## Facts

- Concert promoters contracted with the owners of Surrey Gardens & Music Hall to use the hall and gardens on four specified dates in 1861 for concerts and fetes at £100 per day.
- The agreement contemplated performances and entertainments requiring the specific venue, including a large band, a featured singer, fireworks, and other attractions.
- Before the first event date, the music hall was accidentally destroyed by fire.
- The fire occurred without fault of either party and made it impossible to hold the events at the agreed venue.
- The promoters sued for breach of contract seeking losses incurred in advertising and preparation.

## Issues

1. Whether the owners breached the contract by failing to provide the music hall after it was destroyed by an accidental fire without fault of either party.
2. Whether the contract contained an implied condition that performance depended on the continued existence of the specific hall, so its destruction discharged both parties.

## Decision

- The court held that the contract was subject to an implied condition that the music hall would continue to exist for the performance dates.
- Because the hall was destroyed without either party’s fault, performance became impossible and the contract was discharged.
- The owners’ nonperformance was not a breach, and the promoters could not recover damages for their preparatory expenditures.

## Legal Principles

- When performance depends on the continued existence of a specific person or thing, the law may imply a condition excusing performance if that person or thing perishes without the promisor’s default.
- The strict rule that an absolute contractual promise must be performed or damages paid despite unforeseen impossibility applies only where the contract is truly unconditional as to such supervening destruction.
- Accidental destruction of essential, identified subject matter can discharge contractual duties, allocating loss where neither party assumed the risk of the subject matter’s nonexistence.

## Conclusion

The court treated the continued existence of the specific music hall as a basic assumption of the agreement and, because an accidental fire made performance impossible without either party’s fault, discharged the contract and barred recovery for nonperformance.


Taylor v. Caldwell, (1863) 3 B. & S. 826 (Q.B.)