What Is a Force Majeure Clause? When It Applies (and When It Doesn't)
6 min read · Updated April 2026
A force majeure clause (French for “superior force”) excuses one or both parties from performing their contractual obligations when extraordinary events beyond their control make performance impossible or impractical.
These clauses became widely discussed after COVID-19 triggered a wave of contract disputes — businesses tried to invoke force majeure to excuse non-performance, and courts had to decide whether a pandemic counted. The results were inconsistent, and the lesson was clear: the specific language in your contract matters enormously.
What a force majeure clause looks like
The critical phrase is “including but not limited to” followed by a specific list. If your event isn't on the list and isn't clearly analogous to what is listed, courts often won't apply the clause.
What force majeure typically covers
- ✓Natural disasters (earthquakes, floods, hurricanes, wildfires)
- ✓War, terrorism, or civil unrest
- ✓Government actions (new laws, sanctions, export controls)
- ✓Strikes or labor disputes (sometimes — depends on wording)
- ✓Pandemics and public health emergencies (if explicitly listed)
- ✓Power grid failures or infrastructure collapse
What force majeure typically does NOT cover
- ✗Economic downturns or market changes (your client losing budget doesn't count)
- ✗Supply chain delays that are foreseeable or routine
- ✗Your own financial difficulty or insolvency
- ✗A subcontractor failing (you're still responsible for your obligations)
- ✗Events that make performance more expensive but not impossible
- ✗COVID-19 general disruption (if pandemic isn't explicitly listed)
The COVID-19 lesson: specificity matters
When COVID-19 hit, businesses rushed to invoke force majeure to excuse non-payment and non-delivery. Courts were inconsistent. The key factor in most rulings was whether the specific contract mentioned pandemics, public health emergencies, or government-mandated closures.
Force majeure applied
Contracts that explicitly listed 'pandemic,' 'epidemic,' or 'public health emergency' — courts were more likely to excuse performance.
Force majeure didn't apply
Generic clauses listing only 'acts of God' or 'natural disasters' — courts often held that a pandemic didn't fit the definition, especially if performance was merely more difficult rather than impossible.
Split outcomes
Contracts listing 'government action' or 'government-mandated shutdown' — some courts applied it to lockdown orders, others required proof that the specific closure directly caused the inability to perform.
What to negotiate before you sign
Expand the trigger list
Make sure the clause explicitly includes: pandemic, epidemic, public health emergency, government-mandated closure, cyberattack, and supply chain disruption. Don't rely on catch-all 'including but not limited to' language.
Define what 'beyond reasonable control' means
Add specific criteria: the event must make performance impossible (not just more expensive), and you must have taken reasonable precautions to prevent or mitigate the impact.
Clarify the notice requirement
Most force majeure clauses require prompt notice. Define what 'prompt' means — 5 business days is standard. Missing a notice deadline can waive your right to invoke the clause.
Define what happens next
Does force majeure suspend the contract? Terminate it? Who bears the costs of demobilization? Negotiate: (1) obligations are suspended for up to X days, (2) if the event continues beyond X days, either party may terminate without penalty, (3) each party bears their own costs during suspension.
If your contract has no force majeure clause
Some contracts — especially short-form freelance agreements — have no force majeure clause at all. In that case, you fall back on common law doctrines: impossibility (performance is literally impossible), impracticability (performance is possible but commercially unreasonable), or frustration of purpose (the event destroys the entire purpose of the contract).
These doctrines are narrow and hard to invoke successfully. If your work involves significant external dependencies — suppliers, travel, physical locations, government approvals — get a force majeure clause in writing.
Check your contract's force majeure clause
Clausix will flag whether your force majeure clause is missing key triggers, lacks a notice requirement, or leaves you exposed if performance becomes impossible.
Analyze your contract freeNot legal advice — always consult a licensed attorney for high-stakes matters.