch that a public order then prohibited. Performance by the venue is possible but useless to the buyer. That is the frustration case.

Notice is the common thread. The party claiming the excuse is in a far better position if it wrote to the other side promptly and proposed a path forward. Silence reads as breach.

What the excuse gets you, and what it does not

An excuse suspends or ends the duty to perform. It does not give you damages, and it does not automatically undo payments already made. If the contract has become wholly impossible, the parties may need to unwind it; our page on rescission of a contract explains how restitution works. If the excuse is partial or temporary, the obligation resumes when the cause ends. (Civ. Code, § 1511.)

A party that treats a temporary excuse as a permanent termination can itself end up in breach, and a party that suffers a loss still has to take reasonable steps to mitigate its damages.

We represent both the party invoking the excuse and the party resisting it. The work is the same in either direction: read the clause, build the timeline, and document the notice and the efforts to resume. Cases that do not settle are heard in the Orange County Superior Court's Central Justice Center in Santa Ana or the Los Angeles Superior Court's Stanley Mosk Courthouse, or in the Central District of California where federal jurisdiction exists. Our breach of contract practice page describes the broader practice, and our defenses page covers the defenses that often travel with this one.

What to bring to the first meeting

Bring the contract, every notice sent or received about the event, and the dates the event began and ended. Add records of what it cost to work around it, and any correspondence in which the other side acknowledged the problem or demanded performance anyway.

Frequently asked questions

What counts as force majeure in California?

Whatever the contract says. California has no general statutory definition of force majeure for business contracts; the clause defines the covered events, the notice required, and the consequences. If the contract has no clause, or the event is not covered, the fallback is the narrower statutory excuse for performance prevented by operation of law or an irresistible, superhuman cause. (Civ. Code, § 1511.)

Is a price increase or supply shortage an excuse for not performing?

Usually not. Increased cost, even a large one, is a risk the parties are presumed to have accepted in a fixed-price deal. For goods, a seller is excused only when a contingency whose nonoccurrence was a basic assumption of the contract makes performance impracticable, and even then it must allocate fairly and give notice. (Com. Code, § 2615.)

What is the difference between impossibility and frustration of purpose?

Impossibility means you cannot perform, or can only perform at an excessive and unreasonable cost. Frustration means you can perform, but an unforeseen event has destroyed the reason for the contract, so the other side's performance has become worthless to you. Both are applied narrowly, and both fail if the contract allocated the risk to the party claiming the excuse.

Do I have to give notice to claim force majeure?

Almost always. Most clauses require written notice within a set period, and some make notice a condition of the excuse. Even the statutory excuse allows the contract to require reasonable written notice of an intent to claim an extension. (Civ. Code, § 1511, para. 1.) Send the notice early, describe the event, and keep the other side updated.

Can the other party terminate the contract if I invoke force majeure?

Depending on the clause, yes. Many clauses allow either party to terminate if the event continues beyond a stated period, often 30 to 90 days. Without such a term, a temporary excuse generally suspends performance rather than ending the contract. Read the clause before assuming the deal is over.

Talk to a California breach of contract attorney

If your business cannot perform a contract, or a counterparty is claiming it cannot, call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is located at 327 Magnet, Irvine, CA 92618, and represents businesses in Orange County, Los Angeles, and throughout California.

This page provides general information about California law and is not legal advice. Outcomes depend on the contract, the facts, and the court.