Contract Clause Guide

Force Majeure Clauses: What They Cover and What They Don't

A force majeure clause excuses one or both parties from performing their contractual obligations when an extraordinary event beyond their control makes performance impossible or impracticable. The COVID-19 pandemic demonstrated why every well-drafted contract should have one. Without a force majeure clause, businesses may be on the hook for performance deadlines they cannot meet because of events no one anticipated.

Last updated: July 11, 2026 · Reading time: 7 min read
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What Force Majeure Actually Means

Force majeure — French for "superior force" — is a contractual provision that excuses performance when an extraordinary event beyond the parties' control makes performance impossible, illegal, or commercially impracticable. The clause typically lists specific triggering events (natural disasters, war, government action, pandemics) and specifies the consequences: suspension of obligations, extension of deadlines, or termination after a prolonged inability to perform. Our MSA generator includes modern force majeure language that covers pandemic, supply chain, and cyber events.

Common law vs. civil law: In civil law countries (much of Europe, Latin America, Asia), force majeure is implied by statute — contracts are excused by certain events even without a clause. In common law countries (US, UK, Canada), there is no implied force majeure defense. Without an explicit clause, businesses may be liable for non-performance even when an unforeseeable event made it impossible.

Events That Typically Trigger Force Majeure

What Force Majeure Does Not Excuse

Force majeure is a narrow defense. It does not cover every business difficulty, and courts interpret force majeure clauses strictly. When the dispute escalates beyond force majeure into a contested breach, see our breach of contract remedies guide for the next steps. Common exclusions and limitations:

Frequently Asked Questions

Does force majeure cover pandemics?
It depends on the contract. Older contracts drafted before 2020 often do not explicitly list pandemics as a force majeure event, leading to litigation over whether COVID-19 triggered the clause. Most modern contracts added "epidemic," "pandemic," and "governmental responses to public health emergencies" to the list of triggering events. The trend is strongly toward explicit pandemic language.
Can a force majeure clause terminate a contract?
Yes, but typically only after a sustained inability to perform. Most contracts specify that force majeure suspends obligations for a defined period (often 30 to 90 days). If the event continues beyond a longer period (often 120 to 180 days), either party can terminate the contract without liability. The specific mechanics vary by contract and should be reviewed carefully.
Do I need a force majeure clause in every contract?
Yes — or at least, you should consider it. Even short-term contracts and small-dollar agreements benefit from a force majeure clause because the cost of one is trivial and the cost of being unable to perform without one can be the entire contract value. For longer, more complex agreements, force majeure clauses are essential.

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