A force majeure clause is a contract provision that excuses one or both parties from performing when a specifically listed extraordinary event, outside their control, makes performance impossible or impracticable. It is not a background rule of American contract law. If the parties did not negotiate it into the agreement, it does not exist, and even when it does exist, courts read it narrowly against the party trying to use it. Whether the clause actually protects you comes down to its exact wording, the match between that wording and what happened, and whether you followed the procedural steps the clause requires.
What the Clause Does, and What It Doesn’t
When a force majeure clause is successfully invoked, the affected party’s obligations are paused. You are not in breach during the suspension, and the other side generally cannot collect damages or enforce penalty provisions for the period of disruption. The other party’s corresponding obligations, such as payment, are usually suspended as well. The contract stays alive but dormant until the event passes.
The clause does not compensate you for lost revenue or extra expenses. It only removes the legal consequence of nonperformance. It also does not apply to obligations the contract carves out from its reach. Commercial leases, for example, commonly exclude the duty to pay rent from force majeure relief, which is why many tenants during COVID-19 shutdowns found they still owed rent even when their businesses were legally closed.
The Pieces of the Clause That Decide Outcomes
A force majeure clause has four working parts, and each one can quietly determine whether you get relief.
The Threshold Word
The clause sets a standard for how badly performance must be affected. Common choices are “impossible,” “impracticable,” and “commercially unreasonable.” These are meaningfully different standards, and courts hold you to whichever word the contract uses. “Impossible” is the hardest to meet; “commercially unreasonable” is the easiest. A clause that says “impossible” will not help you when performance has merely become extremely expensive.
The Event List
Most clauses list specific qualifying events: natural disasters, wars, government orders, epidemics, labor disputes, and so on. The specificity matters. Some jurisdictions only grant relief if the exact event that occurred appears on the list. A vague or narrow list can leave you exposed to the precise scenario you were trying to guard against.
The Catch-All
Most lists end with broad language such as “any other cause beyond the reasonable control of the affected party.” This sounds like a safety net, but courts often limit it under a rule called ejusdem generis: the general language only covers events similar in nature to the specific ones listed. If your list focuses on natural disasters, a court may refuse to let a regulatory change qualify under the catch-all, even though it was genuinely outside your control.
Notice
Nearly every force majeure clause requires the affected party to notify the other side within a specified window after the disruption begins. Deadlines vary. Some clauses require notice within 48 hours; others allow several weeks. The decisive question is whether notice is a condition precedent to relief. If it is, missing the deadline eliminates your right to claim force majeure entirely, no matter how severe the event was. Read your clause for this before anything else goes wrong.
Which Events Qualify
Force majeure events fall into two broad categories, though the contract’s specific language always controls.
Natural Events
Traditionally called “Acts of God,” these include earthquakes, floods, hurricanes, volcanic eruptions, and similar phenomena. The event typically must be severe enough to make performance genuinely impossible or impracticable, not just more expensive or inconvenient. A routine seasonal storm in a region known for storms is unlikely to qualify, because it was foreseeable and the affected party should have planned for it.
Human-Caused Events
The second category covers wars, terrorism, civil unrest, labor strikes, government embargoes, trade sanctions, and changes in law that make performance illegal. Government actions deserve particular attention: if your contract specifically addresses sanctions risk, a court may treat sanctions as foreseeable rather than extraordinary, potentially blocking your force majeure claim even though you had no control over the government’s decision.
What Doesn’t Qualify
Ordinary market shifts, price increases, and general financial difficulty almost never count. Courts consistently hold that increased cost alone does not make performance impracticable, because fixed-price contracts exist precisely to allocate the risk of cost fluctuation. If raw materials double in price, you are expected to absorb that cost. If your factory burns down and you physically cannot produce anything, that is a different matter. The line between economic hardship and genuine impossibility is where most disputed claims fail.
What You Have to Prove
The burden falls entirely on the party claiming the excuse. You are asking to walk away from a binding promise, and courts require substantial evidence on four points.
The Event Matches the Clause
You must first show that what happened fits the clause’s language. This is where many claims die. A party dealing with supply chain disruptions caused by a distant geopolitical crisis may struggle to connect that crisis to a clause listing “war” if the war is not directly affecting the party’s ability to perform. The match has to be specific, not conceptual.
The Event Actually Caused Your Nonperformance
Proving the event occurred is not enough. You must establish a direct causal link between the qualifying event and your inability to perform. If your shipping route was blocked but an alternative route existed at higher cost, you may lack the required causation. The event must be the reason you cannot perform, not merely a reason it became harder.
You Couldn’t Have Anticipated It
If the event was truly unforeseeable when you signed, that supports your claim. If the risk was known or knowable and you failed to plan for it, courts may conclude you assumed that risk. Seasonal weather patterns, recurring labor disputes in your industry, and political instability in regions where you operate can all undermine a claim of unforeseeability.
