Master California Supreme Court recognizes impracticability where performance would require excessive and unreasonable expense, excusing a buyer from taking submerged gravel. with this comprehensive case brief.
Mineral Park Land Co. v. Howard is a classic contracts case that broadened the common law of impossibility by squarely embracing impracticability. The California Supreme Court held that performance can be deemed “impossible in legal contemplation” not only when it is physically impossible, but also when it can be accomplished only at excessive and unreasonable cost. By doing so, the court moved beyond the rigid early doctrine of impossibility and recognized that extreme expense can fundamentally alter the nature of the promised performance.
The case is frequently taught to illustrate several doctrinal building blocks: the difference between mere hardship and true impracticability, the role of risk allocation and contract interpretation, and the idea of partial impracticability—excusing only the portion that has become impracticable. Mineral Park influenced later formulations in the Restatement (Second) of Contracts and informs modern force majeure and commercial impracticability analysis under both common law and the UCC.
172 Cal. 289, 156 P. 458 (Cal. 1916)
Defendants Howard, contractors building a public bridge, entered into a contract with plaintiff Mineral Park Land Co. to obtain the earth and gravel they required from plaintiff’s land at an agreed price per cubic yard. The agreement contemplated that the defendants would take the gravel and earth needed for their bridge work from the plaintiff’s property. Defendants proceeded to remove a substantial quantity of material that was reasonably accessible above the water line. However, a significant remainder of the needed material was located below the water level in the riverbed portion of plaintiff’s land. To remove this submerged gravel would have required extraordinary means—such as constructing cofferdams, dredging, and pumping—and the evidence showed it would have cost on the order of ten to twelve times the agreed unit price. Confronted with this condition, defendants declined to extract the underwater gravel and instead sourced additional material elsewhere at a lower cost. Plaintiff sued for breach, claiming defendants were obligated to take all required gravel from plaintiff’s land and seeking damages for the quantity not taken. The trial court awarded plaintiff the contract price for the material actually taken but denied damages for defendants’ refusal to take the submerged portion. Plaintiff appealed.
Does the doctrine of impossibility/impracticability excuse a party from a contractual obligation to take all required gravel from a particular site when a substantial portion can be obtained only by incurring excessive and unreasonable expense due to its being underwater?
Performance is excused when it is impossible in legal contemplation, which includes impracticability—i.e., when performance can be accomplished only at an excessive and unreasonable cost not within the parties’ contemplation and not allocated by the contract to the performing party. A duty may be discharged in whole or in part to the extent performance is impracticable, but mere increased difficulty or expense is insufficient. Where the contract, fairly construed, contemplates ordinary means of performance, the promisor is not required to undertake extraordinary measures at exorbitant cost absent express assumption of that risk.
Yes. The defendants were excused from taking the gravel that lay underwater because doing so would have required extraordinary measures and excessive, unreasonable expense; the contract did not obligate them to undertake such performance. They remained liable only for the agreed price of the gravel actually taken. The judgment awarding the price for materials taken and denying additional damages was affirmed.
The court began by construing the contract in light of the subject matter and the parties’ evident expectations. The agreement to take needed gravel from plaintiff’s land reasonably referred to material accessible by ordinary means; nothing in the contract suggested that defendants assumed the risk of extracting submerged material by extraordinary and costly methods. The trial court found, and the record supported, that the remaining gravel lay below the river’s water level and could be obtained only at a cost ten to twelve times the contract price. Against this backdrop, the court articulated a broader concept of impossibility: “A thing is impossible in legal contemplation when it is not practicable; and a thing is impracticable when it can only be done at an excessive and unreasonable cost.” Because the underwater condition would transform the performance into something qualitatively different—requiring specialized works and extreme expense—the law would not compel such performance absent an express allocation of that risk. The court emphasized that mere cost increases do not excuse performance; the increase must be so extreme as to render the undertaking impracticable in a legal sense. Here, the enormous disparity between the agreed unit price and the cost of extraction, plus the need for extraordinary measures, demonstrated impracticability. The court also treated the impracticability as partial. Defendants were bound by, and had performed, the obligation to take the accessible portion; they owed the contract price for what they received. But they were not liable for failing to obtain the submerged remainder. This partial discharge aligned with the equitable nature of the doctrine, which tailors relief to the extent of the impracticability rather than voiding the entire agreement. Because the contract did not allocate the risk of underwater extraction to defendants and because the costs were excessively disproportionate, the court affirmed the judgment limiting plaintiff’s recovery to the material actually taken.
