Before 2020, most business owners had never heard the phrase “force majeure.” After a series of global disruptions, supply chain failures, and regulatory shutdowns, it became one of the most litigated contract provisions in modern commercial law. If your contracts don’t have a carefully drafted force majeure clause, your business may be exposed in ways you’ve never considered.

What Is Force Majeure?

Force majeure (French for “superior force”) is a contract clause that excuses a party from performance when an extraordinary event beyond their control prevents them from fulfilling their obligations. Classic examples include natural disasters, wars, government-mandated shutdowns, and pandemics.

What Force Majeure Does NOT Cover

Force majeure is not a general escape hatch. Courts interpret these clauses narrowly, and a party claiming force majeure must demonstrate that the event was unforeseeable, outside their control, and directly caused the failure to perform. Economic hardship, market downturns, and supply chain inefficiencies generally do not qualify — unless specifically enumerated in the clause.

Key Drafting Considerations

A well-drafted force majeure clause should specify which events trigger it (using both a list and a catch-all), define the notice requirements when a party invokes the clause, address how long performance can be suspended before either party can terminate, and clarify whether non-performance is excused or merely delayed.

The broader the clause, the more protection it offers the invoking party — but broad clauses are harder to negotiate. The narrower the clause, the more predictability you have, but the less protection in unusual circumstances.

Review Your Contracts Now

Force majeure provisions are often boilerplate — copied from template agreements with no thought given to the specific business context. If your vendor, supplier, or service contracts were drafted from a generic template, the force majeure language may be dangerously inadequate. Contact BoxContract to have your key contracts reviewed before the next disruption tests them.