Contract Clause Guide
Force Majeure Clauses: What They Cover and Why They Matter
A force majeure clause excuses one or both parties from performing their contractual obligations when an extraordinary event beyond their control makes performance impossible or impracticable. The COVID-19 pandemic demonstrated why every well-drafted contract should have one. Without a force majeure clause, businesses may be on the hook for performance deadlines they cannot meet because of events no one anticipated.
Last updated: July 11, 2026 · Reading time: 7 min read
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What Force Majeure Actually Means
Force majeure — French for "superior force" — is a contractual provision that excuses performance when an extraordinary event beyond the parties' control makes performance impossible, illegal, or commercially impracticable. The clause typically lists specific triggering events (natural disasters, war, government action, pandemics) and specifies the consequences: suspension of obligations, extension of deadlines, or termination after a prolonged inability to perform.
Common law vs. civil law: In civil law countries (much of Europe, Latin America, Asia), force majeure is implied by statute — contracts are excused by certain events even without a clause. In common law countries (US, UK, Canada), there is no implied force majeure defense. Without an explicit clause, businesses may be liable for non-performance even when an unforeseeable event made it impossible.
Events That Typically Trigger Force Majeure
- Natural disasters — earthquakes, hurricanes, floods, wildfires, tsunamis, volcanic eruptions
- Pandemics and epidemics — COVID-19 added this category to nearly every modern contract; many contracts now also cover governmental responses (lockdowns, quarantines, travel restrictions)
- War, terrorism, civil unrest — armed conflict, terrorist attacks, riots, sabotage
- Government action — new laws, regulations, sanctions, embargoes, or moratoria that make performance illegal
- Labor strikes and labor disputes — except those involving the performing party's own employees (those are typically excluded)
- Infrastructure failures — major utility outages, telecommunications failures, transportation disruptions not within the parties' control
- Cyberattacks — increasingly common in modern contracts, though scope varies
What Force Majeure Does Not Excuse
Force majeure is a narrow defense. It does not cover every business difficulty, and courts interpret force majeure clauses strictly. Common exclusions and limitations:
- Financial hardship — inability to pay because of market downturns is rarely a force majeure event
- Supply chain disruptions within the party's control — a vendor's supplier failing to deliver is generally not force majeure unless the underlying cause qualifies
- Pre-existing conditions — events that were reasonably foreseeable at the time the contract was signed
- The party's own negligence — failure to plan for a known risk
- Payment obligations — many contracts exclude payment from force majeure (you still owe the money even if you cannot deliver)
- Notice requirements — most clauses require the affected party to give prompt notice; failure to give notice can waive the defense
Frequently Asked Questions
Does force majeure cover pandemics?
It depends on the contract. Older contracts drafted before 2020 often do not explicitly list pandemics as a force majeure event, leading to litigation over whether COVID-19 triggered the clause. Most modern contracts added "epidemic," "pandemic," and "governmental responses to public health emergencies" to the list of triggering events. The trend is strongly toward explicit pandemic language.
Can a force majeure clause terminate a contract?
Yes, but typically only after a sustained inability to perform. Most contracts specify that force majeure suspends obligations for a defined period (often 30 to 90 days). If the event continues beyond a longer period (often 120 to 180 days), either party can terminate the contract without liability. The specific mechanics vary by contract and should be reviewed carefully.
Do I need a force majeure clause in every contract?
Yes — or at least, you should consider it. Even short-term contracts and small-dollar agreements benefit from a force majeure clause because the cost of one is trivial and the cost of being unable to perform without one can be the entire contract value. For longer, more complex agreements, force majeure clauses are essential.
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