Force Majeure Contract Clause Explained
Contracts exist to ensure all parties fulfil their obligations. But sometimes, unexpected events make it impossible to do so. In such cases, a force majeure clause provides essential legal protection.
In this guide, we explore what a force majeure clause is, what it includes, how it works under UK contract law, and how businesses can draft, invoke, and defend against force majeure claims.
What is force majeure?
Force majeure is a legal concept that excuses one or more parties from fulfilling contractual obligations when extraordinary, unforeseeable events occur. These events must be beyond the control of the affected party and make contractual performance impossible or impractical.
Under UK contract law, force majeure is not an implied right. It must be explicitly stated in the contract to be enforceable. This means, if a contract does not include a force majeure provision, the parties must rely on other legal doctrines, such as frustration.
Force majeure clause exampleA typical force majeure clause in a contract might read:
“Neither party shall breach the agreement or be liable for any failure or delay in performing its obligations if such failure or delay is due to an event beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, or power failures. The affected party must notify the other party as soon as reasonably feasible and take all reasonable steps to mitigate the impact. If the force majeure event continues for more than 90 days, either party may terminate the agreement upon written notice.”
The difference between force majeure and frustration
Both force majeure and frustration address situations where performance of a contract becomes challenging or impossible due to unforeseen events. However, they differ in key ways:
| Force majeure | Frustration | |
| Definition | A contractual provision that makes performance difficult, likely to be delayed, or impossible due to extraordinary events. | A fundamental rule of law that applies when an unforeseen event makes contract performance impossible or radically different. |
| Implementation | Requires contractual clause. | Triggered by the unforeseen event – even if no clause exists. |
| Impact | Can suspend, defer or end contractual obligations during the affected period (depending on clause wording). Typically excuse a party from liability. | Terminates the contract with parties typically required to bear their own losses. |
If a contract includes a force majeure clause, it takes precedence over the doctrine of frustration.
In most cases, force majeure is preferable because it allows parties to negotiate and manage the contract’s response to disruptive events, rather than terminating it outright. Frustration, on the other hand, leads to automatic termination, which may not be the preferred resolution for all parties involved.
Effect of invoking force majeure
- Delayed: Obligations may be performed but at a later date than contractually agreed.
- Suspended: Activities may be paused during the event.
- Terminated: The contract may allow for termination if the disruption continues for an extended period, making it impossible or impractical to comply.
6 Force majeure examples
Force majeure can apply to various events, each with different legal and practical implications. Here are some examples of extraordinary circumstances commonly listed in force majeure contracts:
Natural disasters (e.g., earthquakes, floods, hurricanes)
If a supplier’s factory is destroyed by a flood, making it impossible to fulfil orders, force majeure could suspend or terminate the contract.
Pandemics and health crises
The COVID-19 pandemic led to widespread disruptions, with many businesses unable to operate due to lockdowns. Contracts with a clear force majeure clause covering pandemics allowed parties to delay or suspend obligations.
Government actions and sanctions
Force majeure typically does not cover increased costs. However, if new trade sanctions or tariffs prohibit transactions between parties – or lead to significant and unforeseen cost increases – force majeure might (depending on the contract’s wording) be invoked to excuse performance.
Top Tip: With trade policies and economic measures continually evolving, businesses are advised to review their force majeure clauses to account for potential risks such as increased tariffs.
Cyberattacks and technological failures
If a critical IT system is crippled by a cyberattack, preventing contractual obligations, a force majeure clause covering technological disruptions could apply.
Given the increasing reliance on digital infrastructure, many modern contracts now include references to hacking, ransomware attacks, data breaches, or system failures as potential force majeure events. However, the applicability of force majeure may be challenged if the affected party failed to implement reasonable security measures to prevent such an incident.
Strikes
A nationwide transport strike preventing the delivery of goods could qualify as force majeure if listed in the contract. Generally, a strike by a company’s own employees is not considered a force majeure event unless the clause expressly includes it.
War and civil unrest
A company operating in a war-torn region may be unable to continue operations. Contractual obligations may be suspended or terminated if war is listed as a force majeure event.
Implied force majeure events
While many contracts specify particular events, some force majeure clauses include implied events using “sweep-up” language to cover unforeseen circumstances not explicitly listed.
For instance, a pandemic like COVID-19 might be considered a force majeure event even if “pandemic” is not explicitly stated, especially if the clause includes references to “government-imposed restrictions.”
However, the broader the wording, the higher the risk of interpretation disputes. Each case depends on the specific contract and whether the event directly prevents performance. Clear drafting ensures there is no ambiguity in applying force majeure provisions.
Benefits of a force majeure clause
- Risk response: Ensures parties understand how unexpected events will be handled.
- Legal protection: Shields parties from liability when performance becomes impossible due to events beyond their control.
- Business continuity: Offers flexibility in times of crisis, allowing parties to delay obligations without immediate breach.
- Reduced litigation risk: Prevents disputes over non-performance by clearly outlining procedures for force majeure events.
What is not force majeure?
- Economic hardship: Increased costs or financial losses do not usually constitute force majeure (unless these costs are down to something specified in the clause, e.g. new tariffs that render performance genuinely impossible).
- Foreseeable events: If an event was predictable, it may not qualify.
- Negligence or lack of preparation: A party cannot invoke force majeure if failure to perform was due to poor planning or mismanagement.
How to invoke force majeure
Before initiating a contract dispute, it is essential to carefully evaluate the potential risks, costs, and overall feasibility of legal action. Not every disagreement warrants formal proceedings, and alternative dispute resolution methods may be more beneficial in some cases.
