frustration of purpose doctrine in New York

2025Additionally, the "narrow" doctrine of frustration of purpose does not apply where, as here, the circumstances were foreseeable by the parties and provided for under the contract ( see Warner v Kaplan , 71 AD3d 1, 6 [1st Dept 2009], lv denied 14 NY3d 706 [2010]).

2024"In order to invoke the doctrine of frustration of purpose, the frustrated purpose must be so completely the basis of the contract that, as both parties understood, without it, the transaction would have made little sense" ( Center for Specialty Care, Inc. v CSC Acquisition I, LLC , 185 AD3d 34, 42 [1st Dept 2020], quoting Warner v Kaplan , 71 AD3d 1, 6 [1st Dept 2009], lv denied 14 NY3d 706 [2010]).

2025In order to invoke the doctrine of a frustration of purpose, "the frustrated purpose must be so completely the basis of the contract that, as both parties understood, without it, the transaction would have made little sense" ( Gulf LNG Energy, LLC v Eni S.p.A. , 232 AD3d 183 , 192 [internal quotation marks omitted]; see Crown IT Servs., Inc. v Koval-Olsen , 11 AD3d 263, 265 ; Restatement [Second] of Contracts § 265).

2013Plaintiffs failed to show entitlement to the very “narrow” protections afforded by the frustration-of-purpose doctrine (Crown IT Servs., Inc. v Koval-Olsen, 11 AD3d 263, 265 [1st Dept 2004]).

2026As we have consistently held, the "narrow" doctrine of frustration of purpose does not apply where, as here, "the purpose of the contract has not been completely thwarted" ( Valentino U.S.A., Inc. v 693 Fifth Owner LLC , 203 AD3d 480, 480 [1st Dept 2022]).

2025The majority, if not all, of those cases rejected the frustration of purpose defense based on the fact that the “parties' respective duties were to pay rent in exchange for occupying the leased premises”—duties that were not substantially frustrated by the tenant’s inability to use the space as intended for a couple of months during a multi-year lease (Valentino U.S.A., Inc. v 693 Fifth Owner LLC, 203 AD3d 480 [1st Dept 2022] [“Contrary to plaintiff's contention, frustration of purpose is not implicated by temporary governmental restrictions on in-person operations, as the parties' respective

2025Frustration of Purpose “In order to invoke the doctrine of frustration of purpose, the frustrated purpose must be so completely the basis of the contract that, as both parties understood, without it, the transaction would have made little sense” (Ctr. for Specialty Care, Inc. v CSC Acquisition I, LLC, 185 AD3d 34 , 42 [1st Dept 2020]; Jack Kelly Partners LLC v Zegelstein, 140 AD3d 79, 85 [1st Dept 2016]).

2024Eni S.p.A. in making its novel argument fails to appreciate the significance of the TUA's termination for frustration of purpose ( see Center For Specialty Care, Inc. v CSC Acquisition I, LLC , 185 AD3d 34, 42 [1st Dept 2020] ["In order to invoke the doctrine of frustration of purpose, the frustrated purpose must be so completely the basis of the contract that, as both parties understood, without it, the transaction would have made little sense"]; PPF Safeguard, LLC v BCR Safeguard Holding, LLC , 85 AD3d 506, 508 [1st Dept 2011] [frustration of purpose is found where there is a change in circu

2024Eni S.p.A. in making its novel argument fails to appreciate the significance of the TUA's termination for frustration of purpose ( see Center For Specialty Care, Inc. v CSC Acquisition I, LLC , 185 AD3d 34, 42 [1st Dept 2020] ["In order to invoke the doctrine of frustration of purpose, the frustrated purpose must be so completely the basis of the contract that, as both parties understood, without it, the transaction would have made little sense"]; PPF Safeguard, LLC v BCR Safeguard Holding, LLC , 85 AD3d 506, 508 [1st Dept 2011] [frustration of purpose is found where there is a change in circu

2024Eni S.p.A. in making its novel argument fails to appreciate the significance of the TUA's termination for frustration of purpose ( see Center For Specialty Care, Inc. v CSC Acquisition I, LLC , 185 AD3d 34, 42 [1st Dept 2020] ["In order to invoke the doctrine of frustration of purpose, the frustrated purpose must be so completely the basis of the contract that, as both parties understood, without it, the transaction would have made little sense"]; PPF Safeguard, LLC v BCR Safeguard Holding, LLC , 85 AD3d 506, 508 [1st Dept 2011] [frustration of purpose is found where there is a change in circu

2025Frustration of Purpose “In order to invoke the doctrine of frustration of purpose, the frustrated purpose must be so completely the basis of the contract that, as both parties understood, without it, the transaction would have made little sense” (Ctr. for Specialty Care, Inc. v CSC Acquisition I, LLC, 185 AD3d 34 , 42 [1st Dept 2020]; Jack Kelly Partners LLC v Zegelstein, 140 AD3d 79, 85 [1st Dept 2016]).

