Force Majeure Meaning in Contracts

Force majeure deals with exceptional events outside a party's control that prevent or delay contractual performance. It only helps if the contract gives it that effect.

This explanation focuses on contracts governed by the law of England and Wales.

Lowdown

A force majeure clause may cover events such as natural disasters, war, pandemics or government action. The exact events depend on the wording.^[1]

A force majeure clause does not automatically excuse a party from its obligations. The event must fall within the clause and affect performance in the way the clause requires.^[2]

If a clause requires an event to prevent performance, simply making the work harder or more expensive will usually not be enough. Other clauses may also cover serious delays or disruption. The exact wording matters.^[4]

Why It Matters

If the contract has no force majeure clause, you cannot simply declare an event to be force majeure. A separate legal rule called frustration may sometimes bring a contract to an end where an unexpected event makes performance impossible or radically different. The threshold is high: extra cost or difficulty is unlikely to be enough on its own.^[2]

Depending on its wording, a force majeure clause may suspend obligations, extend deadlines, excuse liability for certain failures or allow termination after a set period. It may also require prompt notice and reasonable steps to reduce the disruption.^[1][3]

Read the procedure as carefully as the list of events. Even where an event is covered, relief may depend on following the clause's notice and other requirements.