You Took Reasonable Steps to Mitigate
Even after a qualifying event, you cannot simply stop performing and wait. Courts expect reasonable efforts to work around the disruption: alternative suppliers, rerouted shipments, adjusted production schedules. “Reasonable” does not mean heroic or financially ruinous, but you need to show you tried, and you need documentation to prove it. Parties who keep a paper trail of mitigation options they explored, including the ones they rejected and why, are far better positioned than those who simply declared force majeure and stopped working.
If your capacity is only partially affected, the obligation goes further. Under the UCC, a seller whose production is partially impaired must allocate remaining output among customers in a fair and reasonable manner, rather than choosing which contracts to honor based on profitability.1Legal Information Institute. UCC 2-615 – Excuse by Failure of Presupposed Conditions
What Happens After You Invoke It
Suspension, Then Possibly Termination
The first effect is a pause. If the event drags on, suspension eventually gives way to a right to terminate. Most well-drafted contracts specify a duration trigger: after a continuous period of disruption, often somewhere between 90 days and a year depending on industry and contract value, either or both parties may terminate without further liability. Energy and construction contracts often use longer windows of 180 days or more; service agreements may set shorter ones. Without a specific termination trigger, parties can end up tethered to a dead contract indefinitely.
Duty to Resume
Once the disrupting event ends, the excused party must resume performance as soon as reasonably possible. The suspension is a pause, not a permanent exit. Delays in resuming performance after the event has passed can themselves constitute a breach, even though the original delay was excused.
Money Already Paid or Earned
Force majeure clauses often say nothing about funds that changed hands before the disruption. If one party made advance payments for goods or services never delivered, that party may be entitled to restitution, because the other side should not keep both the payment and the excuse from performing. For work that was partially completed, the performing party may have a claim for the reasonable value of services already rendered under the principle of quantum meruit. Specific contract language controls when it exists; many agreements do not address this at all, which is how these disputes end up in court.
If Your Contract Doesn’t Have the Clause
Force majeure is not a default rule. Without the clause, you cannot invoke it. Three common law doctrines may still help, each with a higher bar.
Impossibility is the oldest and strictest. Performance must be literally or practically impossible, not just difficult. The classic examples are a personal services contract where the performer dies, or a contract to sell a specific building that burns down.
Impracticability, recognized by modern courts and the Restatement (Second) of Contracts, excuses performance when a supervening event makes it require extreme or unreasonable difficulty or expense, and the event’s nonoccurrence was a basic assumption of the contract. For sales of goods, UCC ยง 2-615 codifies a similar standard.1Legal Information Institute. UCC 2-615 – Excuse by Failure of Presupposed Conditions Increased cost alone is generally not enough.
Frustration of purpose applies when you can still technically perform but the entire reason you entered the contract has been destroyed by an unforeseen event. It typically helps the paying party rather than the performing one. Renting a venue for a specific event that gets canceled by government order is the textbook example.
All three share a limitation: foreseeability works against you. If the disrupting event was foreseeable at contracting, courts generally conclude you assumed that risk. There is also a trap worth knowing. In some jurisdictions, including the event in your force majeure clause, even if the clause ultimately does not provide relief, is treated as evidence that the event was foreseeable. A broad clause that fails to cover your situation can simultaneously block your common law defenses by proving you foresaw the very risk you are now claiming was unforeseeable.
What COVID-19 Changed
The pandemic produced an enormous wave of force majeure litigation, and the results reshaped how these clauses are read.
Parties whose contracts specifically listed “pandemics,” “epidemics,” or “public health emergencies” generally fared well. Courts found that COVID-19 and related shutdown orders fell within those terms. Some courts also allowed parties to invoke broad catch-all language, even without specific pandemic wording. Many parties with older contracts that did not mention pandemics or government health orders could not get relief, because courts held that catch-all language did not extend to events so different in character from the natural disasters and wars that dominated the enumerated list.
Causation was another stumbling block. Courts examined whether COVID-19 actually prevented performance or merely made it less profitable. Contracts that excluded payment obligations from force majeure relief left tenants with no excuse for failing to pay rent even when government orders shut their businesses down.
The most consequential long-term change is to foreseeability. Before 2020, pandemic disruption was arguably unforeseeable in many industries. That argument is essentially gone. Any contract drafted after early 2020 faces a presumption that both parties knew pandemic disruption was possible, which means a clause written today needs to explicitly address pandemics, supply chain disruptions, and government emergency orders rather than rely on general language. It also means the common law fallbacks are harder to invoke for pandemic-related events, because courts treat the risk as one both parties should have anticipated and allocated in writing.