2020"In order to invoke the doctrine of frustration of purpose, the frustrated purpose must be so completely the basis of the contract that, as both parties understood, without it, the transaction would have made little sense" ( Warner v Kaplan , 71 AD3d 1, 6 [1st Dept 2009] [internal quotation marks omitted], lv denied 14 NY3d 706 [2010]]; see Jack Kelly Partners LLC v Zegelstein , 140 AD3d 79, 85 [1st Dept 2016], lv dismissed 28 NY3d 1103 [2016]).

2024Corp. , 27 AD3d 361, 364-365 [1st Dept 2006]) and defeats the frustration of purpose defense, "as the parties' respective duties were to pay rent in exchange for occupying the leased premises" ( Valentino U.S.A., Inc. v 693 Fifth Owner LLC , 203 AD3d 480,480 [1st Dept 2022]).

2024Corp. , 27 AD3d 361, 364-365 [1st Dept 2006]) and defeats the frustration of purpose defense, "as the parties' respective duties were to pay rent in exchange for occupying the leased premises" ( Valentino U.S.A., Inc. v 693 Fifth Owner LLC , 203 AD3d 480, 480 [1st Dept 2022]).

2022LLC , 202 AD3d 1349, 1352 [3d Dept 2022]; Arons v Charpentier , 36 AD3d 636, 637 [2d Dept 2007]; see generally 407 E. 61st Garage v Savoy Fifth Ave.

2022LLC , 202 AD3d 1349, 1352 [3d Dept 2022]; Arons v Charpentier , 36 AD3d 636, 637 [2d Dept 2007]; see generally 407 E. 61st Garage v Savoy Fifth Ave.

2022LLC , 202 AD3d 1349, 1352 [3d Dept 2022]; Arons v Charpentier , 36 AD3d 636, 637 [2d Dept 2007]; see generally 407 E. 61st Garage v Savoy Fifth Ave.

2022LLC , 202 AD3d 1349, 1352 [3d Dept 2022]; Arons v Charpentier , 36 AD3d 636, 637 [2d Dept 2007]; see generally 407 E. 61st Garage v Savoy Fifth Ave.

2021The husband was not entitled to rescind the second payment of the wife's distributive award under the doctrine of frustration of purpose ( see generally PPF Safeguard, LLC v BCR Safeguard Holding, LLC , 85 AD3d 506, 508 [1st Dept 2011]). " Marital settlement agreements are judicially favored and are not to be easily set aside" ( Simkin v Blank, 19 NY3d 46, 52 [2012]).

2021The husband was not entitled to rescind the second payment of the wife's distributive award under the doctrine of frustration of purpose ( see generally PPF Safeguard, LLC v BCR Safeguard Holding, LLC , 85 AD3d 506, 508 [1st Dept 2011]). " Marital settlement agreements are judicially favored and are not to be easily set aside" ( Simkin v Blank, 19 NY3d 46, 52 [2012]).

2026"In order to invoke the doctrine of a frustration of purpose, 'the frustrated purpose must be so completely the basis of the contract that, as both parties understood, without it, the transaction would have made little sense'" ( Kay v Heavenly Events & Catering Corp. , 241 AD3d 1305 , 1308, quoting Gulf LNG Energy, LLC v Eni S.p.A. , 232 AD3d 183 , 192; see Restatement [Second] of Contracts § 265). "'[T]he law of impossibility provides that performance of a contract will be excused if such performance is rendered impossible by intervening governmental activities, but only if those activities a

2025Frustration of purpose "is not available where the event which prevented performance was foreseeable and provision could have been made for its occurrence" ( Matter of Rebell v Trask , 220 AD2d 594, 598 ). "'[T]he law of impossibility provides that performance of a contract will be excused if such performance is rendered impossible by intervening governmental activities, but only if those activities are unforeseeable'" ( RW Holdings, LLC v Mayer , 131 AD3d 1228, 1230 [internal quotation marks omitted], quoting Pleasant Hill Developers, Inc. v Foxwood Enters., LLC , 65 AD3d 1203, 1206 ).

