A contract clause that excuses performance when extraordinary events beyond a party's control — like natural disasters or pandemics — make performance impossible.
Force majeure (French for "superior force") is a contract clause that excuses a party from performing their obligations when extraordinary, unforeseeable events beyond their control make performance impossible. Classic examples include natural disasters, wars, government actions, and pandemics. The COVID-19 pandemic caused widespread force majeure clause analysis as businesses tried to determine whether it excused non-performance under their contracts.
Force majeure doesn't excuse performance just because it becomes difficult or more expensive — it typically applies only when performance is truly impossible or illegal. The specific events covered depend on how the clause is drafted. A well-drafted clause defines the triggering events precisely, requires notice to the other party when invoked, and specifies what happens to the contract if the force majeure condition continues (often allowing termination after a specified period).
Not all contracts have force majeure clauses, and courts in some states will excuse performance under similar doctrines (impossibility, frustration of purpose) even without an express clause. But having an explicit force majeure clause — and understanding what's in it — matters for businesses that could be affected by events outside their control.