Force Majeure
Unforeseeable circumstances that prevent fulfilling contractual obligations.
Definition
Force majeure (French for "superior force") is a contract clause that excuses parties from performance when extraordinary events beyond their control make fulfillment impossible. Traditionally this includes natural disasters, war, and government actions; modern clauses may include pandemics and cyberattacks.
Force majeure clauses specify which events qualify, the notice requirements, and whether obligations are suspended or terminated. Without such a clause, parties may be liable for non-performance even when circumstances make it impossible.
Why It Matters
Force majeure protects both parties when the truly unforeseeable occurs. It allocates risk for events neither party could prevent or predict. The pandemic made many businesses newly aware of these clauses' importance.
When invoking force majeure, documentation matters. Keep records of the event, how it specifically prevented performance, and communications with the affected party. Frivolous force majeure claims can damage relationships and invite legal challenge.
Examples
- 1
An event planner invokes force majeure when a hurricane forces venue closure, suspending obligations until the venue reopens.
- 2
A contract's force majeure clause lists: earthquakes, floods, war, terrorism, and government shutdown—but not supply chain disruptions.
- 3
During the pandemic, many businesses successfully claimed force majeure for event cancellations but not for general economic slowdown.
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