To navigate the choppy waters of contract negotiations, it helps to understand the lexicon of lawyers. Here are some simple explanations of legal terms related to meeting and event cancellations.

DISCHARGE — If a party to a contract is discharged (released from obligation) for reasons of impossibility of performance, impracticability of performance, or frustration of purpose, the party is not liable for breach of contract.

FORCE MAJEURE An act or occurrence that cannot be reasonably anticipated or controlled can make it illegal, impracticable, or impossible to perform contractual obligations. Force majeure events include acts of God, war, governmental regulation or advisory, terrorism, disaster, strikes by third parties, civil disorder, or curtailment of transportation facilities.

FRUSTRATION OF PURPOSE — When a party's purpose in entering into the contract is destroyed by supervening events, most courts will discharge that party from performing.

IMPOSSIBILITY OF PERFORMANCE — If a court concludes that performance of a contract has been rendered impossible by events that occurred after the contract was made, the court will generally discharge both parties.

IMPRACTICABILITY OF PERFORMANCE — A party's obligations in a contract may be discharged if performance is made impracticable by some extreme or unreasonable event(s) that could not reasonably be expected to have been contemplated by the parties at the time they made the contract.

RISK ALLOCATION — The parties are always free to agree in the contract that certain contingencies will or will not allow one or both of them to terminate their performance obligations. The courts will enforce these understandings.




Martha Collins is an Austin, Texas-based freelance writer/editor who covers meetings and conventions. She has edited three meeting-industry textbooks.