This clause excuses a party from liability when unforeseeable events beyond their control (like earthquakes, wars, or strikes) prevent them from performing the contract. It matters because without it, you'd be legally liable even for impossible situations. UK and US courts recognize force majeure as a legitimate defense, but only if the event truly couldn't be prevented and the contract specifically names it. For example, if a supplier can't deliver because a hurricane destroyed their warehouse, a force majeure clause protects them from paying damages. However, if the clause is poorly written, courts might not enforce it.
If you depend on the other party's performance, narrow the force majeure clause by listing only specific events (earthquakes, war, government action) and excluding events they could have prevented or insured against. Add a requirement that they notify you immediately and take reasonable steps to resume performance. Insist that if the delay lasts more than 30-60 days, you can terminate the contract without penalty—don't let them hide behind force majeure indefinitely. ---
Frequently Asked Questions
What does this clause mean in simple terms?
This clause excuses a party from liability when unforeseeable events beyond their control (like earthquakes, wars, or strikes) prevent them from performing the contract.
Why should I care about this clause?
It matters because without it, you'd be legally liable even for impossible situations.
What are my options?
UK and US courts recognize force majeure as a legitimate defense, but only if the event truly couldn't be prevented and the contract specifically names it.
How does this affect small businesses?
For example, if a supplier can't deliver because a hurricane destroyed their warehouse, a force majeure clause protects them from paying damages.