What is a force majeure clause?
A force majeure clause excuses performance when an extraordinary event, such as a natural disaster or pandemic, makes performance impossible or impractical.
A force majeure clause excuses performance when extraordinary events beyond control occur.
Where the word "Force Majeure" comes from
Force majeure is French for superior force, a concept borrowed from civil law that entered commercial contracts to allocate the risk of unforeseeable events. It extends the common-law doctrine of impossibility by letting the parties define which events excuse performance.
Why Force Majeure matters
It determines who bears the loss when a hurricane, strike, epidemic, or new law disrupts a deal. A well-drafted clause lists the covered events and the consequences, saving both sides from litigating whether the disruption is an excuse.
Common confusion about Force Majeure
Force majeure does not excuse performance just because a contract becomes less profitable. Courts enforce the clause's specific language, so an event that is not listed, or a mere price increase, generally does not trigger relief, and the burden of proving the event caused the failure is on the party seeking excuse.
A real-world example of Force Majeure
A concert promoter's contract has a force majeure clause covering government orders. When a public-health order cancels the event, the promoter can invoke the clause to postpone or cancel without breaching, but the contract must actually list such orders.
A worked example of Force Majeure
A supplier agrees to ship goods from a region hit by a flood, and the contract's force majeure clause covers floods. The supplier can suspend delivery without liability, but must notify the buyer and resume when feasible. If the same supplier simply lost a cheaper source and prices rose, the clause would not help, because the event was not listed and the failure was economic, not physical, which is exactly the line courts draw.
How Force Majeure works in practice
When drafting, list the events that matter to your business, including natural disasters, government actions, and supply chain interruptions, and state what happens, whether suspension, extension, or termination. When relying on the clause, give prompt notice and document the event's effect. When negotiating, push back on clauses that excuse performance for any reason, because broad language can let the other side walk away from a deal that merely became inconvenient.
Questions about Force Majeure
What events count?
Usually natural disasters, war, and sometimes pandemics, as defined.
Does it excuse payment?
Only if the clause says so; many still require payment.
Must I prove the event?
Yes — and show it truly prevented performance.
Is a pandemic always covered?
Only if the clause expressly includes it.