## Facts

- A couple contracted with a banquet facility for a wedding reception for 150 guests from 6:00 p.m. to 11:00 p.m. on August 3, 2002, for a total prepaid price of $10,578.
- The contract included a force majeure clause excusing the facility from performance if prevented by an “act of God” or unforeseen event, expressly including “power failure.”
- Less than 45 minutes after the reception began, an area-wide power outage shut off normal lighting and air-conditioning, leaving only emergency lights.
- The band would not play without electricity, and the lack of lighting impaired photography and videography.
- Heat and humidity made conditions uncomfortable, and the event could not proceed as planned.
- The facility offered to reschedule; the couple declined because many guests had traveled and could not return.
- The parties disputed the extent of services provided after the outage (how long drinks were served and whether the full meal was served).
- As lighting diminished, police were called and the premises were evacuated for safety, ending the reception well before 11:00 p.m.
- The couple sued for breach of contract seeking return of the entire prepayment, contending the facility should not retain payment for unprovided services.

## Issues

1. Whether a force majeure clause excusing performance for a power failure permits the venue to retain the entire prepaid contract price when the reception is terminated shortly after it begins.
2. Whether, despite excused nonperformance, the couple is entitled to restitution of all or part of the prepayment, offset by the reasonable value of services actually provided.

## Decision

- The court held the power failure fell within the force majeure clause and excused the venue’s nonperformance, defeating liability for breach of contract.
- The court held the force majeure clause did not authorize retention of the full prepaid price when only partial performance was provided.
- The court reversed the dismissal and remanded for fact-finding to determine restitution: the prepayment minus the reasonable value of services actually rendered before termination.

## Legal Principles

- A force majeure clause may excuse nonperformance when an enumerated supervening event (including power failure) prevents performance, eliminating breach liability.
- Excused nonperformance does not, without clear contractual language, entitle the nonperforming party to keep the full contract price as a forfeiture.
- When a contract is discharged by a supervening event, restitution generally allows recovery of prepayments to the extent they exceed the value of partial performance, to prevent unjust enrichment.
- Where the extent and value of partial performance is disputed, the proper remedy is remand to determine the reasonable value of benefits conferred and to offset that amount against the prepayment.

## Conclusion

The court treated the power outage as a contractually covered force majeure event that excused the venue from completing the reception, but required restitution because the contract did not clearly shift the risk of total loss of the prepayment to the couple; on remand, the trial court was to award the prepaid amount minus the fair value of services the venue actually provided.


Facto v. Pantagis, 390 N.J. Super. 227 (App. Div. 2007)