What does force majeure mean?
A force majeure clause is a contractual allocation of risk for exceptional disruption. It commonly addresses events outside a party’s reasonable control that make it unable—or, depending on the wording, seriously hindered—to perform a particular obligation.
The label alone does not decide the result. A court or decision-maker may look at the listed events, the required degree of impact, the link between the event and the missed obligation, and the governing law. Those legal rules vary by jurisdiction.
What can count as a force majeure event?
Contracts often name examples. That can make the clause clearer, but an event named in a list does not automatically qualify: the circumstances and causation still matter.
Events that may qualify
- Earthquakes, floods, wildfires, and other serious natural disasters
- War, civil unrest, or terrorism that materially disrupts performance
- A government order, border closure, or other official restriction
- A major outage of transport, utilities, or communications beyond a party’s control
Events that usually require closer scrutiny
- A pandemic or epidemic, especially where the risk was already known when the contract was signed
- A strike or supply-chain problem, unless the clause addresses it and the impact is direct
- Higher costs, reduced demand, or a less profitable deal
- An event that could reasonably have been avoided, planned for, or overcome
Check whether the list is exhaustive (“means only”) or illustrative (“including”). Then ask whether the event actually caused the disruption claimed.
Does force majeure automatically cancel a contract?
No. A well-drafted clause often provides a sequence rather than an instant exit. It may suspend the affected obligation, extend a delivery date, excuse a delay for a limited period, and require reasonable mitigation. A termination right may arise only after the event has continued for a defined time.
During the event
Performance may be delayed or suspended, subject to the clause.
After a long disruption
Either party may have a contractual right to terminate if a stated threshold is reached.
What happens to payments?
Payment obligations are often treated differently from an obligation to deliver goods or perform services. A clause may leave amounts already due payable, address whether a deposit is refundable, exclude payment obligations altogether, or say nothing about them.
Read the force majeure clause alongside the payment, refund, and termination provisions. The practical result can depend on what has already been delivered, the contract’s wording, and applicable law.
Notice requirements: act early and follow the clause
Even a qualifying event may not help if the contractual procedure is ignored. Notice clauses can require a written notice within a short deadline, a specified delivery method, a description of the affected obligations, and periodic updates.
- Deadline: When does the clock start, and how many days are allowed?
- Method: Must notice be emailed, sent to a named address, or delivered another way?
- Evidence: Does the clause ask for records supporting the disruption?
- Updates: Is the affected party expected to report when performance can resume?
Example force majeure clause, explained
Fictional example for educational purposes; it is not a recommended clause for every contract.
Covered events
The examples are limited by the core test: the event must be beyond reasonable control.
Causation
The event must cause the delay or failure; a general difficult business climate may not be enough.
Notice and mitigation
Prompt notice and reasonable efforts to reduce the impact are express conditions.
Suspension and termination
It anticipates a temporary disruption and supplies a 60-day exit for the affected services.
Red flags to look for
Force majeure vs similar concepts
These terms can overlap, but they are not interchangeable and their meaning depends strongly on the governing law.
Questions to ask before signing
- Which events are actually covered, and is the list open-ended or closed?
- Does the event have to prevent performance, or is a serious delay enough?
- How soon must notice be sent, and what must it include?
- Must the affected party take reasonable steps to limit the impact?
- Which payment obligations, if any, continue during the disruption?
- How long can obligations be suspended before either side may terminate?
Frequently asked questions
Is force majeure the same as an “Act of God”?+
Not exactly. “Act of God” usually refers to natural events, while a force majeure clause can be drafted to cover a wider set of events, such as government restrictions or war. The contract’s wording and applicable law matter.
Does a pandemic automatically qualify?+
No. A clause may list epidemics or pandemics, but the affected party will commonly still need to show the required connection between the event and its inability or delay in performing. Foreseeability and the date of the contract can also matter.
Can increased costs trigger force majeure?+
Usually not merely because a deal has become more expensive. Some clauses or legal systems treat exceptional hardship differently, but a cost increase is not automatically the same as being unable to perform.
Can force majeure excuse late payment?+
It depends on the clause. Many provisions distinguish payment obligations from other performance obligations, so check whether payments are expressly excluded, deferred, or addressed separately.
Can either party terminate during force majeure?+
Some clauses allow termination only after the disruption continues for a stated period; others do not. Look for who has that right, the waiting period, and what happens to work and payments already completed.
What if the contract has no force majeure clause?+
The outcome may then depend more heavily on the governing law and other contract terms. Similar legal concepts may be available in some jurisdictions, but they are not uniform—professional advice may be useful where the consequences are significant.
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