Force Majeure Clause Explained: What Counts and What Doesn't
A force majeure clause excuses performance when extraordinary events make it impossible. Here's what qualifies, what doesn't, and what happens if your contract doesn't have one.
Force Majeure Clause Explained: What Counts and What Doesn't
Quick summary: A force majeure clause excuses a party from performing their contractual obligations when extraordinary events beyond their control make performance impossible or illegal. It's sometimes called an "act of God clause." What most people don't realise is how narrow it is: courts require genuine impossibility, not just increased cost or difficulty — and the list of qualifying events in the clause determines everything.
When COVID-19 shut down large parts of the global economy in 2020, millions of contracts were suddenly in question. Could a venue cancel an event under force majeure? Could a supplier stop delivery? Could a contractor pause work?
The answers varied wildly — not because of COVID itself, but because of what each specific contract said. Contracts that listed "pandemic" or "government-mandated shutdown" as qualifying events fared very differently from those that listed only "war and natural disasters."
Have a contract with a force majeure clause? Upload it to Contrivox for a plain-English breakdown of what's covered and what isn't — in under a minute.
What a Force Majeure Clause Does
The clause suspends or excuses a party's obligation to perform when a qualifying event:
- Is genuinely beyond the party's control
- Makes performance impossible (not just more expensive or difficult)
- Was not foreseeable at the time of contracting
- Is listed in — or reasonably falls within the scope of — the clause's qualifying events list
If all four conditions are met, the affected party typically has the right to:
- Suspend performance without being in breach
- Extend deadlines by the duration of the disruption
- In some cases, terminate the contract if the event continues beyond a defined period
The clause doesn't excuse payment obligations that have already accrued. If you owe money for work already done, a force majeure event doesn't wipe that debt.
What Typically Qualifies
| Event Category | Common Clause Language |
|---|---|
| Natural disasters | Earthquakes, floods, hurricanes, fires, storms |
| War and conflict | War, armed conflict, terrorism, invasion |
| Government action | Laws, regulations, government orders, embargoes |
| Labor disruption | Strikes (by third parties, not the contracting party's own employees) |
| Infrastructure failure | Power grid failure, internet outages (increasingly included) |
| Pandemic / epidemic | Included in modern contracts post-2020; absent in older ones |
| Cyberattacks | Included in some modern commercial contracts |
What Usually Does NOT Qualify
Courts apply force majeure narrowly. These do not typically trigger the clause:
- Price increases — a supplier's costs doubling doesn't excuse non-performance
- Economic downturns — a recession, cash flow problems, or market shifts
- Foreseeable risks — events the party should have accounted for when contracting
- Self-caused disruption — problems created by the party's own actions or failures
- Labour disputes by the party's own employees — usually carved out explicitly
- Financial difficulty of a third-party subcontractor — the contracting party typically bears this risk
The clearest test courts apply: would a reasonable business have foreseen this risk and priced it in? If yes, force majeure doesn't apply.
The Notice Requirement
Most force majeure clauses include a notice requirement: the affected party must notify the other party within a defined period after the triggering event (often 5–30 days). Missing this window typically waives the right to invoke force majeure entirely — even if the event itself clearly qualifies.
Always check:
- How many days after the event must notice be given?
- Must it be in writing?
- What information must the notice contain?
This is a trap. Companies invoking force majeure in 2020 who missed the notice requirement found themselves in breach even when the underlying event was clearly qualifying.
What Happens If Your Contract Has No Force Majeure Clause
Without a force majeure clause, you fall back on common law doctrines:
Impossibility (US): Performance is excused only if it is objectively impossible — not merely impracticable. Courts apply this doctrine extremely narrowly.
Frustration of purpose (US): The contract may be discharged if a supervening event destroys the fundamental purpose of the agreement, even if literal performance is still technically possible. Also applied narrowly.
Frustration (UK): The equivalent doctrine in English law, applied when an event makes the contract "radically different" from what the parties contemplated.
None of these are reliable substitutes for an explicit clause. If force majeure scenarios are a meaningful business risk for your contract, the clause needs to be there and needs to be specific.
Red Flags in Force Majeure Clauses
| Red Flag | Why It Matters |
|---|---|
| Narrow event list (war + natural disaster only) | Misses pandemic, government orders, cyberattacks, supply chain failures |
| No notice period specified | Creates uncertainty and potential waiver disputes |
| Very short notice window (3–5 days) | Easy to miss in a genuine crisis when communications are disrupted |
| Only covers "impossibility" not "illegality" | Misses government orders that make performance illegal |
| Unilateral right to terminate without compensation | One party can exit the contract entirely without paying for work done |
| No termination right for extended disruption | Leaves both parties suspended indefinitely |
Not sure your force majeure clause covers the right events? Upload your contract to Contrivox for an instant plain-English analysis — every gap flagged.
FAQ: Force Majeure Clauses
Does force majeure excuse you from paying for work already completed? No. Obligations that have already accrued — payment for delivered work, instalment payments for past periods — are not excused. Force majeure addresses future performance obligations.
Can force majeure be invoked retroactively? No. The clause requires notice after the triggering event, and typically requires that performance was impossible at the relevant time. Invoking it after the fact, once performance has already failed, doesn't work.
Does "act of God" mean only natural disasters? In older contracts, yes. Modern force majeure clauses use "act of God" loosely to encompass a broader range of events — but the scope is determined by the clause's specific list, not the label.
Can both parties invoke force majeure simultaneously? Yes, if both parties' obligations are affected. In a supply disruption, for example, both the supplier (unable to deliver) and the buyer (unable to receive or pay due to the same event) might invoke the clause.
What's the difference between force majeure and frustration? Force majeure is a contractual right defined by the clause. Frustration is a common law doctrine that operates independently of the contract. Force majeure is generally broader and more predictable than frustration; frustration is the fallback when no clause exists.
Related guides
- The Most Common Contract Clauses Explained in Plain English
- Indemnification Clauses Explained Simply
- Termination Clauses Explained in Plain English
The List in the Clause Is Everything
Force majeure sounds broad. In practice, it's as narrow as the list of events written into your specific contract. A clause that says "acts of God and war" won't protect you from a pandemic or a cyberattack. A clause that covers "government-ordered shutdowns" will.
Read the list. Check the notice period. Know what you're protected against before you need the protection.
Upload your contract to Contrivox → Get a plain-English breakdown of your force majeure clause — what's covered, what's missing, and what to ask for — in under a minute.
Contrivox provides AI-powered contract explanations, not legal advice. For active force majeure disputes or business-critical contracts, consult a licensed commercial attorney.
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