Legal Definitions - force majeure

A force majeure clause is a standard provision found in many contracts. It essentially acts as a safety net, excusing one or both parties from fulfilling their contractual duties when an extraordinary event, entirely beyond their control, directly prevents them from doing so.

For an event to qualify as force majeure, it must be unforeseeable, unavoidable, and not caused by the fault or negligence of the party seeking to be excused. Importantly, simply making performance more difficult, inconvenient, or less profitable (like a general economic downturn) is generally not enough to trigger a force majeure clause. The event must genuinely make performance impossible or legally prohibited. The specific events that qualify are usually explicitly listed in the contract, and courts tend to interpret these clauses narrowly, meaning only events clearly covered by the contract's language will excuse performance.

• Example 1: Construction Project Delay

  Imagine a construction company is contracted to build a new commercial building with a strict completion deadline. During the project, an unexpected and unprecedented regional power grid failure occurs, lasting for several weeks. This widespread outage makes it impossible to operate heavy machinery, power essential tools, or receive critical material deliveries, bringing construction to a complete halt.

  How it illustrates the term: If the construction contract includes a force majeure clause that covers "utility failures" or "regional infrastructure collapse," the power grid failure would likely excuse the construction company from meeting its original deadline. The event was extraordinary, beyond their control, not due to their negligence, and directly prevented them from continuing work.

• Example 2: International Supply Chain Disruption

  A clothing retailer in one country has a contract with a textile manufacturer in another country to produce a large order of garments. Before the order can be shipped, the government of the manufacturing country suddenly imposes a comprehensive embargo on all textile exports due to a new international trade dispute. This makes it legally impossible for the manufacturer to ship the finished goods.

  How it illustrates the term: The government-imposed embargo is an external, unforeseeable event completely outside the control of both the manufacturer and the retailer. It directly and legally prevents the manufacturer from fulfilling its shipping obligation. If their contract contains a force majeure clause specifying "government actions" or "trade restrictions," the manufacturer would be excused from delivering the order.

• Example 3: Event Cancellation

  A concert promoter has signed an agreement with a large arena to host a major music festival. Days before the event, a sudden and severe volcanic eruption occurs in a nearby region, causing widespread ash clouds and leading to mandatory air travel restrictions. Local authorities also issue an emergency order prohibiting large public gatherings due to air quality concerns and safety risks, making it impossible for headlining artists and a significant portion of the audience to travel to the venue.

  How it illustrates the term: The volcanic eruption, subsequent travel bans, and government-mandated closure are extraordinary, unforeseeable natural events beyond the control of both the promoter and the arena. They directly prevent the festival from taking place as planned, not due to any fault or negligence. If the contract's force majeure clause includes "natural disasters" or "government-mandated closures," the promoter could be excused from their contractual obligations.