Force Majeure Clause Explained

Quick Answer

Force majeure is French for "superior force." In a contract, it means: if something extraordinary happens outside your control that prevents you from doing what you agreed to do, you may be excused from that obligation without being in breach.

Common events that trigger force majeure include:

• natural disasters, floods, earthquakes, hurricanes
• wars, government actions, or trade embargoes
• pandemics and public health emergencies
• strikes and labor disruptions
• critical infrastructure failures

What force majeure does not typically cover:

• economic downturns or financial hardship
• supply chain problems that were foreseeable
• events that make performance harder but not impossible
• problems caused by your own actions or inactions

If you want a fast read on whether the force majeure clause in your contract is standard or one-sided, AI contract review can flag the key issues quickly.

Quick Decision Guide

The clause deserves closer attention if:

• the list of covered events is very narrow and excludes obvious scenarios for your industry
• the standard requires complete impossibility rather than commercial impracticability
• the notice requirement is very short and the clock starts running immediately on the triggering event
• the clause is entirely one-sided, letting only one party invoke it
• there is no guidance on what happens to payments or obligations already in progress when the clause fires

You are in a better position when:

• covered events are described with a reasonable mix of specific examples and a general catch-all category
• the standard recognizes commercial impracticability, not just absolute impossibility
• notice timelines are practical
• the clause addresses what happens to payment already received or work already completed
• both sides have equal rights to invoke it

What Force Majeure Covers

Events typically included

Most force majeure clauses list specific categories of events:

• acts of God (natural disasters)
• acts of government or regulatory changes
• war, terrorism, or civil unrest
• pandemics or public health declarations
• fire, explosion, or industrial accident
• labor strikes or lockouts

Many clauses also include a general catch-all phrase like "other events beyond the reasonable control of the affected party." That language matters because it may include events not explicitly listed.

Events typically excluded

Force majeure is not a general escape hatch for when a deal becomes expensive or inconvenient.

Courts and arbitrators typically refuse to apply force majeure when:

• the event was foreseeable at signing and the risk should have been priced in
• performance is merely more expensive or difficult, not impossible
• the problem came from the party's own failure to plan or manage risk
• the event falls into a category specifically excluded in the contract

The Impossibility vs. Impracticability Question

Different contracts set different thresholds for what must be true before force majeure applies.

Some clauses require that performance be impossible. Others require that it be impractical or create material hardship beyond what was reasonably foreseeable.

Impossibility is a high bar. True impossibility is rare. A contract that requires it may be harder to invoke even in genuine emergencies.

Impracticability is a somewhat lower standard, but it still typically requires showing that the event fundamentally changed the nature of performance, not merely that it raised costs or caused delay.

Check which standard your contract uses. That one word can determine whether the clause actually applies when you need it.

What Happens When Force Majeure Fires

When a party successfully invokes force majeure, the typical consequences are:

1. Performance suspension: the obligation is paused, not cancelled, for the duration of the event
2. Notice obligation: the affected party must notify the other side promptly, often within a defined number of days
3. Mitigation duty: the affected party must take reasonable steps to reduce the impact of the event
4. Extended duration: if the event persists, some contracts allow either party to terminate without penalty after a defined period

The clause does not automatically cancel the contract or eliminate payment obligations for work already completed. You typically still owe for what was delivered before the force majeure event occurred.

Notice Requirements

Most force majeure clauses require the affected party to give written notice to the other side within a defined period, often 5 to 15 days after the triggering event.

Missing the notice deadline can void the protection, even if the underlying event genuinely qualifies.

Before invoking force majeure, check:

• how many days you have after the event to provide notice
• what form the notice must take (written, email, certified mail)
• to whom the notice must be sent
• what information must be included in the notice

Quick Contract Review Checklist

Before signing a contract with a force majeure clause:

• What events are listed as covered?
• Is there a catch-all for events not specifically listed?
• Does the clause require impossibility or commercial impracticability?
• How many days do you have to give notice after a triggering event?
• What happens to payment during a force majeure period?
• Can either party terminate if the event continues for a defined period?
• Is the clause mutual, or can only one side invoke it?
• Are any events specifically excluded?

The glossary has definitions for "force majeure," "commercial impracticability," "frustration of purpose," and related contract law concepts.

Why Force Majeure Matters Beyond Pandemics

After 2020, most people became more aware of force majeure clauses. But they matter in many other contexts:

• Construction and real estate: supply chain disruptions, material shortages, or extreme weather events
• Entertainment and events: venue closures, government restrictions, performer unavailability
• International trade: export controls, sanctions, border closures
• Technology and software: critical infrastructure failures, cyberattacks on essential systems
• Logistics and shipping: port closures, carrier failures, regulatory embargoes

In any contract where delivery timing is critical, force majeure language is worth reviewing before it becomes relevant.

FAQ

Does force majeure cancel the contract?

Not automatically. It typically suspends the affected obligation. The contract usually specifies what happens if the event persists, which may include a right to terminate after a certain period.

Can economic downturns trigger force majeure?

Generally no. Market changes, rising costs, or reduced demand are typically foreseeable business risks and do not qualify. Force majeure is designed for extraordinary events, not difficult economic conditions.

What if there is no force majeure clause in the contract?

You may still have some protection under common law doctrines like impossibility, impracticability, or frustration of purpose, but those are narrower and harder to invoke than a well-drafted contractual clause. If a contract lacks a force majeure clause, it is worth noting before signing.

Can I add a force majeure clause if the draft does not include one?

Yes. If the other side will not accept one at all, that is worth knowing before you sign, especially in industries or regions where disruptions are more likely.

Does force majeure cover cyberattacks?

It depends on the contract language. Some newer agreements explicitly include cyberattacks or system failures. Others do not. If your business depends on critical technology, check whether cyber events are covered.

The Bottom Line

Force majeure clauses exist for real emergencies. Whether they work when you need them depends almost entirely on the language: what events are listed, what standard must be met, how quickly you must give notice, and what the consequences are while the clause is active.

The best time to understand the clause is before you sign, not during a crisis.

If you want to review what the force majeure clause in your contract actually says and how it compares to typical terms, start with AI contract review, browse use cases to see how these clauses come up across different agreement types, and review related guidance like the contract red flags checklist.