Karl Wendt Farm Equipment Co. v. International Harvester Co.
United States Court of Appeals for the Sixth Circuit
931 F.2d 1112 (1991)
Karl Wendt Farm Equipment Co. (Wendt) (plaintiff) held a dealer-franchise agreement with International Harvester Co. (International) (defendant) that allowed termination only for cause and let International adjust its product lines, among similar agreements nationwide. A severe farming-industry downturn pushed International toward bankruptcy, losing it nearly $2 million a day under its dealer network, so International sold off part of the company, breaching its agreement with Wendt in the process. Wendt sued, and International raised impracticability and frustration-of-purpose defenses, also arguing the contract's product-line provision functioned as an implied termination clause justifying the breach. The impracticability defense went to the jury, which found for International; Wendt's motion for judgment notwithstanding the verdict was denied, and Wendt appealed while International cross-appealed.
Whether a market downturn can serve as the basis for an impracticability defense in a breach-of-contract action.