What is it?
An extraordinary clause is a contractual clause type that governs excuse of performance due to unforeseen, high‑impact events.
extraordinary
Contract LawLegal glossary term
Quick answer
EXTRAORDINARY usually means a clause that excuses performance due to unexpected, high‑impact events. In contracts, it matters because it can shield parties from breach liability. Before signing, check the event definition and notice requirements.
Definitions
What is extraordinary?
Legal Definition
When a contract contains an extraordinary provision, it activates rights that differ from ordinary performance obligations. It allows either side to suspend, renegotiate, or end the deal if events beyond their control—like war, a pandemic, or a government shutdown—occur. The clause typically demands written notice within a set number of days.
Plain-English Translation
Think of a hall pass that lets a student skip class when the school unexpectedly closes; the pass works only because the closure was out of anyone's control.
Contract relevance
Why extraordinary matters in contracts
Ignoring the clause can turn a force‑majeure event into a breach, leaving the party who fails to invoke it liable for damages.
Document context
Where extraordinary appears in documents
| Document type | Section | Why it matters |
|---|---|---|
| Construction contract | Force Majeure Section | Defines qualifying events and notice timeline |
| Commercial loan agreement | Default & Remedies | Allows payment suspension on extraordinary events |
| ISDA Master Agreement | Tax and Legal Provisions | Provides for termination on extraordinary regulatory changes |
| Commercial lease | Rent Abatement Clause | Grants rent relief if premises become unusable |
Contract language
Common contract wording
| Contract wording | Plain-English meaning | What to check |
|---|---|---|
| "In the event of extraordinary circumstances..." | Allows suspension of obligations | Verify scope of events |
| "If a force majeure event occurs, the parties shall be excused..." | Excuses performance | Check notice period |
| "Extraordinary events shall include war, terrorism, or natural disaster." | Lists examples | Ensure list matches business risks |
Red flags
Red flags to watch for
Wording examples
Clearer wording examples
Vague wording
"Extraordinary circumstances"
Clearer wording
"Any event beyond the reasonable control of the parties, including war, terrorism, pandemic, or natural disaster"
Vague wording
"Termination rights"
Clearer wording
"Either party may terminate upon written notice if the event prevents performance for more than 30 days"
Note: “clearer” means easier to read — not legally reviewed or guaranteed safe.
Pre-signature checklist
What to check before signing
1
Confirm the list of qualifying extraordinary events matches your risk profile
2
Identify the required notice period and method of delivery
3
Determine whether both parties can terminate or only suspend performance
4
Check if the clause requires mitigation efforts during the event
5
Verify any caps on the duration of suspension
6
Ensure the clause is not limited to a single event type
Party impact
How extraordinary affects each party
| Party | What this party should check |
|---|---|
| Lender | Review whether payment deferral triggers default under other covenants |
| Borrower | Ensure ability to provide required notice and documentation |
| Contractor | Assess impact on project timeline and liquidated damages |
| Franchisee | Understand rent or royalty abatement triggers |
Comparison
extraordinary vs similar terms
| Related term | Plain meaning | Main difference from extraordinary |
|---|---|---|
| Force majeure | Broad excuse for performance | Includes extraordinary but may also cover less severe events |
| Act of God | Natural event only | Subset of extraordinary events, excludes human‑caused disruptions |
| Material breach | Failure to perform | Opposite effect; extraordinary aims to avoid breach liability |
Missing or vague
If extraordinary is missing or vague
Without a clear extraordinary clause, parties dispute whether a pandemic qualifies as an excuse.
One side may claim breach while the other asserts performance was impossible.
Courts will then interpret the contract under default rules, often imposing damages on the party that could not prove impossibility.
Ambiguity also fuels litigation costs and delays.
Document map
Document section map
| Contract section | What to inspect |
|---|---|
| Definitions | Look for the definition of "extraordinary" or "force majeure" |
| Force Majeure | Verify event list, notice requirements, and remedies |
| Termination | Check if extraordinary events trigger termination rights |
| Payment | Ensure suspension or abatement provisions are clearly tied to the clause |
Visual model
Understand extraordinary fast
An explainer image has not been generated for this term yet.
01
Landlord notices a hurricane destroys the building and invokes the extraordinary clause to suspend rent collection.
02
Borrower experiences a government export ban and uses the extraordinary provision to defer loan payments for six months.
03
Franchisor declares a pandemic as extraordinary, allowing franchisees to pause royalty payments until operations resume.
Document context
How extraordinary shows up in legal documents
Why does it matter?
Ignoring the clause can turn a force‑majeure event into a breach, leaving the party who fails to invoke it liable for damages.
When does it matter?
When a qualifying force‑majeure event occurs, the affected party must notify the other within the period specified in the contract, often ten days.
Where is it usually seen?
Standard in construction contracts, loan agreements, ISDA master agreements, and commercial lease agreements.
Who is affected?
Lender gains the right to defer repayment; borrower can pause obligations; contractor may halt work without penalty.
How does it work?
First, the impacted party identifies a qualifying event. Then, it sends written notice to the counterparty within the contractual deadline. Finally, the parties either suspend performance or negotiate termination per the clause terms.
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Wikipedia
External reference for extraordinary
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Where extraordinary 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.
Glossary
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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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