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Buying & Selling a Business

What happens if a condition in the agreement is impossible to actually satisfy?

TSL Written by the Treadstone Law team· Updated August 2026

It depends on why the condition became impossible and what the agreement says about that scenario. If a condition simply can't be met through no fault of either party — a required regulatory approval process gets suspended, for example — many well-drafted agreements address this directly with an "outside date" or a mechanism for extending the timeline, rather than leaving the parties to guess whether the deal is simply dead.

If a condition becomes impossible because one party's own conduct caused it — deliberately or through neglect — the other party may be able to treat that condition as satisfied anyway, on the basis that a party shouldn't be able to rely on a failure it caused itself, though this depends on the specific facts and how the agreement is worded. Where the agreement is simply silent on what happens to an impossible condition, the outcome becomes genuinely uncertain and may turn on general contract principles about frustration or fundamental breach, which is a much weaker position for both sides than having addressed it directly in the drafting.

Building in a clear outside date and an allocation of responsibility for conditions that become impossible is exactly the kind of forward-looking drafting a Treadstone business lawyer should build into your agreement from the start.

Key takeaways

  • What happens to an impossible condition depends heavily on why it became impossible and what the agreement says.
  • Many agreements address this with an outside date or an extension mechanism.
  • A condition made impossible by one party's own conduct may be treated as satisfied against that party.
  • Silence on this point leaves genuine uncertainty under general contract principles instead.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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