A force majeure clause is a provision in a contract that excuses a party from performing some or all of its obligations when extraordinary events outside of their control occur. These events can make performance impossible, illegal, or commercially impracticable.
In this guide, we explain how force majeure clauses work, common events they cover, what to look for in your contracts, and practical steps to take if a disruptive event occurs.
Important Disclaimer
This article is for general information only and is not legal advice. Force majeure disputes are highly fact- and jurisdiction-specific. If you are facing a potential breach or disruption, seek advice from a qualified lawyer in your jurisdiction. Do not rely on TermsEx to make legal decisions or to determine your rights and obligations.
What Does “Force Majeure” Mean?
Literally translated as “superior force,” force majeure refers to events that are unforeseeable and beyond the control of the parties. When properly drafted and invoked, the clause can temporarily suspend, delay, or sometimes excuse performance obligations.
Typical Events Listed
- Natural disasters: earthquakes, floods, hurricanes, wildfires
- Public health events: epidemics, pandemics, government-imposed quarantines
- Government actions: embargoes, changes in law, export controls
- War and civil unrest: war, terrorism, riots
- Infrastructure failures: power outages, significant supply-chain disruptions
Some clauses include a catch-all phrase like “any other events beyond the parties’ reasonable control,” but courts may interpret these narrowly depending on the governing law.
How Force Majeure Clauses Operate
- Triggering event: An event listed (or reasonably encompassed) occurs.
- Causation: The event prevents, delays, or makes performance impracticable—not merely inconvenient or more expensive.
- Notice: The affected party usually must notify the other party within a specified time and provide details.
- Mitigation: The party must take reasonable steps to reduce the impact and resume performance as soon as practicable.
- Consequences: Performance may be suspended, deadlines extended, or in some cases the contract may allow termination after a prolonged force majeure period.
Key Clauses to Review in Your Contract
- Defined events: Exactly which events are named? Is there a catch‑all?
- Notice requirements: What must the notice include and by when?
- Mitigation duties: What steps must be taken to reduce the impact?
- Time limits: How long can performance be suspended before termination rights arise?
- Exclusions: Are labor shortages, financial hardship, or supplier failure expressly excluded?
- Interaction with other terms: Check termination, liquidated damages, penalties, and service‑level commitments.
- Governing law and venue: Legal interpretation can vary significantly by jurisdiction.
Practical Steps if an Event Occurs
- Document the event and its direct impact on your ability to perform.
- Review the exact contract wording, including any notice and timing obligations.
- Send timely notice with required details and updates as circumstances change.
- Act to mitigate and keep records of efforts to resume performance.
- Consult a qualified lawyer to assess your rights, risks, and negotiation options.
What Force Majeure Usually Does Not Cover
Many clauses—and courts—do not treat increased cost, loss of profitability, or foreseeable supply issues as force majeure. If alternate performance is possible, even if more expensive, relief may be denied.
Bottom Line
Force majeure clauses can provide important protection during extraordinary events, but outcomes depend on the specific wording of your contract and the law that governs it. Because the stakes can be high, seek independent legal advice before making decisions about performance, non‑performance, or termination. Use TermsEx for general learning only—do not rely on it for legal decision‑making.