What is force majeure in a contract?
Force majeure excuses performance when something extraordinary and outside your control makes it impossible. Learn when it applies, when it does not, and how to read the clause.
The short answer
A force majeure clause pauses or excuses a party's obligations when an extraordinary event outside its control prevents performance — a natural disaster, war, a government order. It is not a general escape hatch for a deal that has become expensive or inconvenient. Whether it helps you depends almost entirely on the exact events the clause lists and the standard it sets: prevented, hindered, or merely delayed.
Where the concept comes from
"Force majeure" is French for "superior force." In common-law systems such as England and the United States it is purely a creature of contract: if the clause is not in your agreement, you generally have no force majeure right at all. You would have to fall back on doctrines like frustration or impossibility, which are much harder to establish.
That is why the drafting matters so much. Two contracts can face the same hurricane and reach opposite outcomes because one clause said "prevented" and the other said "delayed or hindered."
The three tests almost every clause applies
Courts typically work through the clause in this order:
- Is the event within the listed categories, or within a catch-all that genuinely covers it?
- Did the event actually cause the failure to perform — or was performance going to fail anyway?
- Could the party have avoided or mitigated the effect with reasonable steps?
What usually does not count
Economic hardship on its own is the classic failure. If raw materials tripled in price and the deal is now loss-making, that is normally your commercial risk, not force majeure — unless the clause explicitly says otherwise.
Also commonly excluded: a subcontractor's failure (unless that subcontractor itself faced a force majeure event), labour disputes involving your own workforce, and anything foreseeable at the time of signing. A pandemic clause signed in 2026 is unlikely to be treated as unforeseeable in the way one signed in 2019 was.
Notice requirements are strict — and often missed
Most clauses require written notice within a short window, often 5 to 14 days, sometimes with specific detail: the event, the obligations affected, the expected duration, the mitigation planned.
Miss the deadline and you can lose the protection entirely even though the event plainly qualified. Diarise the deadline the moment an event begins; do not wait until the commercial impact is clear.
What actually happens when it is triggered
The usual outcome is suspension, not cancellation: the affected obligations pause, time limits extend, and neither side is in breach for the duration. Payment obligations are frequently carved out — you usually still have to pay for what you already received.
Well-drafted clauses add a long-stop: if the event runs beyond 30, 60, or 90 days, either party may terminate without penalty. Without that, a contract can sit frozen indefinitely.
Sample clause language
Illustrative wording, written for this guide — not copied from any real contract.
Neither party shall be liable for failure to perform due to acts of God, war, or natural disaster which render performance impossible.
No pandemic, no government action, no supply-chain failure, no cyber incident, no catch-all. "Impossible" is a far higher bar than "hindered" — extreme difficulty will not be enough. There is also no notice mechanism and no termination right.
Neither party shall be liable for any delay or failure to perform (other than a payment obligation) to the extent caused by an event beyond its reasonable control, including acts of God, fire, flood, earthquake, war, terrorism, civil unrest, epidemic or pandemic, government order or restriction, national emergency, failure of utilities or telecommunications, or cyberattack. The affected party shall give written notice within ten (10) business days, use commercially reasonable efforts to mitigate, and resume performance as soon as practicable. If the event continues for more than sixty (60) consecutive days, either party may terminate this Agreement on written notice without liability.
Broad but bounded category list, an open catch-all, mitigation duty, clear notice period, payment carve-out, and a mutual exit after 60 days.
Red flags to look for
- "Impossible" rather than "prevented, hindered, or delayed."
- A closed list with no catch-all for events beyond reasonable control.
- The clause protects only one party.
- No notice period stated, or an unrealistically short one.
- No long-stop termination right, so the contract can freeze indefinitely.
- Payment obligations are suspended (bad for the supplier) or nothing is (bad for the customer).
- Epidemics, government action, and cyber incidents are missing entirely.
What to ask for
- Make the clause mutual.
- Change the trigger from "impossible" to "prevented, hindered, or delayed."
- Add a catch-all: "any other event beyond the affected party's reasonable control."
- Name the events that matter to your industry — pandemics, export controls, cloud outages, cyberattacks.
- Set a realistic notice window (10 business days is common) and say who to notify.
- Add a termination right after 30 to 90 days of continuous disruption.
- Confirm how fees are handled during suspension.
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Frequently asked questions
Can you claim force majeure without a clause?
In common-law jurisdictions, usually not. You would have to argue frustration (England) or impossibility/impracticability (US), which require that performance became genuinely impossible or radically different — a much higher bar than most force majeure clauses set. Civil-law systems often do imply a similar concept by statute.
Is a pandemic a force majeure event?
Only if the clause covers it, either by naming epidemics and pandemics or through a catch-all broad enough to include one. Since 2020 most drafters name it expressly. A clause listing only "acts of God" is a much weaker argument.
Does force majeure excuse paying money?
Usually not. Most clauses carve out payment obligations on the reasoning that a bank transfer is rarely made impossible by the event itself. Check whether your clause says so explicitly.
How long does force majeure last?
For as long as the event genuinely prevents performance. Most clauses then allow either party to terminate once the disruption passes an agreed number of consecutive days.
Related guides
This guide is general educational information about how these clauses usually work. It is not legal advice, and contract law differs by jurisdiction. For a decision that matters, speak to a qualified lawyer.