Force majeure is a contractual clause that suspends or excuses a party's performance obligations when extraordinary events beyond their reasonable control - natural disasters, pandemics, wars, government actions - prevent performance.
What force majeure means in practice
Force majeure exists because contracts assume ordinary conditions. When conditions become extraordinary, neither party should be liable for failing to perform under terms that were never designed for the situation. The clause typically lists specific events (earthquake, war, epidemic) or uses broader language covering 'events beyond reasonable control'. Enforceability depends on how precisely the events are drafted and how the governing jurisdiction interprets them. A well-drafted force majeure clause specifies which obligations are suspended, which continue, how notice must be delivered and how long the suspension can last before either party may terminate.
Worked example: a manufacturer invokes force majeure after a factory shutdown from a government-mandated lockdown, suspending delivery obligations for 90 days while payment terms for previously delivered goods remain in force.
Where force majeure appears in contracts
Force majeure clauses appear in almost every commercial contract: supply agreements, service agreements, distribution contracts and long-term purchase commitments. They sit near the end of the boilerplate section alongside jurisdiction, governing law and dispute resolution provisions. In master service agreements, force majeure cross-references the SLA and payment schedules by design.
Force majeure FAQ
Is a pandemic always covered by force majeure?
No. Coverage depends on the clause wording. Clauses that list specific events like 'epidemic' or 'pandemic' are enforceable for COVID-style disruptions; broader 'acts of God' language typically fails the enforceability test, and courts have split.
What obligations survive a force majeure invocation?
Payment for goods or services already delivered, confidentiality and indemnification obligations survive. Delivery, performance milestones and volume commitments are the primary categories of suspended obligation.
How much notice is required to invoke force majeure?
Contracts typically require written notice within a defined window (often 5 to 14 days from the event), with continuing updates. Late or unspecified notice can void the invocation entirely.
