Category: Clauses
Force majeure
A clause that excuses a party from performing its contract obligations when extraordinary events outside its control prevent performance — acts of war, natural disasters, pandemics.
Force majeure — French for "superior force" — is the clause that says "if something genuinely extraordinary happens and it prevents me from doing what I promised, I don't have to do it, and I don't have to pay damages for not doing it."
Before 2020, force majeure was one of those boilerplate clauses nobody read. Then COVID-19 made every contract lawyer re-read it very carefully, and a lot of companies found out their force majeure clauses didn't actually cover pandemics.
A typical force majeure clause lists categories of events that qualify: acts of God, war, terrorism, natural disasters, government action, labor strikes, and — increasingly post-2020 — "epidemics, pandemics, and public health emergencies." Some lists are detailed; some use catch-all language like "or other events beyond the reasonable control of the affected party."
Three things to understand:
**Force majeure is not "I don't want to anymore."** The event has to be genuinely outside the party's control, and performance has to be genuinely impossible or impractical — not merely more expensive. A vendor can't invoke force majeure because their supplier raised prices.
**The clause governs itself.** Courts enforce force majeure based on what's *in the specific contract*, not a general legal principle. If the contract doesn't list pandemics, courts often won't read them in. This is why post-COVID, "epidemics and pandemics" is now standard language.
**Notice requirements matter.** Most force majeure clauses require the affected party to notify the other side within a specific window (often 10-30 days) of the triggering event. Miss the notice window and you can lose the protection even if the event qualifies.
For small businesses, force majeure is rarely the clause that saves you — it's the clause that determines how cleanly you can exit a contract when something catastrophic happens. Writing it (or negotiating for broader language) before you need it is the only option. Once the earthquake happens, it's too late.