Force Majeure Clauses: What They Mean and Why They Matter
Simple Definition
Force majeure (French for "superior force") is a contract clause that excuses one or both parties from performing their obligations when extraordinary events beyond their control make performance impossible or impractical.
How It Works in Practice
Suppose you have a contract to supply goods by a specific date. A major hurricane destroys the shipping route, making delivery impossible. If your contract has a force majeure clause that covers natural disasters, you may be excused from the delivery deadline without being considered in breach of contract.
The COVID-19 pandemic brought force majeure clauses into the spotlight, as businesses worldwide invoked them to excuse non-performance due to lockdowns and supply chain disruptions.
Where You'll See It
Force majeure clauses are common in:
- Supply and distribution agreements
- Construction contracts
- Commercial leases
- Event contracts
- International trade agreements
- Service agreements
What to Watch For
- Narrow event lists — Some clauses only cover specific events (war, earthquake). If the list doesn't include pandemics, government action, or supply chain disruption, you may not be covered when you need it most
- No catch-all language — Look for phrases like "including but not limited to" or "other events beyond the reasonable control of the parties" to ensure coverage isn't limited to named events only
- Notice requirements — Many clauses require you to notify the other party within a specific timeframe. Missing this deadline could void your right to invoke the clause
Example Clause
"Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: acts of God, natural disasters, pandemic, epidemic, government orders, war, terrorism, strikes, or supply chain disruption."
When to Consult a Lawyer
Consider legal advice if you need to invoke a force majeure clause, if the clause in your contract seems unusually narrow, or if the other party is invoking force majeure and you believe the claim isn't justified.
This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.