2025Frustration of purpose "is not available where the event which prevented performance was foreseeable and provision could have been made for its occurrence" ( Matter of Rebell v Trask , 220 AD2d 594, 598 ). "'[T]he law of impossibility provides that performance of a contract will be excused if such performance is rendered impossible by intervening governmental activities, but only if those activities are unforeseeable'" ( RW Holdings, LLC v Mayer , 131 AD3d 1228, 1230 [internal quotation marks omitted], quoting Pleasant Hill Developers, Inc. v Foxwood Enters., LLC , 65 AD3d 1203, 1206 ).

2009However, “the doctrine of frustration of purpose ... is not available where the event which prevented performance was foreseeable and provision could have been made for its occurrence” (Matter of Rebell v Trask, 220 AD2d 594, 598 [1995], citing 407 E. 61st Garage, 23 NY2d at 282 ).

2022Contrary to the contention of the guarantor defendants, the temporary pandemic-related governmental restrictions imposed on BadaNara's business operations did not implicate that defense because "[t]he doctrine of frustration of purpose does not apply as a matter of law where, as here, the tenant was not completely deprived of the benefit of its bargain" ( Gap, Inc. v 170 Broadway Retail Owner, LLC , 195 AD3d 575 , 577 [1st Dept 2021] [emphasis added and internal quotation marks omitted]; see Arista Dev.

2022Here, for essentially the same reasons that we conclude that the frustration of purpose defense does not apply, we conclude that the temporary restrictions on in-person dining did not render BadaNara's performance under the lease objectively impossible. "[T]he pandemic, while continuing to be 'disruptive for many businesses,' did not render [BadaNara's] performance impossible, even if its ability to provide a [dining] experience was rendered more difficult, because the leased premises were not destroyed" ( Valentino U.S.A., Inc. , 203 AD3d at 480 ; see Gap, Inc. , 195 AD3d at 577).

2026Co. v County of Nassau , 154 AD2d 456, 459 ; see Kay v Heavenly Events & Catering Corp. , 241 AD3d at 1308). "'Impossibility excuses a party's performance only when the destruction of the subject matter of the contract or the means of performance makes performance objectively impossible '" ( Berman v TRG Waterfront Lender, LLC , 181 AD3d 783, 786 , quoting Kel Kim Corp. v Central Mkts. , 70 NY2d 900, 902 [emphasis added]).

2026Co. v County of Nassau , 154 AD2d 456, 459 ; see Kay v Heavenly Events & Catering Corp. , 241 AD3d at 1308). "'Impossibility excuses a party's performance only when the destruction of the subject matter of the contract or the means of performance makes performance objectively impossible '" ( Berman v TRG Waterfront Lender, LLC , 181 AD3d 783, 786 , quoting Kel Kim Corp. v Central Mkts. , 70 NY2d 900, 902 [emphasis added]).

2025Frustration of purpose "is not available where the event which prevented performance was foreseeable and provision could have been made for its occurrence" ( Matter of Rebell v Trask , 220 AD2d 594, 598 ). "'[T]he law of impossibility provides that performance of a contract will be excused if such performance is rendered impossible by intervening governmental activities, but only if those activities are unforeseeable'" ( RW Holdings, LLC v Mayer , 131 AD3d 1228, 1230 [internal quotation marks omitted], quoting Pleasant Hill Developers, Inc. v Foxwood Enters., LLC , 65 AD3d 1203, 1206 ).

2022LLC v Clearmind Holdings, LLC , — AD3d &mdash, &mdash, 2022 NY Slip Op 04451, *3 [4th Dept 2022]; see generally Center for Specialty Care, Inc. v CSC Acquisition I, LLC , 185 AD3d 34, 43 [1st Dept 2020]).

2022Gap, Inc. v 44-45 Broadway Leasing Co. LLC , — AD3d &mdash, &mdash, 2022 NY Slip Op 03980, *1 [1st Dept 2022]; Fives 160th, LLC , 204 AD3d at 439-440 ; Valentino U.S.A., Inc. v 693 Fifth Owner LLC , 203 AD3d 480, 480 [1st Dept 2022]; 558 Seventh Ave.

2020"In order to invoke the doctrine of frustration of purpose, the frustrated purpose must be so completely the basis of the contract that, as both parties understood, without it, the transaction would have made little sense" ( Warner v Kaplan , 71 AD3d 1, 6 [1st Dept 2009] [internal quotation marks omitted], lv denied 14 NY3d 706 [2010]]; see Jack Kelly Partners LLC v Zegelstein , 140 AD3d 79, 85 [1st Dept 2016], lv dismissed 28 NY3d 1103 [2016]).