In contract law, force majeure is a clause that releases one or both parties from their contractual obligations when an extraordinary event outside their control prevents performance. The clause only works if the contract contains it and the event fits what the parties wrote: scope and relief come from the specific words chosen, not from any general legal principle. Without such a clause, a party who fails to perform faces a breach claim regardless of why performance became impossible.1Cornell Law School. Force Majeure
Why the Wording of the Clause Controls Everything
A force majeure clause is a creature of contract. Its power comes entirely from the drafted language, which is why two agreements signed by the same company can offer very different protection.
Some clauses use broad catch-all language covering any event beyond a party’s reasonable control. Others rely on exhaustive lists that name every qualifying disruption, and if an event does not appear on the list, the clause does not apply. Courts tend to read these provisions narrowly, meaning the plain language governs. Before you rely on force majeure, read the exact words of your clause and compare them to the event you want to invoke.
Events That Typically Qualify
Qualifying events usually fall into two broad groups: natural disasters and human-caused disruptions.
Natural disasters, sometimes called “Acts of God,” include hurricanes, earthquakes, floods, wildfires, and volcanic eruptions. They qualify because they arise from physical forces no one can prevent.
Human-caused events cover a wider range. Armed conflict (wars, invasions, acts of terrorism) is a common category. Civil unrest covers riots, insurrections, and widespread strikes that halt the movement of goods or labor. Government action includes embargoes, sanctions, regulatory changes, and mandatory shutdowns that create legal barriers to performance. Public health emergencies cover epidemics, pandemics, and quarantine orders. Infrastructure failure covers prolonged power outages, internet disruptions, or regional transportation breakdowns.
If a disruption falls outside the categories listed in your clause, and the clause lacks catch-all language, you likely have no force majeure protection for that event.
What You Must Prove to Succeed
Listing an event in the clause is only the starting point. The party claiming relief carries the burden on each of the following.
Unforeseeability
The event must have been unforeseeable when the contract was signed. If you knew a risk was likely and signed anyway, you generally cannot claim protection when it materializes. Predictable seasonal weather, known political instability, or an ongoing labor dispute will not qualify. The test asks what a reasonable person in your position would have anticipated at signing.2National Academies of Sciences, Engineering, and Medicine. Overview of Force Majeure and Unanticipated Circumstances
Externality
The disruption must come from outside your control, and you cannot have contributed to it. A company whose own negligence caused a warehouse fire cannot invoke force majeure even if the fire blocked delivery.1Cornell Law School. Force Majeure
Impossibility, Not Hardship
The event must make performance impossible or nearly so. More expensive, more inconvenient, or less profitable does not count. A sharp rise in material costs, supply chain delays that raise expenses, or a drop in margins will not qualify on their own. Courts have consistently held that financial difficulty, even severe financial difficulty, does not excuse performance unless the clause specifically says so.1Cornell Law School. Force Majeure A commercial lease, for example, may state that rent remains due even during a force majeure event, separating payment from performance.3Federal Reserve Bank of Chicago. What’s the Potential Impact of Force Majeure Claims on Financial Stability?
Direct Causation
You must show a direct link between the event and your inability to perform the specific obligation at issue. A hurricane that devastates a city 500 miles from your operations may not excuse your performance just because it disrupted the broader economy. The event has to be the actual reason you cannot perform, not one factor among several.
How COVID-19 Changed the Foreseeability Analysis
For contracts signed before 2020, courts have generally been willing to treat a global pandemic as unforeseeable, even where clauses listed “epidemics” but not “pandemics” by name.
For contracts signed after the onset of COVID-19, the argument is harder. A party claiming a pandemic is unforeseeable faces the obvious counter: the world has now experienced exactly that scenario. Courts will scrutinize whether the parties intended to cover pandemic-related disruptions at signing and whether the pandemic itself, rather than an intervening event like a specific government shutdown order, actually prevented performance.2National Academies of Sciences, Engineering, and Medicine. Overview of Force Majeure and Unanticipated Circumstances
If you are drafting or reviewing a contract now, a clause that does not specifically list pandemics, epidemics, or government-mandated public health restrictions may leave you exposed. A catch-all like “any event beyond the parties’ control” without a specific reference to public health emergencies creates uncertainty about whether a future outbreak qualifies.
Your Duty to Mitigate
Invoking force majeure does not let you wait out the disruption. Most clauses require the affected party to take reasonable steps to minimize the impact and find alternative ways to perform. Failing to mitigate can weaken or defeat your claim.
