What is it?
Force majeure is a contractual clause that governs excuse of performance when extraordinary events occur.
majeure
Contract LawLegal glossary term
Quick answer
Force majeure usually means a contract provision that excuses performance when an extraordinary event beyond control occurs. In contracts, it matters because it can shield a party from breach liability. Before signing, check the event definitions and notice requirements.
Definitions
What is majeure?
Legal Definition
A force‑major event—such as a hurricane, strike, or new law—excuses performance under a contract. It gives the affected party the right to suspend or terminate obligations without breach. Most clauses require written notice within a specified number of days.
Plain-English Translation
If you promised to bring cupcakes to school but a snow day shuts the school, you’re off the hook for the promise.
Contract relevance
Why majeure matters in contracts
Ignoring the clause can lead to a breach claim and damages; the non‑performing party bears the risk.
Document context
Where majeure appears in documents
| Document type | Section | Why it matters |
|---|---|---|
| Construction contract | Force Majeure clause | Limits liability for delays |
| Supply agreement | Article 9 | Allows suspension of deliveries |
| Loan agreement | Default provisions | Provides grace if event prevents payment |
| ISDA Master Agreement | Section 2(a)(iii) | Governs termination events |
Contract language
Common contract wording
| Contract wording | Plain-English meaning | What to check |
|---|---|---|
| "Neither party shall be liable for failure to perform due to force majeure" | Excuses performance for both sides | Verify which events qualify |
| "Performance delayed for any cause beyond reasonable control" | Broad language that may be vague | Look for a specific list of events |
| "Party must give notice within ten (10) days of the event" | Sets notice deadline | Confirm the exact number of days |
Red flags
Red flags to watch for
Wording examples
Clearer wording examples
Vague wording
"Force majeure events"
Clearer wording
"Acts of God, war, terrorism, governmental action"
Vague wording
"Party must notify within ten days"
Clearer wording
"Party shall deliver written notice of the event to the other party within ten (10) calendar days"
Note: “clearer” means easier to read — not legally reviewed or guaranteed safe.
Pre-signature checklist
What to check before signing
1
Identify the list of qualifying events
2
Confirm the required notice period and method
3
Determine whether the clause allows suspension, termination, or both
4
Check if economic hardship is excluded
5
Look for any cure or mitigation obligations
6
Verify which party bears the burden of proof
7
Ensure the clause aligns with relevant statutes (e.g., UCC §2‑613)
Party impact
How majeure affects each party
| Party | What this party should check |
|---|---|
| Seller | Ensure the event list covers likely disruptions to supply |
| Buyer | Understand when they can claim damages despite the clause |
| Contractor | Verify notice timeline to avoid breach claims |
| Client | Review whether they can claim refunds if performance is halted |
Comparison
majeure vs similar terms
| Related term | Plain meaning | Main difference from majeure |
|---|---|---|
| Force majeure | Excuse for non‑performance due to extraordinary events | Provides a contractual shield, whereas |
| Material breach | Failure that defeats contract purpose | Leads to termination and damages, not an excuse |
| Act of God | Specific type of force majeure | Limited to natural disasters, not all qualifying events |
Missing or vague
If majeure is missing or vague
Without a defined force‑majeure clause, parties argue over what counts as an excusable event. The dispute often escalates to breach allegations and costly litigation. Courts may interpret the contract strictly, leaving the non‑performing side liable for damages. Ambiguity can also delay project timelines while parties negotiate a resolution.
Document map
Document section map
| Contract section | What to inspect |
|---|---|
| Definitions | Look for the definition of "Force Majeure" or listed events |
| Performance | Check how obligations are suspended or terminated |
| Notice | Verify the required form, timing, and recipient of notice |
| Remedies | See whether the clause permits termination or only delay |
Visual model
Understand majeure fast
An explainer image has not been generated for this term yet.
01
Landlord – a hurricane destroys the building – lease obligations are suspended until repairs are completed.
02
Borrower – a new export ban prevents shipment of goods – loan repayment schedule is postponed.
03
Franchisor – a government lockdown shuts restaurants – franchise fees are waived for the lockdown period.
Document context
How majeure shows up in legal documents
Why does it matter?
Ignoring the clause can lead to a breach claim and damages; the non‑performing party bears the risk.
When does it matter?
When a qualifying event such as an act of God, war, or government order occurs, the clause can be triggered.
Where is it usually seen?
Standard in UCC Article 2 sales contracts, construction agreements, and ISDA master agreements.
Who is affected?
Seller gains protection from liability; buyer risks delayed delivery. Contractor avoids breach; client may face project delay.
How does it work?
First, the affected party notifies the other in writing within the notice period set by the contract. Then, it supplies evidence that the event prevents performance. Finally, the parties may suspend obligations or terminate the agreement as the clause directs.
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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.
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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.
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.
Check Freelancer Agreement Risks
Freelance & Gig Contracts: Check a Freelance / Contractor Agreement for common risks and hidden one-sided clauses.
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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