Many couples and venues are having to postpone or even cancel wedding plans because of the effects of the novel Coronavirus on travel, events, and socialization. The starting point for determining your rights would be to look to the contract’s language, which may contain a force majeure or “act of god” clause. Such a clause may explicitly excuse the performance of a wedding venue or vendor, or excuse the bride and groom from the payment terms of the contract. The precise language of the force majeure clause is most important, as it may be read to unambiguously include or exclude events such as COVID-19. Moreover, there have been legislative efforts to enact laws that would mandate the application of any force majeure clause to apply to the pandemic. To date, state and local governments in Pennsylvania have not enacted such laws.
If the wedding-related contract in question does not include a force majeure clause, or if the clause uses vague language that may not ultimately cover the COVID-19 pandemic, Pennsylvania recognizes two common law doctrines that may be of use: frustration and impossibility.
The doctrine of impossibility applies in the event that a party’s performance was made impracticable through no fault of his own by an unforeseeable event, the non-occurrence of which was a basic assumption of both parties at the time of agreement. Performance will be excused, unless language or circumstances point otherwise. Pennsylvania’s definition of “impossibility” requires strict impracticability. As such, mere unanticipated difficulty is not likely to excuse performance.
Pennsylvania’s frustration of purpose doctrine protects excuses performance even if it is still possible so long as the event substantially frustrates a party’s principal purpose. Additional requirements are the assumption by both parties that the event would not occur and no fault on behalf of the party asserting the application. The ultimate question for frustration is whether the unforeseeable event significantly altered the circumstances of the agreement such that performance would no longer fulfil any aspect of its original purpose.
If you have concerns about how the COVID-19 will impact a wedding contract, the lawyers at Sidkoff, Pincus & Green P.C. can assist you with these matters. To schedule an initial consultation, call us at 215-574-0600 or contact us online. Located in Philadelphia, we serve clients throughout Pennsylvania and New Jersey.