Taylor v. Caldwell vs. Krell v. Henry
A side-by-side comparison of two landmark contracts cases
Taylor v. Caldwell
3 B. & S. 826, 122 Eng. Rep. 309 (1863) (1863)
Holding
The court held that both parties were excused from further performance because the continued existence of the music hall was an implied condition of the contract. When the hall was destroyed without fault of either party, the condition failed, and both parties were discharged from their obligations. The plaintiff could not recover his preparatory expenses.
Doctrine Established
Impossibility of Performance
Krell v. Henry
[1903] 2 K.B. 740 (Court of Appeal) (1903)
Holding
The court held that Henry was excused from paying because the coronation procession was the foundation of the contract, and its cancellation frustrated the entire purpose of the agreement. Although the flat still existed and could have been occupied, the principal purpose that both parties contemplated when forming the contract had been destroyed. The court applied the principle from Taylor v. Caldwell, extending it from destruction of the subject matter to destruction of the purpose.
Doctrine Established
Frustration of Purpose
Comparison Analysis
Taylor v. Caldwell (1863) and Krell v. Henry (1903) are the foundational English cases establishing the doctrines of impossibility and frustration of purpose, respectively. Taylor held that when a music hall was destroyed by fire before the date of a scheduled concert, the contract was discharged because its performance had become impossible through no fault of either party. The implied condition that the hall would continue to exist failed, excusing both parties from their obligations. Krell extended this reasoning to situations where performance remains physically possible but the entire purpose of the contract has been frustrated by an unforeseen event -- specifically, the cancellation of King Edward VII's coronation procession, which eliminated the reason the defendant had rented an apartment overlooking the parade route.
The analytical distinction between impossibility (Taylor) and frustration of purpose (Krell) is critical. Impossibility arises when performance itself cannot be rendered -- the music hall no longer exists, the goods have been destroyed, the service cannot physically be performed. Frustration of purpose arises when performance can still occur but the reason for entering the contract has been destroyed by an unforeseen supervening event. The apartment in Krell still existed and could have been occupied; the renter simply had no reason to use it once the coronation was cancelled.
Both doctrines operate as risk-allocation mechanisms. When a contract is silent about which party bears the risk of a particular supervening event, the court must determine whether to excuse performance or hold the disadvantaged party to its bargain. The key question in both cases is whether the risk of the event was foreseeable and implicitly assumed by one party. Modern American law under UCC Section 2-615 and Restatement (Second) Section 261 codifies these principles but continues to rely on the analytical framework established by Taylor and Krell.
Similarities
- Both excuse contractual performance due to unforeseen supervening events that undermine the basis of the contract
- Both rely on the theory of implied conditions -- that parties contract on the assumption that certain fundamental circumstances will continue to exist
- Both are leading English cases that have been adopted and followed in American contract law
- Both address the problem of risk allocation when the contract is silent about who bears the risk of an unforeseen contingency
- Both resulted in discharge of the contract, excusing the non-performing party from liability for breach
Differences
- Taylor involves impossibility (the subject matter of the contract was physically destroyed), while Krell involves frustration of purpose (performance was possible but pointless)
- In Taylor, neither party could perform because the venue no longer existed; in Krell, the landlord could still provide the apartment but the tenant had no use for it
- Taylor is easier to apply because destruction of subject matter is a clear-cut basis for discharge, while Krell requires a more nuanced inquiry into whether the frustrated purpose was the principal purpose of the contract
- Krell has been applied more narrowly than Taylor because courts are cautious about excusing performance merely because a contract has become less valuable or desirable
Why This Comparison Matters
Impossibility and frustration of purpose appear on virtually every Contracts exam. The critical analytical move is identifying whether the issue is impossibility (performance cannot occur), impracticability (performance can occur but at unreasonable cost), or frustration (performance can occur but the purpose has been destroyed). Taylor governs the first category, Krell the third. A common exam pattern involves an event that partially frustrates the contract's purpose, testing whether the frustration is sufficiently total and whether the purpose was the 'principal purpose' of the contract.
More Contracts Comparisons
Hadley v. Baxendale vs. Hawkins v. McGee
Hadley v. Baxendale (1854) and Hawkins v. McGee (1929) are both foundational cases on contract damages, but they address different aspects of the remedies framework. Hadley established the foreseeability limitation on consequential damages, holding that a breaching party is liable only for damages that were reasonably foreseeable at the time of contract formation -- either arising naturally from the breach or within the contemplation of both parties due to special circumstances communicated at formation. Hawkins v. McGee ('the hairy hand case') established the expectation damages measure, holding that the proper remedy for breach puts the plaintiff in the position they would have occupied had the contract been performed.
Lucy v. Zehmer vs. Raffles v. Wichelhaus
Lucy v. Zehmer (1954) and Raffles v. Wichelhaus (1864) are both seminal cases on mutual assent and the role of subjective intent in contract formation, but they reach opposite conclusions about when a valid contract exists. Lucy held that a contract existed for the sale of a farm even though the seller claimed he was joking, because the objective manifestations of intent -- signing a written agreement, discussing terms over an extended period, involving the seller's wife -- indicated a serious transaction. Raffles held that no contract existed for the sale of cotton to arrive on the ship 'Peerless' because there were two ships named Peerless and each party had a different ship in mind, creating a latent ambiguity that prevented mutual assent.
Hamer v. Sidway vs. Mills v. Wyman
Hamer v. Sidway (1891) and Mills v. Wyman (1825) both involve promises made in recognition of some prior or existing relationship, but they reach different conclusions about whether the promises are supported by sufficient consideration. Hamer held that an uncle's promise to pay his nephew $5,000 if the nephew refrained from drinking, smoking, and gambling until age 21 was supported by consideration, because the nephew's forbearance from legal activities constituted a legal detriment. Mills held that a father's promise to pay a Good Samaritan who had cared for his sick adult son was not enforceable because the care had already been rendered before the promise was made -- past consideration is not consideration.
Williams v. Walker-Thomas Furniture Co. vs. ProCD, Inc. v. Zeidenberg
Williams v. Walker-Thomas Furniture (1965) and ProCD v. Zeidenberg (1996) both address the enforceability of contract terms in consumer transactions where one party has significantly less bargaining power, but they reach contrasting conclusions that reflect different judicial attitudes toward standard-form contracts. Williams held that a cross-collateral clause in a furniture installment contract was potentially unconscionable because of the gross inequality of bargaining power, the buyer's lack of meaningful choice, and the unreasonably favorable terms to the seller. ProCD held that 'shrinkwrap' license terms inside a software box were enforceable even though the buyer could not review them before purchase, reasoning that such layered contracting is a reasonable commercial practice.