1.Whether the agreement by the parties was a valid contract
2. Whether the music hall owners liable for the breach of the contract
Caldwell & Bishop owned Surrey Gardens & Music Hall, and agreed to rent it out to Taylor & Lewis for $100 a day. Taylor had planned to use the Music hall for four concerts and day evening fetes on Monday June17, Monday July 15, Monday August 5, and monday August 19, 1861. They were going yo provide a variety of extravagant entertainments including a singing performance by Sims Reeves, A thirty five to forty- piece military and quadrille band, al fresco entertainments, minstrels, fireworks and full illuminations, a ballet o divertissement, a wizard and Grecian statues, tight rope performances, rifle galleries, air gun shooting, Chinese and Parisian games, boats on the lake, and aquatic sports.
According to the contract the parties had signed, the defendants were to provide most od the British performers. Taylor & lewis agreed to pay one hundred pounds sterling in the evening of the day of each concert by a crossed cheque, and also to find and provide, at their own cost, all the necessary artistes for the concerts, including Mr. Sims Reeves. Then, on June 11, 1861, a week before the first concert was to be given, the music hall burned to the ground. The plaintiffs sued the music hall owners for breach of contract for failing to rent the music hall. there was no clause within the contract itself which allocated the risk to the underlying facilities, except for the phrase "God's will permitting" at the end of the contract.
Judge Blackburn began his opinion by stating that the agreement between the parties was a contract, sedpite their use of the term "lease". Under the common law of property in England at the time, under a lease the lessee would obtain legal possession of the premises during the lease period, while the contract at issue in this case specified that legal possession would remain with the defents.
Blackburn reasoned that the rule of absolute liability only applied to positive, definite contract, not to those in which there was an express or implied condition underlying the contact. Black further reasoned that the continued existence of the music Hall in surrey Gardens was an implied condition essential for the fulfillment of the contract. The destruction of the music hall was the fault of neither party, and rendered the performance of thr contract by either party impossible. Blackburn cited the civil code of France the Roman law for the proposition that when the existence of a particular thing is essential to a contract , and the thing is destroyed by no fault of the party selling it, the parties are freed from obligation to deliver the thing. He further analogized to a situation in which a contract requring personal perfomace is made, and the party to perform dies, the party's executors are not held liable under English common law. Blackburn thus held that both parties were excued from their obligations under their contract.