Reasonable mitigation depends on the circumstances. It can include sourcing materials from an alternate supplier, rerouting shipments around a disaster zone, adjusting production schedules, or adopting temporary workarounds that allow partial performance. The standard is reasonable efforts: you are not expected to spend unlimited money, but you must show that you tried.
If the event blocks only part of your obligations, you are generally expected to continue performing the parts that remain possible. A seller who can still deliver 60 percent of an order is typically required to deliver that portion and seek relief only for the remaining 40 percent. Under the Uniform Commercial Code, a seller in that situation must also allocate available production fairly among customers.4Cornell Law School. UCC 2-615 – Excuse by Failure of Presupposed Conditions
If Your Contract Has No Force Majeure Clause
You are not necessarily without options. Several common law doctrines and statutory provisions offer alternative grounds for excusing performance, though each sets a high bar.
Impossibility
The common law doctrine of impossibility applies when an unforeseen event makes performance literally impossible, for example when the specific subject matter of the contract is destroyed. Courts read “impossible” strictly.5Cornell Law School. Impossibility
Impracticability
Impracticability is slightly broader. A party’s duty to perform is discharged when performance becomes impracticable, without the party’s fault, due to an event whose nonoccurrence was a basic assumption of the contract. “Impracticable” still means far more than expensive or difficult. Courts look at whether the event fundamentally altered the nature of what was promised.
UCC Section 2-615 for Sales of Goods
For contracts involving the sale of goods, a seller’s failure to deliver is not a breach if performance has been made impracticable by an unforeseen event both parties assumed would not occur, or by good-faith compliance with a government regulation or order. The seller must notify the buyer promptly, and if only part of capacity is affected, the seller must allocate production and deliveries fairly.4Cornell Law School. UCC 2-615 – Excuse by Failure of Presupposed Conditions
Frustration of Purpose
Frustration of purpose covers a different situation. Performance is still physically possible, but an unforeseen event has destroyed the principal reason the contract existed. The classic example is renting a room to watch a parade: if the parade is canceled, you can still occupy the room, but the entire purpose of the rental has evaporated.6Cornell Law School. Frustration of Purpose
Each of these doctrines is harder to invoke than a well-drafted force majeure clause, because they require meeting court-made standards rather than ones you agreed to in advance.
How to Invoke a Force Majeure Clause
If a qualifying event occurs, follow the notice and documentation procedures in your contract precisely. Procedural missteps can forfeit your right to relief even when the underlying claim is strong.
Review the Clause and Send Timely Notice
Read the exact language of your force majeure clause and the contract’s general notice provision. Pay close attention to the deadline (many contracts require written notice within 24 to 72 hours), the required delivery method, and what information the notice must contain. Sending a standard email when the contract requires certified mail can invalidate the claim. Late notice can waive protection entirely, even where the event clearly qualifies.
Gather Supporting Evidence
Back your notice with documentation that proves the event occurred and directly prevented your performance. Useful evidence includes official government orders, emergency declarations, weather service reports, transportation closure notices, and public health directives. Internal records such as production logs, shipping records, and staffing reports help establish the link between the event and the specific obligation you cannot meet.
Keep a Communication Log
After the initial notice, record every interaction with the other party. Log dates, times, and summaries of discussions about performance status, expected resumption, and any requests for more proof. If the dispute moves to arbitration or litigation later, a thorough written record protects you.
Does Force Majeure Suspend or End the Contract
Force majeure does not automatically end a contract. The clause itself dictates whether obligations are suspended, terminated, or handled some other way, and the answer often depends on how long the disruption lasts.
Temporary Suspension
The most common outcome is temporary suspension of the affected party’s obligations for as long as the event continues. The party is excused from performing the blocked obligations but is expected to resume as soon as the event passes. Obligations not affected by the event, including payment obligations in many contracts, may continue during the suspension.
Termination After Extended Disruption
When an event drags on for months, many clauses give the non-affected party, and sometimes either party, the right to terminate. Common thresholds range from 30 days to 180 days of continuous disruption, and some contracts set the bar as high as 365 days. The terminating party typically must provide written notice, and the contract may require an additional waiting period before termination takes effect.
If your clause does not specify a termination timeline, the parties may need to negotiate an exit or seek a court ruling on whether the disruption has lasted long enough to permanently excuse performance. Clauses that leave this question unanswered create significant uncertainty, which is why both the suspension period and the termination trigger are worth defining clearly at the drafting stage.