Force majeure clauses: what happens when the unexpected strikes

A force majeure clause excuses one or both parties from performing their contractual obligations when extraordinary events beyond their control make performance impossible or impractical. After the COVID-19 pandemic, these clauses became some of the most scrutinised in contract law.

What typically counts as force majeure

Natural disasters (earthquakes, floods, hurricanes), war and terrorism, epidemics and pandemics, government actions (sanctions, embargoes, lockdowns), strikes and labour disputes. The specific events covered depend entirely on the contract language — there is no universal definition.

What usually does not count

Economic hardship, market downturns, price increases, difficulty in performance (as opposed to impossibility), and foreseeable events that could have been planned for. A general economic recession is almost never force majeure.

The critical details

Check whether the clause lists specific events (a "closed list") or includes catch-all language like "any event beyond reasonable control." Check the notification requirements — most clauses require prompt written notice. Check whether force majeure suspends obligations or terminates the contract entirely. Check whether there is a long-stop date — a point after which either party can terminate if the force majeure continues.

If your contract has no force majeure clause

In common law jurisdictions (UK, US), the doctrine of frustration may apply but is much narrower than force majeure. In civil law jurisdictions (France, Germany), statutory provisions may provide relief. In France, Article 1218 of the Code civil defines force majeure and applies even without a contractual clause.