Stees v. Leonard
20 Minn. 494 (1874)
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Rule of Law:
A party who enters into an express contract to perform an act is not excused from performance due to unforeseen difficulties or hardships, such as a latent defect in the soil, unless performance is rendered impossible by an act of God, the law, or the other party. The contractor bears the risk of such unexpected impediments unless they provide otherwise in the contract.
Facts:
- Plaintiffs, owners of a lot in St. Paul, entered into a contract with Defendants for the erection and completion of a building on that lot.
- The contract included specifications which called for 'footings' as the foundation.
- Defendants began construction, but the building collapsed before completion because the soil was discovered to be soft, porous, and unable to sustain the structure's weight.
- Defendants began to rebuild the structure, but it collapsed a second time for the same reason related to the unstable soil.
- The underlying soil defect was latent and not apparent until excavation began.
- The building could not be successfully erected on the site without significant extra work not mentioned in the specifications, such as draining the land or creating much stronger foundations.
Procedural Posture:
- Plaintiffs sued Defendants in a Minnesota trial court for breach of contract.
- At trial, the court excluded evidence offered by Defendants regarding an alleged subsequent parol promise by Plaintiffs to drain the land.
- The trial court found in favor of the Plaintiffs.
- Defendants appealed the trial court's order to this appellate court.
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Issue:
Does a contractor's absolute promise to erect and complete a building excuse non-performance when the building collapses due to a latent defect in the soil, such as its soft and miry condition?
Opinions:
Majority - Young, J.
No. A contractor's absolute promise to erect and complete a building is not excused by unforeseen difficulties like a latent soil defect. The court reasoned that when a party binds themselves by a positive, express contract to do an act that is in itself possible, they must perform unless prevented by an act of God, the law, or the other party. Unforeseen hardship or difficulty short of absolute impossibility does not excuse performance. The contractor assumes the risk of such impediments and should have provided for such contingencies in the contract. The law's role is to enforce the contract as written, and the court cited numerous precedents, including School Trustees vs. Bennett, where contractors were held liable for building failures due to tornadoes and soil defects. The defendants' contractual duty to 'erect and complete the building' implicitly included any necessary preliminary work, such as draining the land or installing stronger foundations, to make completion possible.
Analysis:
This case is a classic illustration of the traditional common law doctrine of absolute contractual liability, reinforcing the principle of pacta sunt servanda (agreements must be kept). It establishes that the risk of unforeseen site conditions falls on the contractor unless explicitly allocated to the owner in the contract. This decision incentivizes builders to conduct thorough site investigations and to draft contracts with specific contingency clauses for unexpected conditions. While modern contract law has developed doctrines like mutual mistake and commercial impracticability to soften this rigid rule, this case remains a foundational precedent for the principle that a contract's express terms will be strictly enforced, even in the face of significant, unexpected hardship.
