What is it?
It functions as an equitable defense within contract law, controlling whether performance has been excused or merely delayed under specific contractual stipulations.
force majeure
UCC / CommercialLegal glossary term
Quick answer
Force majeure usually means an unforeseeable event excuses a party from failing to meet contract deadlines. In contracts, it matters because it shields you from liability when things go wrong outside your control. Before signing, check if the clause specifically lists what qualifies as 'extraordinary.'
Definitions
What is force majeure?
Legal Definition
Force majeure describes an extraordinary event that prevents a party from fulfilling its contractual obligations, making performance legally impossible or commercially impracticable. This clause grants the affected party relief from strict liability for breach when such unforeseen circumstances occur. Courts scrutinize these provisions to determine if the event was truly unforeseeable or merely difficult to manage.
Plain-English Translation
Force majeure is like getting a hall pass because of a sudden thunderstorm. It excuses you from doing your chores even though you promised them, provided the storm wasn't just a drizzle.
Contract relevance
Why force majeure matters in contracts
Ignoring this provision risks being found in breach and liable for damages by the non-performing party. The risk of excuse generally falls upon the obligor whose duty is impacted.
Document context
Where force majeure appears in documents
| Document type | Section | Why it matters |
|---|---|---|
| Commercial Contracts | Operative Clauses (e.g., Section 10) | Determines which party gets relief for breach. |
| Lease Agreements | Contingency/Excused Performance Sections | Protects the tenant or landlord from non-performance due to disaster. |
| Government Procurement Docs | Scope of Work Addenda | Dictates when a contractor can claim an event prevents timely delivery to the government. |
| Supply Chain Contracts | Risk Allocation Clauses | Defines who bears the burden when raw material shortages occur unexpectedly. |
Contract language
Common contract wording
| Contract wording | Plain-English meaning | What to check |
|---|---|---|
| Acts of God, war, or governmental decree | Unforeseen catastrophes or official mandates | Ensure your specific business risks (like pandemics) are listed. |
| Impossibility or commercial impracticability | Performance is literally impossible or ridiculously expensive/difficult to perform | Clarify the threshold: Is it impossible, or just very hard? |
| Force Majeure Event | A triggering event recognized by the contract | Confirm if this definition covers things like supply chain shutdowns. |
Red flags
Red flags to watch for
Wording examples
Clearer wording examples
Vague wording
"Force majeure event"
Clearer wording
"Event of force majeure as listed in Exhibit A"
Vague wording
"Delay caused by any cause"
Clearer wording
"Delay caused by a qualifying force majeure event"
Note: “clearer” means easier to read — not legally reviewed or guaranteed safe.
Pre-signature checklist
What to check before signing
1
Does it list specific events relevant to your industry?
2
What is the required notice period for invoking the clause?
3
Does it require the affected party to 'mitigate' damages first?
4
Is there a defined time limit before termination rights kick in?
5
Does it distinguish between impossibility and mere impracticability?
6
Who bears the cost of recovery (e.g., insurance deductibles)?
7
What happens if multiple events occur simultaneously?
Party impact
How force majeure affects each party
| Party | What this party should check |
|---|---|
| Seller/Provider | Must prove the event occurred, was unforeseeable, and directly prevented performance. |
| Buyer/Client | Needs to ensure the Seller's claimed event is substantial enough to justify relief (not just minor delays). |
| Both Parties | Should confirm that invoking force majeure suspends obligations rather than immediately terminating them. |
Comparison
force majeure vs similar terms
| Related term | Plain meaning | Main difference from force majeure |
|---|---|---|
| Act of God | Typically refers only to natural events (earthquakes, hurricanes), whereas FM covers human/economic issues too. | FM is broader; 'Act of God' is a subset. |
| Impossibility | Performance literally cannot happen (e.g., the factory burned down). | Force Majeure includes this, but also impracticability (performance is possible but commercially ruinous). |
| Frustration of Purpose | The core reason for entering the contract vanishes, even if performance is technically possible (e.g., a party hires you to paint their mansion, but they sell it as a museum instead). | FM focuses on *preventing* performance; Frustration focuses on destroying the *value* of performance. |
Missing or vague
If force majeure is missing or vague
If force majeure is undefined, courts default to common law principles—which can be unpredictable. You might find that minor supply chain delays are deemed a breach when you expected them to be covered. Further disputes could arise over whether the event was truly 'unforeseeable' or just a foreseeable business risk. Without clarity, you lack certainty regarding your liability shield.
Document map
Document section map
| Contract section | What to inspect |
|---|---|
| Definitions | Look for how the term is defined (e.g., listing specific events). |
| Performance/Obligations | See where it states performance 'shall be excused' due to an event. |
| Termination Clause | Check if invoking FM triggers automatic termination or merely suspends duties. |
| Remedies Section | Determine what happens after the force majeure period ends (e.g., renegotiation, damages award). |
Visual model
Understand force majeure fast
An explainer image has not been generated for this term yet.
01
Landlord suffers a burst water main; Landlord invokes force majeure and suspends rent collection for 30 days.
02
Borrower faces a sudden, government-mandated trade embargo; Borrower cites force majeure to avoid default on loan payments.
03
Franchisor experiences an unprecedented regional pandemic lockdown; Franchisor uses the clause to excuse minimum royalty obligations.
Document context
How force majeure shows up in legal documents
Why does it matter?
Ignoring this provision risks being found in breach and liable for damages by the non-performing party. The risk of excuse generally falls upon the obligor whose duty is impacted.
When does it matter?
The clause triggers when a specified event—like a natural disaster or war declaration—occurs, or sometimes when an impossibility arises mid-performance period.
Where is it usually seen?
You find force majeure clauses commonly in commercial contracts, such as Purchase Orders, Service Agreements, and within the boilerplate language of UCC sales agreements.
Who is affected?
The obligor (the party failing to perform) gains relief from penalties. Conversely, the non-performing creditor risks having their claim reduced or suspended until the event passes.
How does it work?
First, an qualifying event must occur that meets the contract's definition. Then, the affected party must notify the other side promptly. Within a specified period (e.g., 10 days), they must demonstrate the event directly prevents performance.
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Wikipedia
Force majeure
In contract law, force majeure ( FORSS mə-ZHUR; French: [fɔʁs maʒœʁ]) is a common clause in contracts which essentially frees both parties from liability or obligation when an extraordinary event or circumstance beyond the control of the parties, such as a...
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Where force majeure connects to real contract work
This layer links the term to nearby glossary entries, document use cases, and contract-risk guides so readers can move from definition to context without dead ends.
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BGRisk context hubGlossary meaning, document paths, and adjacent risk pages connected around this clause.
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Source & disclosure
This page is an AI-assisted plain-English explanation based on LexPredict Legal Dictionary context and contract-review patterns. It is not legal advice. Meaning may vary by jurisdiction, industry, and exact clause wording.
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