What is it?
Force majeure is a contractual clause that governs the allocation of risk for unforeseeable, disruptive events.
force majeure
UCC / CommercialLegal glossary term
Quick answer
FORCE MAJEURE usually means a contract excuse for performance when an extraordinary event occurs. In contracts, it matters because it can shield a party from breach liability. Before signing, check the event list, notice requirements, and any carve‑outs.
Definitions
What is force majeure?
Legal Definition
A contract clause that excuses performance when an extraordinary event beyond a party's control makes performance impossible or impracticable. It suspends or terminates obligations without liability, provided the event falls within the enumerated or implied triggers. Courts often scrutinize the foreseeability and forcefulness of the event.
Plain-English Translation
Imagine you have a hall pass that only works if the school bus breaks down; when the bus crashes, you’re allowed to skip class without getting in trouble.
Contract relevance
Why force majeure matters in contracts
Misapplying the clause can leave a party liable for breach and expose them to damages; the party seeking relief bears the burden of proving the event qualifies.
Document context
Where force majeure appears in documents
| Document type | Section | Why it matters |
|---|---|---|
| Supply agreement | Force Majeure clause | Limits liability for disruptions |
| Construction contract | Article 7 | Allows suspension of work |
| ISDA Master Agreement | Section 2(b) | Governs extraordinary market events |
| Loan agreement | Default provisions | May excuse payment defaults |
Contract language
Common contract wording
| Contract wording | Plain-English meaning | What to check |
|---|---|---|
| "Neither party shall be liable for any delay caused by force majeure" | Excuses delays caused by extraordinary events | Verify what events are covered |
| "Performance shall be suspended for the duration of the force majeure event" | Stops obligations while event lasts | Confirm suspension vs termination language |
| "The affected party must notify the other within ten days" | Sets notice deadline | Check timing and proof requirements |
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
Identify which events are enumerated versus catch‑all language
2
Confirm the required notice period and method of delivery
3
Determine whether suspension or termination is triggered
4
Check for carve‑outs that exclude specific events like strikes
5
Verify the burden of proof rests on the invoking party
6
Ensure any required mitigation obligations are stated
Party impact
How force majeure affects each party
| Party | What this party should check |
|---|---|
| Seller | Review event list to ensure coverage of supply chain risks |
| Buyer | Assess whether payment obligations may be suspended |
| Contractor | Confirm ability to stop work without breach |
| Owner | Understand potential project delays and cost impacts |
Comparison
force majeure vs similar terms
| Related term | Plain meaning | Main difference from force majeure |
|---|---|---|
| Act of God | Natural disaster beyond human control | Force majeure may also include human‑made events |
| Impossibility doctrine | Judicial doctrine that discharges duties | Force majeure is contract‑based and can be broader |
| Hardship provision | Allows renegotiation when performance becomes excessively burdensome | Does not automatically excuse performance |
Missing or vague
If force majeure is missing or vague
Without a clear force majeure clause, parties often argue over whether a pandemic qualifies, leading to costly litigation. Ambiguity about notice deadlines can cause missed communications, turning a temporary suspension into a breach. Vague event definitions allow courts to impose their own standards, which may not match business expectations.
The result is unpredictable liability and possible loss of revenue for both sides.
Document map
Document section map
| Contract section | What to inspect |
|---|---|
| Definitions | Identify the term and any listed events |
| Force Majeure | Review the full clause language |
| Notice Requirements | Locate timing and method provisions |
| Termination | See if the clause triggers termination rights |
| Mitigation | Check obligations to reduce impact |
Visual model
Understand force majeure fast
An explainer image has not been generated for this term yet.
01
Landlord cancels rent collection after a hurricane destroys the building, tenant owes no rent for the damaged months.
02
Borrower invokes force majeure when a government freeze prevents loan disbursement, lender postpones repayment schedule.
03
Franchisor suspends supply deliveries after a port strike, franchisee receives no penalty for missing inventory deadlines.
Document context
How force majeure shows up in legal documents
Why does it matter?
Misapplying the clause can leave a party liable for breach and expose them to damages; the party seeking relief bears the burden of proving the event qualifies.
When does it matter?
When a natural disaster, war, or government embargo occurs, the clause can be invoked immediately and must be notified within the contract’s notice period, often ten days.
Where is it usually seen?
Standard in UCC § 2-613, ISDA Master Agreements, and construction contracts under AIA documents.
Who is affected?
The seller may be excused from delivering goods, while the buyer avoids paying penalties; the contractor can halt work without breach, but the owner risks project delays.
How does it work?
First, the affected party sends a written notice describing the event and its impact. Then, the party provides supporting documentation within the contractual notice window. Finally, both sides assess whether performance is truly impossible or merely delayed, and adjust obligations accordingly.
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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...
Open on Wikipedia →Knowledge graph
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.
Glossary
Use Cases
Purchase Order (PO)
Finance & Sales: A purchase order is a contract. Its terms govern your delivery, payment, and liability.
NDA
Legal & Corporate: Signing an NDA is easy. Understanding what you just agreed never to say is harder.
Project Roadmap
Project Management: A roadmap without accountability is just a wish list.
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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