What is a Force Majeure Clause?

A clause in a contract that eliminates the duties or obligations of the parties. The clause is enforced when unavoidable, natural calamities affect the ability of the parties to meet their obligations under the agreement.

How is a Force Majeure Clause Used?

Force majeure has been taken from French language, meaning "greater force." It is connected with the idea that natural occurrences are an act of God. More specifically, it involves situations for which no one can be considered accountable, like hurricanes or a tornados. Force majeure entails human actions also, however, like armed conflict. The force majeure events have two primary characteristics:

• Unforeseeable, and
• unavoidable.

The International Chamber of Commerce defines force majeure using the word "impracticability," meaning that it is if not essentially impossible irrationally burdensome and costly to execute the contract terms. Impracticability is less than impossibility, but still unduly difficult. he event bringing this situation should be external to both parties, unexpected, and unavoidable. It is very hard to prove such conditions. 

In any jurisdiction, contracts employ specific definitions making force majeure applicable to local threats. For instance, if the avalanche ruins a supplier's plant in the French Alps, it causes shipment delays and results in the client suing for the damages. The supplier can use a force majeure defense, mentioning that avalanche was an unexpected, unavoidable, and external event. In general, force majeure is in tension with the concept of "pacta sunt servanda" (agreements must be kept), a key concept in civil and international law (with analogs in common law). 

It is not supposed to be easy to escape contractual liability, and proving that events were unforeseeable, for example, is difficult by design. With time, the world is getting more familiar with natural threats like asteroids, solar flares, super-volcanoes, as well as modern ones like cyber, biological warfare, and nuclear capabilities. This leads to a debate for what is and is not "predictable" in a legal sense. For example, there are questions as to whether construction and drilling projects (such as fracking) that lead to natural disasters are subject to force major. In short, the understanding force majeure is every changing.

Related Topics

• Contract Law (Intro)

• What is a Contract?
• Contract Theory Definition
• Meeting of the Minds
• Doctrine of Utmost Good Faith 
• Aleatory Contract Definition
• What are the sources of contract law?
• Restatement of Contracts
• Uniform Commercial Code
• Convention on Contracts for the International Sale of Goods (CISG) 

• What is a Unilateral Contract vs a Bilateral Contract?
• What is an Express Contract vs an Implied Contract?
• What are the requirements to form a Contract (Offer, Acceptance, Consideration)?
• What is an Enforceable Contract vs. a Valid Contract?
• What is a Void Contract vs a Voidable Contract?
• Adhesion Contract 
• What is Mental Capacity to contract?
• What is the requirement of a Lawful Purpose?
• What are common types of Voidable Contract?

• What is an Offer?
• Sum Certain (Contracts) Definition

• When does an offer to contact terminate?
• Counterparty Definition
• Mirror Image Rule?
• Rule for Sale of Goods
• Silence is Not Acceptance?
• Mailbox Rule
• Shrink-wrap Agreement Definition
• Click-Wrap Agreement Definition
• What is Consideration?
• What is Promissory Estoppel?
• When is a contract required to be in writing Statute of Frauds?
• What type of writing satisfies the statute of frauds?
• Exceptions to the Statute of Fraud
• Documents Under Seal
• Who Can Sign Contracts on Behalf of a Company?
• E-Sign Act
• Privity of Contract
• Who are third-party beneficiaries to a contract?
• What is assignment and delegation of a contract?

• When is a party's Duty of performance?
• Aleatory Contract
• What is an Executed contract vs an Executory contract?
• Inchoate Definition
• Evergreen Contract

• What is Performance, Substantial Performance, and Breach of a contract?
• What is performance of a Divisible Contract?
• When is a party's duty of performance discharged?
• What are conditions to Contract (Precedent & Subsequent)?
• Abandonment Option (Contract) Definition
• Cooling Off Rule Definition
• What is tender performance of a contract?
• What are Impossibility and Impracticability
• What is a Frustration of Purpose?
• Waiver or Release from Contract
• Accord and Satisfaction
• Force Majeure Clause
• Novation
• What is a Breach of Contract?
• Repudiation (Contract) Definition
• Anticipatory Repudiation
• Acceleration Clause (Contracts) Definition
• What methods exist for resolving a breach?
• Assumpsit
• What remedies exist for a breach of contract?
• Rescission (Contract)
• Exculpatory Clause
• Hold Harmless Clause
• What is Efficient Breach?
• Organization of a Contract
• How to Read the Contract
• Boilerplate
• Contract Representations & Warranties
• Contract Covenants
• What rules does a court follow in interpreting a contract?
• Addendum 
• Allonge Definition
• What is the Parol Evidence Rule?
• What is a complete integration vs a partial integration?
• Exceptions to the Parol Evidence Rule
• Patent and Latent Ambiguity in a Contract
• Service Level Agreement Definition 
• Offtake Agreement