It follows from the foregoing that any breach does not entitle the injured party to treat the contract as having been performed. It must be shown that the breach affected a substantial part of the contract and that it is a breach of the condition rather than a breach of warranty. The parties may contract to work to the personal satisfaction of a party. Andy tells Anne, a potential client, that he will cut her hair better than his usual hairdresser, and that if she is not satisfied, she will not have to pay him. Andy cuts his hair, but Anne frowns and says, “I don`t like it.” Suppose Andy`s work is excellent. Whether Anne should pay depends on the standard for assessing whether it should be used – a standard of objective or subjective satisfaction. The objective standard is one that would satisfy the reasonable buyer. Most courts apply this standard when the contract involves the performance of a mechanical control or the sale of a machine whose performance is objectively measurable. Thus, even if the debtor requires a service to his “personal satisfaction”, the courts will find that the service provided or the goods manufactured are indeed satisfactory to the debtor.
If, on the other hand, the goods or services contracted are a personal judgment and taste, the obligation to pay is fulfilled if the debtor has a personal (subjective) dissatisfaction. It is not necessary that there is a reason at all, but it must be for a good reason, not just to avoid payment. This attitude is understandable. People who depend on the continuation of relationships for their economic survival will refuse to respond to any change in plan through a lawsuit. The legal consequences of most of these cancellations are a withdrawal agreement. According to Article 2-720 of the UCC, the use of a word such as “deletion” or “withdrawal” does not in itself constitute a waiver of the right to bring an action for breach of a provision that occurred before the withdrawal. If the parties wish to be fully released from all the obligations due, they must explicitly state this. However, facts continue to speak louder than words, and in law can also be misdeeds. Legal rights arising from contracts may be lost by either party if they fail to act; by renouncing their claims, they can influence the withdrawal. If a government promulgates a rule after the conclusion of a contract and the rule prohibits performance or renders it unenforceable, the debtor`s obligation is fulfilled. A debtor is not obliged to break the law and risk the consequences.
Financier Bank engages World Mortgage Company to sell certain secured credit instruments. The German government prohibits such sales as a result of a banking reform measure. The contract is fulfilled. If the Supreme Court subsequently declared the ban unconstitutional, the obligation of World Mortgage (or the Financial Bank to buy for sale) would not be reinstated. Impracticality refers to performance, not to the party that pronounces it. Only if the meaning or function is impracticable is the debtor relieved. The difference is between “the thing can`t be done” and “I can`t do it”. The first refers to what is objectively impracticable, and the second to what is subjectively impracticable.
The fact that a duty is subjectively impracticable does not excuse it if the circumstances which made the duty more difficult are not exceptional […].