What is it?
This term functions primarily as a contractual clause type that governs the doctrine of impossibility or impracticability regarding specific agreed-upon duties.
majeure
UCC / CommercialLegal glossary term
Quick answer
Force majeure usually means an unforeseeable event excusing contract performance. In contracts, it matters because it shields you from breach liability when things go wrong. Before signing, check if 'pandemic' or 'supply chain failure' is explicitly listed.
Definitions
What is majeure?
Legal Definition
A force majeure clause describes unforeseeable circumstances that excuse a party's non-performance under a contract. When such an event occurs, it legally suspends or terminates contractual obligations, relieving the affected signer from immediate breach liability. Most contracts specify what qualifies as 'force majeure,' often requiring the event to be unavoidable and outside the parties' control.
Plain-English Translation
It acts like a hall pass for your promise slip; if something huge prevents you from showing up on time, this clause lets you skip out without getting in trouble. It excuses performance when things get crazy.
Contract relevance
Why majeure matters in contracts
Ignoring a valid force majeure event exposes the non-performing party to breach of contract damages, which the other side can sue for. The risk rests squarely on the party unable to perform.
Document context
Where majeure appears in documents
| Document type | Section | Why it matters |
|---|---|---|
| Commercial Contract | Force Majeure Clause | Determines which party escapes performance obligations under unforeseen circumstances. |
Contract language
Common contract wording
| Contract wording | Plain-English meaning | What to check |
|---|---|---|
| Acts of God and other causes beyond reasonable control | Unforeseeable disasters or events outside your command | Ensure the list covers modern risks like cyberattacks. |
Red flags
Red flags to watch for
Wording examples
Clearer wording examples
Vague wording
Event beyond reasonable control
Clearer wording
Unpredictable events that prevent performance, like war or extreme weather.
Vague wording
Solely caused by unforeseeable circumstances
Clearer wording
The event must be the direct cause; minor operational hiccups don't count unless specified.
Note: “clearer” means easier to read — not legally reviewed or guaranteed safe.
Pre-signature checklist
What to check before signing
1
Is the list of events exhaustive?
2
Does it include 'pandemic' or 'epidemic'?
3
Are there specific procedures for claiming relief?
4
Does it specify notice requirements?
5
Does it cover supply chain disruption?
Party impact
How majeure affects each party
| Party | What this party should check |
|---|---|
| Seller | Verify what types of delays excuse their delivery deadlines. |
| Buyer | Confirm that force majeure excuses your payment obligation, not just receiving goods. |
| Service Provider | Ensure the clause applies even if the delay is due to a third-party vendor failure. |
Comparison
majeure vs similar terms
| Related term | Plain meaning | Main difference from majeure |
|---|---|---|
| Impossibility/Impracticability | Performance becomes objectively impossible or commercially senseless. | Force majeure implies impossibility; it covers situations that are merely extremely difficult or expensive (like huge price spikes). |
| Frustration of Purpose | The core reason for the contract vanishes, even if performance is technically possible. | Majeure excuses non-performance due to external shocks; Frustration excuses because the *goal* changed. |
Missing or vague
If majeure is missing or vague
If force majeure is not defined, courts often apply common law standards, which can be unpredictable.
This means a simple event like a major strike might be deemed too minor to excuse performance.
Furthermore, without clear language, parties fight over whether the event was truly 'unforeseeable' or simply inconvenient.
Document map
Document section map
| Contract section | What to inspect |
|---|---|
| Definitions | Look for how the clause is titled and defined. |
| Performance/Obligations Section | Check what happens when a party cannot meet their scheduled duties. |
| Termination Clause | See if force majeure grants the right to terminate early, rather than just suspend performance. |
Visual model
Understand majeure fast
An explainer image has not been generated for this term yet.
01
Landlord, due to a sudden city-wide flood, suspends rent collection for 30 days under the clause.
02
Borrower, facing an unexpected federal regulatory halt on construction permits, is excused from making monthly principal payments.
03
Franchisor, when struck by a localized labor strike, invokes force majeure to void its requirement for immediate product delivery.
Document context
How majeure shows up in legal documents
Why does it matter?
Ignoring a valid force majeure event exposes the non-performing party to breach of contract damages, which the other side can sue for. The risk rests squarely on the party unable to perform.
When does it matter?
It triggers when an extraordinary event occurs—like a declared natural disaster or government shutdown—that prevents performance; this must happen before the contractual deadline passes.
Where is it usually seen?
You find force majeure language in nearly all commercial contracts, especially those governed by UCC Article 2 sales agreements and complex service level agreements (SLAs).
Who is affected?
The obligor (the one who promised to do something) gains relief from liability. Conversely, the non-performing party risks being deemed in default if they fail to invoke the clause correctly.
How does it work?
First, a qualifying event must happen, which is defined by the contract itself. Then, the affected party must formally notify the counterparty within a set timeframe, usually 10 days. Finally, the parties either suspend duties or terminate the agreement entirely based on the severity of the disruption.
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Wikipedia
Majeure
Majeure is an American space rock and kraut rock outlet for the Pittsburgh-based musician Anthony E. Paterra. He has released four studio albums, two collaborations, an EP and a remix EP. As Majeure, Paterra has performed live internationally.
Open on Wikipedia →Knowledge graph
Where 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.
9nodes
Glossaryliabilityliability often shapes similar contract language wording, negotiation leverage, and the plain-English meaning of the clause around...Glossaryagreementagreement often shapes similar contract language wording, negotiation leverage, and the plain-English meaning of the clause around...Glossarycircumstancecircumstance often shapes similar contract language wording, negotiation leverage, and the plain-English meaning of the clause arou...
BGRisk context hubGlossary meaning, document paths, and adjacent risk pages connected around this clause.
Use caseNDALegal & Corporate: Signing an NDA is easy. Understanding what you just agreed never to say is harder.Use caseAnalyze Service AgreementBusiness & Commercial Contracts: Analyze a Service Agreement online and spot risky wording fast.Use caseScan Service Contract For RisksBusiness & Commercial Contracts: Scan a Service Agreement for red flags before you sign.RiskFinancial liability in contractsPlain-English risk guide for financial liability in contracts.RiskLate payment clause in freelance contractsPlain-English risk guide for late payment clause in freelance contracts.RiskPenalty for breach clausePlain-English risk guide for penalty for breach clause.
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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