Business Law · Haute Lawyer Network
What Is a Force Majeure Clause in a Contract?
Last reviewed: June 2026
A force majeure clause is a contract provision that excuses one or both parties from performing their contractual obligations when extraordinary, unforeseeable events — beyond the parties' control — make performance impossible, impractical, or frustrating. The term comes from French law meaning "superior force."
Force majeure clauses are common in commercial contracts — real estate leases, construction contracts, supply agreements, and service contracts.
The clause typically lists specific triggering events — natural disasters, war, government actions, pandemics, labor strikes — and specifies the consequences: suspension of obligations, extension of deadlines, or in some cases termination of the contract.
Courts interpret force majeure clauses narrowly — the invoking party must show that the specific event falls within the clause's listed events and that the event actually prevented performance.
Frequently Asked Questions
Does a force majeure clause cover financial difficulty?
Generally no. Economic hardship, market changes, and financial inability to perform are not typically force majeure events — they are business risks the parties are expected to have allocated through the contract.
Did COVID-19 qualify as a force majeure event?
Courts reached mixed results. Businesses that could point to specific pandemic-related government orders preventing performance had stronger claims than those simply arguing economic difficulty. The outcome depended heavily on the specific clause language and the jurisdiction.
What is the difference between force majeure and frustration of purpose?
Force majeure is a contractual doctrine — it applies only if the contract contains a force majeure clause. Frustration of purpose and impossibility are common law doctrines that may excuse performance even without a contractual clause, when the purpose of the contract has been fundamentally destroyed by an unforeseen event.
Must a party give notice to invoke force majeure?
Most force majeure clauses require prompt written notice of the claiming party's intent to invoke the clause. Failure to provide timely notice can waive the right to invoke force majeure.
Can a party invoke force majeure if performance is merely more difficult or expensive?
Generally no. Force majeure typically requires impossibility or impracticability — not mere increased difficulty or cost. Courts look for whether performance was truly prevented, not just made harder.
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