Below are important considerations to keep in mind before taking legal action:
- Strength of case
Before initiating a contract dispute, it is important to evaluate the likelihood of success. Consider whether there is clear evidence of a breach, if the terms of the contract support your position, and whether any mitigating factors could affect the outcome. Seeking legal advice at this stage can help assess the strength of your case and the best course of action. - Costs vs. benefits
Litigating a contract dispute can be expensive and time-consuming. Weigh the potential legal fees, court costs, and time investment against the compensation or resolution you hope to achieve. In some cases, alternative dispute resolution methods, such as mediation, offer a more cost-effective solution. - Time limitations
Contract disputes are subject to statutory time limits, which vary depending on the type of contract and jurisdiction. Acting within the legal timeframe is crucial to avoid losing the right to pursue a claim.For breach of contract claims, the limitation period is six years from the date of the breach (Limitation Act 1980). Consulting a solicitor can help you determine applicable deadlines and ensure compliance with legal requirements. - Impact on business operations
Engaging in a contract dispute can affect business operations, relationships, and reputation. Consider whether pursuing legal action may disrupt your business activities, damage partnerships, or create negative publicity. Evaluating these risks will help you decide whether to proceed or seek an alternative resolution. - Enforceability of outcome
Even if you win a contract dispute, enforcing a judgment or settlement can sometimes be challenging. Consider whether the opposing party has the financial resources to pay damages or comply with the ruling. If enforcement is unlikely, seeking an alternative dispute resolution method may be a more pragmatic approach.
How to challenge a force majeure claim
Not all force majeure claims will be valid. Challenging a force majeure claim requires careful analysis of the event, the contract terms, and whether reasonable steps were taken to mitigate the impact.
To challenge force majeure, you should:
Assess whether the event qualifies
The first step in challenging a force majeure claim is to determine whether the event cited qualifies under the contract’s force majeure clause. If the event is not listed or does not fall under the general definition of force majeure as stated in the agreement, the claim may not be valid.
Determine if performance was genuinely impossible
Another key factor in assessing a force majeure claim is whether the event made performance genuinely impossible or merely more difficult or expensive. Increased costs, logistical challenges, or economic hardship do not typically qualify as force majeure.
Evaluate mitigation efforts
Under contract law, a party must take reasonable steps to minimise disruption and continue performance where possible. If the claiming party failed to explore alternative solutions or did not act promptly to reduce the damage, their force majeure claim may be contested.
Drafting a force majeure contract clause
A well-crafted clause should balance flexibility with precision, ensuring it covers a wide range of unforeseen events while providing clear guidelines on how to handle force majeure. Businesses must also consider the procedural aspects of invoking force majeure, including notice requirements, mitigation efforts, and termination rights.
What’s included in a force majeure contract clause?
A force majeure clause should be carefully drafted to ensure clarity. While no single template fits all, typical elements include:
- Definition of force majeure events: A list of events that qualify as force majeure, such as natural disasters, wars, pandemics, government actions, and industrial strikes.
- Notice requirements: Specifics about how and when the affected party must inform the other party of a force majeure event.
- Effect on obligations: Clarification on whether obligations will be suspended, delayed, or entirely discharged.
- Duty to mitigate: A requirement to ensure parties take reasonable steps to minimise the impact of any force majeure events.
- Termination rights: Details on whether the contract can be terminated if the event continues for a prolonged period.
A word of warning
Courts tend to apply a strict interpretation, meaning if an event is not explicitly listed within the scope of the clause, it may not be accepted as force majeure. Clarity in contract wording is essential.
Example of a high-profile force majeure dispute
In 2024, the UK Supreme Court ruled on a force majeure dispute between RTI Ltd and Mur Shipping. The contract required payments in US dollars, but US sanctions made this difficult. RTI offered to pay in euros, but Mur Shipping refused and invoked force majeure.
In a case that went all the way to the Supreme Court, the court found in favour of Mur, stating that, while RTI’s suggested solution was pragmatic, as the contract did not allow for flexibility, the parties must stick to the agreed terms. This case highlights the importance of clear contract wording in force majeure situations.
Force majeure - FAQS
Below are some FAQs our contract disputes solicitors have been asked about force majeure clauses and force majeure disputes.
Force majeure is a French term meaning “superior force.” In legal terms, it refers to unexpected and extraordinary events that prevent a party from fulfilling its contractual obligations. These events must be beyond the party’s control and unforeseeable at the time of contract formation.
Force majeure lasts as long as the event continues to prevent contractual performance. Some contracts specify a time limit (e.g., 60 or 90 days), after which termination may be an option.
When force majeure is validly invoked, both parties’ obligations are typically suspended for the duration of the event. Once the event concludes, contractual obligations usually resume unless the contract allows for termination due to prolonged disruption.
If a contract lacks a force majeure provision, affected parties may rely on the legal doctrine of frustration. However, frustration applies only when performance is impossible, not merely difficult or costly.
Yes, but enforceability depends on:
- Whether the event falls within the defined force majeure scope.
- The specific wording of the clause.
- Whether the affected party followed proper notification and mitigation procedures.
No, under UK contract law, force majeure cannot be implied. It must be expressly included in the contract. If no such clause exists, parties must seek relief under frustration or other legal principles.
Contact our contract dispute solicitors today
Force majeure disputes can be complex. Whether you want to draft or enforce a force majeure clause, challenge a claim, or resolve a contractual disagreement, our contract dispute lawyers will help you achieve a favourable outcome.
If you need legal assistance with a potential or current force majeure dispute, contact our litigation solicitors today to explore your legal options. Please call us on 020 7467 3980 or complete our online enquiry form to discuss how we can help.