Mineral Park is a leading case expanding the impossibility doctrine to cover impracticability based on excessive and unreasonable expense. It is heavily cited for the proposition that extreme cost can amount to legal impossibility and for recognizing partial impracticability—excusing only the portion affected. The decision anticipates and informs Restatement (Second) of Contracts § 261’s impracticability doctrine and aligns with the policy underlying UCC § 2-615 (commercial impracticability). For law students, it illustrates how courts distinguish mere hardship from true impracticability, how contract interpretation and risk allocation shape outcomes, and how equitable tailoring can limit relief to the impracticable portion of a promise.
No. Mineral Park requires an increase so extreme that performance would entail excessive and unreasonable expense compared to what the parties contemplated. Ordinary cost overruns, market fluctuations, or even substantial but manageable increases do not suffice. In Mineral Park, extracting the remaining gravel would have cost roughly ten to twelve times the contract price and required extraordinary construction methods—far beyond ordinary hardship.
By interpreting the contract in context. The promise to take needed gravel from plaintiff’s land was read to mean gravel available by ordinary means. There was no language allocating the risk of underwater extraction or requiring extraordinary methods like cofferdams and dredging. In the absence of express risk allocation, the court inferred the parties did not contemplate shifting the burden of extraordinary, exorbitant extraction to the defendants.
Partial impracticability excuses the promisor from the portion of performance that has become impracticable while enforcing the remainder. In Mineral Park, defendants were excused from taking the submerged gravel because extraction would be excessively costly, but they remained liable to pay for the accessible gravel they actually took. The remedy was tailored to the impracticable portion rather than voiding the entire contract.
Not by itself. Foreseeability informs whether the risk was allocated to a party or within the parties’ contemplation, but it is not dispositive. Even if a condition might be foreseeable in a broad sense, courts look to the contract’s terms, the nature of performance, and whether the cost increase is so extreme as to render the performance legally impracticable. Mineral Park emphasized allocation and the qualitative shift to extraordinary means, not mere foreseeability.
Mineral Park’s principle—that excessive and unreasonable expense can constitute legal impracticability—foreshadows Restatement (Second) § 261, which discharges duties when an unforeseen event makes performance impracticable absent risk allocation. UCC § 2-615 similarly excuses sellers for commercial impracticability due to unforeseen contingencies. While Mineral Park involved a buyer’s duty to source gravel, courts and commentators analogize its reasoning to modern doctrines governing both goods and services.
Yes. Express clauses allocating site conditions risk, requiring removal of all material regardless of water conditions, mandating specific extraction methods, or providing price-adjustment mechanisms could shift the risk and potentially defeat an impracticability defense. Conversely, a force majeure or changed-conditions clause could codify an impracticability excuse and guide remedies (e.g., price escalation or termination).
Mineral Park Land Co. v. Howard established that impracticability based on excessive and unreasonable expense can excuse performance, at least to the portion of performance affected. By reading the parties’ agreement in light of ordinary methods contemplated, the court refused to impose an extraordinary and qualitatively different performance absent clear risk allocation.
For students and practitioners, the case stands as a cornerstone in understanding how courts calibrate obligations when unforeseen conditions render performance radically more burdensome. It underscores the importance of drafting for risk, distinguishing ordinary hardship from true impracticability, and tailoring remedies to the impracticable portion rather than reflexively enforcing or invalidating the entire contract.