Force Majeure Clauses Explained

Force majeure clauses got a lot of attention during the COVID-19 pandemic when businesses and individuals suddenly needed to understand what happens to their contractual obligations when extraordinary events make performance impossible or impractical.

This guide explains what force majeure means, how these clauses work, and what to look for when reviewing one in your contract.

What Is Force Majeure?

Force majeure (French for "superior force") is a contract provision that excuses one or both parties from performing their obligations when extraordinary events beyond their control make performance impossible or impracticable.

Unlike some legal concepts, force majeure is not a default rule in most U.S. jurisdictions — it only applies if the contract includes a force majeure clause. Without one, parties must look to other legal doctrines like impossibility, impracticability, or frustration of purpose, which have much higher thresholds.

Named Events vs. Catch-All Language

Force majeure clauses typically list specific triggering events. Courts generally interpret these lists narrowly — if an event isn't listed, it may not qualify.

Common named events

• Natural disasters (earthquakes, hurricanes, floods, fires)
• War, terrorism, and civil unrest
• Government actions (sanctions, embargoes, regulatory changes)
• Epidemics and pandemics
• Labor strikes and work stoppages
• Supply chain disruptions
• Utility failures (power outages, internet disruption)

Catch-all language

Many clauses end with catch-all language like "or any other event beyond the reasonable control of the party." This provides broader protection but is interpreted differently by different courts. Some courts read catch-all language broadly; others limit it to events similar in nature to the named events (a principle called ejusdem generis).

Notice and Mitigation Obligations

Most force majeure clauses require the affected party to take specific steps when invoking the provision.

What to look for

• Notice requirements — how quickly must you notify the other party? In what form? Failure to give timely notice can waive your right to invoke force majeure
• Mitigation obligations — are you required to take reasonable steps to minimize the impact of the force majeure event? Most clauses include this requirement
• Documentation — must you provide evidence that the event actually prevents performance?

Impact on Obligations

Force majeure doesn't necessarily cancel the contract. It typically suspends obligations for the duration of the event.

What to look for

• Whether obligations are suspended (paused until the event ends) or excused entirely
• Whether payment obligations are also suspended, or only delivery and performance obligations
• What happens to deadlines — are they extended by the duration of the force majeure?
• Whether the non-affected party can seek alternative suppliers or providers during the force majeure period

Termination Rights

If a force majeure event continues for an extended period, one or both parties may have the right to terminate the contract entirely.

What to look for

• How long the force majeure must continue before termination is triggered (30 days? 90 days? 180 days?)
• Whether both parties have equal termination rights, or only one
• What happens to partial performance, prepayments, and deposits upon termination
• Whether termination is automatic or requires notice

Red Flags to Watch For

• Narrow event definitions — if the list of qualifying events is very specific and doesn't include a catch-all, you may be unprotected against unforeseen circumstances
• No termination right after extended force majeure — if the event lasts 6 months but you can't terminate, you may be stuck in a suspended contract indefinitely
• One-sided application — if only one party can invoke force majeure, the clause only protects one side
• Payment obligations not suspended — if you must continue paying even when the other party can't perform, that's a significant imbalance
• No mitigation requirement — the absence of a mitigation duty could allow the other party to use force majeure as an excuse for any performance delay
• Pandemic or epidemic not listed — post-2020, the absence of pandemic language in a force majeure clause is a notable gap

Questions to Ask Before Signing

1. What events qualify as force majeure under this contract?
2. Is there catch-all language, or only named events?
3. How quickly must I give notice if a force majeure event occurs?
4. Are payment obligations suspended during force majeure, or only performance?
5. Can either party terminate if the force majeure continues for an extended period?
6. What happens to prepayments or deposits if the contract is terminated due to force majeure?
7. Does the clause apply equally to both parties?

How DecipherDocs Can Help

Upload your contract to DecipherDocs for a free analysis of the force majeure provisions. We'll identify what events are covered, whether the clause is one-sided, and flag any gaps in protection you should address before signing.

DecipherDocs provides educational information about legal documents. This is NOT legal advice. Always consult a qualified attorney before making legal decisions. Read our full disclaimer.