Legal Question in Business Law in Minnesota


A pays B to perform some task.

Before B can complete performance,

A takes actions which make Bís performance of the contract,

more difficult or improbable and maybe even impossible.

B has spent his pay attempting to perform.

Is this still a valid contract ?

Does B have to repay A ?

What legal principles are involved here ?

Asked on 2/21/09, 10:16 pm

2 Answers from Attorneys

David Anderson Anderson Business Law LLC
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Re: Contarcts

There are a number of theories, which may apply, although without getting a full explanation of factual elements, cannot be provided.

Generally, it is a breach of contract to interfere with performance. It may also be a violation of the MN Implied covenant of fair dealing contained in every (non-employment) contract.

Call or email for more comprehensive legal advice.

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Answered on 2/22/09, 7:01 am
Daniel Reiff Reiff Law Office
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Re: Contarcts

A valid contract requires A or B to make an offer, the other side to accepts, and both sides give up something of value. Typically, both sides make promises, but a contract can also be created if one side pays money in exchange for the other side's promise to perform. All that said, there are some theories that would void the contract. There are not enough facts here to determine if there is something that would make this contract invalid.

Assuming this is a valid contract, there are a number of issues with A making it impossible for B to perform. This is a pretty fact-intensive analysis, and the answer, in large part, will depend on the decision-maker, meaning the judge or arbitrator.

In short, I know this answer does not give a direct answer. I don't think a direct answer is possible in this situation. Many more facts are needed, and the answer will likely ultimately depend on the judge.

NOTE: No attorney-client relationship is intended by this answer. An attorney-client relationship is not intended unless and until a retainer agreement is signed.

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Answered on 2/22/09, 10:17 am

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