When something catastrophic disrupts a contract — a pandemic, a war, a supply-chain collapse — the first instinct is to reach for "force majeure." The second, often, is disappointment: the clause is narrower than remembered, or (under English law) it isn't there at all, because force majeure is not implied — it only exists if the parties wrote it in. Whole disputes turn on that surprise.
Here's what a force majeure clause does, the crucial English-law point that it must be express, illustrative wording, and what a party actually has to prove to rely on it.
Force majeure is a creature of contract, not law
This is the point that catches people out. Under English law there is no general doctrine of force majeure. If a contract doesn't contain a force majeure clause, an unexpected catastrophe generally does not excuse performance — the party either performs or is in breach. The only fallback is the narrow doctrine of frustration, which discharges a contract entirely in limited circumstances and is much harder to invoke.
So force majeure means exactly what the clause says — no more, no less. A clause listing specific events won't help you with an event it doesn't list. This is why the drafting, and especially the list of triggering events, is everything.
What the clause typically does
A force majeure clause allocates the risk of defined disruptive events by relieving the affected party from liability for non-performance caused by them. In practice it:
- Defines the triggering events — often a list (war, natural disaster, epidemic, government action) sometimes closed with a catch-all like "any event beyond the reasonable control of the affected party."
- Sets the effect — usually suspension of the affected obligations while the event continues, not automatic termination.
- Imposes conditions — notice to the other party, and a duty to mitigate.
- Provides an exit — a right to terminate if the event drags on beyond a defined period.
The conditions a party must meet
Relying on force majeure isn't automatic even when a listed event occurs. A party typically has to show:
| Condition | What it means |
|---|---|
| A triggering event | The event falls within the clause's defined list or catch-all |
| Causation | The event actually prevented (or hindered, per the wording) performance |
| Beyond control | The event was outside the party's reasonable control |
| Not avoidable | The party couldn't have prevented or mitigated the effect |
| Notice | The party notified the other as the clause requires |
The causation and mitigation limbs are where claims fail. A party that could have performed by another route, or that didn't take reasonable steps to work around the disruption, usually can't rely on the clause — "it became more expensive or difficult" is rarely enough; the wording often requires performance to be prevented, not merely hindered.
Field note: The single most litigated word in a force majeure clause is the verb. "Prevented" sets a high bar — performance must be impossible, not just harder. "Hindered" or "delayed" is far easier to satisfy. Parties argue for years over whether a disruption "prevented" performance or merely made it uneconomic, and the answer is usually already decided by which verb the drafter chose.
Illustrative wording
Illustrative only:
"Neither party shall be liable for any failure or delay in performing its obligations (other than an obligation to pay) to the extent that such failure or delay is caused by an event beyond its reasonable control, including [war, act of terrorism, epidemic, flood, fire, or government action], provided that the affected party promptly notifies the other, takes reasonable steps to mitigate the effect, and resumes performance as soon as reasonably practicable. If the event continues for more than [60] days, either party may terminate on written notice."
Note the carve-out for payment obligations — a common feature, since a party rarely gets excused from paying money by force majeure.
What to check
- The list of events. Is the event you're worried about actually named, or caught by the catch-all? Post-2020, many clauses now name epidemics/pandemics explicitly — older ones may not.
- The verb. "Prevented" versus "hindered/delayed" decides how hard the clause is to invoke.
- Payment carve-out. Is the obligation to pay excluded from relief? Usually yes.
- Notice and mitigation. These are conditions, not formalities — miss them and the clause may not apply.
- Termination trigger. How long must the event last before either party can exit?
Where AI contract tools help
Force majeure clauses vary widely and are easy to skim, so AI contract review is useful for extracting the event list, the operative verb, the notice and mitigation conditions, and the termination trigger, and flagging deviations from your standard.
What AI won't judge is whether a specific real-world disruption falls within this clause and clears the causation bar — that's a fact-sensitive legal call. Use the tool to surface the mechanics; verify its reading against the actual wording, especially that operative verb.
FAQ
What is a force majeure clause? A contractual provision that relieves a party from liability for failing to perform when a defined disruptive event beyond its control (such as war, natural disaster, or government action) prevents performance — usually suspending the affected obligations rather than ending the contract.
Does force majeure exist without a clause under English law? No. English law has no general doctrine of force majeure. Without an express clause, an unexpected catastrophe generally doesn't excuse performance; the only narrow fallback is the doctrine of frustration.
Does force majeure cover pandemics? Only if the clause's event list or catch-all covers it. Many clauses drafted after 2020 name epidemics or pandemics expressly; older clauses may not, and whether a general catch-all captures one has been heavily litigated.
Can you use force majeure to avoid paying? Rarely. Payment obligations are commonly carved out of force majeure relief, and being short of money is not usually a qualifying event.
What must a party prove to rely on force majeure? That a triggering event within the clause occurred, that it caused (often "prevented") non-performance, that it was beyond reasonable control and not avoidable by mitigation, and that any notice requirement was met.
LegalAI Space's review agents extract force majeure mechanics — event list, operative verb, notice and termination triggers — and flag them against your playbook, traceable to source. Book a 30-minute call with Daman.
Related reading
- Termination clause: for cause, for convenience, and the traps — the other route by which a disrupted contract ends.
- Limitation of liability clause: example and the legal limits — allocating the risk of things going wrong.
- AI contract review: how it works, and how to trust it — surfacing risk-allocation clauses on a first pass.