Force Majeure Clause in Contracts: What Counts as an Unforeseeable Event?
What This Clause Does
A force majeure clause suspends contractual obligations when an extraordinary event beyond a party's control makes performance impossible or impractical. Covered events typically include natural disasters, wars, government orders, and pandemics. During a qualifying event, the affected party is not in breach of contract — their obligation is suspended for the duration.
The critical issue is how broadly "force majeure" is defined. Legitimate events are unforeseeable and truly external: earthquakes, floods, acts of terrorism. Vague language that covers supply chain disruptions, labor shortages, or economic downturns can let a vendor or employer avoid obligations for ordinary business problems they should have planned for.
Example Clause Pattern
"Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government actions, pandemics, or other force majeure events."
What to Watch
- Force majeure defined broadly enough to cover foreseeable business risks like supply chain issues or labor shortages
- No maximum duration for the excuse period — obligations suspended indefinitely with no exit right for either party
- No notice requirement: affected party can invoke without telling you in advance
- Economic hardship or financial difficulty included as qualifying events
What to Negotiate
- Negotiate a defined maximum duration for force majeure excuse — after 30 to 60 days, either party should have the right to terminate
- Ensure the clause requires the affected party to give prompt written notice and specify the event and expected duration
- Limit covered events to truly unforeseeable, external causes — exclude foreseeable business risks and financial hardship
- Request that payment obligations are explicitly excluded from force majeure suspension
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Found in These Contracts
This clause commonly appears in the following contract types:
Frequently Argued Questions
What is a force majeure clause?
A force majeure clause excuses a party from performing their contractual obligations when an extraordinary event beyond their control makes performance impossible or impractical. Covered events typically include natural disasters, wars, government orders, and pandemics. During a qualifying force majeure event, the affected party is not in breach of contract for failing to perform — their obligation is suspended for the duration of the event.
What events qualify as force majeure?
Most force majeure clauses list specific covered events: earthquakes, floods, fires, acts of war, terrorist attacks, strikes, government actions, and pandemics. Some clauses add "or similar events beyond the party's control," which broadens the list significantly. Economic downturns, supplier failures, and cost increases generally do not qualify — courts have consistently rejected purely economic hardship as force majeure unless a specific catastrophic event caused it.
Can a company refuse to pay under a force majeure clause?
A company invoking force majeure can delay or suspend performance of their obligations, but the clause typically excuses delay in service delivery rather than payment for services already received. Whether payment can be suspended depends entirely on how the clause is written and which specific obligations it covers. In most commercial contracts, force majeure is narrowly interpreted by courts and rarely succeeds as a defense against payment for services already rendered.
Negotiation Strategies
Add a termination right if force majeure extends beyond 30 to 60 days
Ensure payment obligations are explicitly excluded from force majeure suspension
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