# Force Majeure Clause: Definition, Elements, and Legal Implications

## What Is Force Majeure?

Force majeure clauses in contracts are critical for mitigating risks from unforeseeable and uncontrollable events like natural disasters or wars. They free parties from [liabilities](https://www.investopedia.com/terms/l/liability.asp) when [obligations](https://www.investopedia.com/terms/o/obligation.asp) cannot be fulfilled due to such external catastrophes.

These clauses are crucial in jurisdictions deriving from the Napoleonic Code and hold particular significance in common law systems like those of the U.S. and U.K., where specificity of the events is paramount.

### Key Takeaways

*   Force majeure clauses in contracts remove liability for parties unable to fulfill obligations due to unforeseeable and unavoidable catastrophic events.  
    
*   These clauses typically cover both natural disasters like hurricanes and human actions such as wars, and their specifics can vary by jurisdiction.  
    
*   To invoke force majeure, the event must be unforeseeable, external, and render contractual obligations impossible to fulfill.  
    
*   The validity and application of force majeure depend heavily on the precise wording in the contract and local legal interpretations.  
    
*   Debates surrounding force majeure events have increased in complexity with global issues like pandemics and climate change.

![Force Majeure](https://www.investopedia.com/thmb/IkBWovl6Asf7iM8JE4gEZD4sIs8=/1500x0/filters:no_upscale():max_bytes(150000):strip_icc()/forcemajeure-61acbd62a7404ccab703571c89cf30c8.jpg)

*— Nez Riaz / Investopedia*

## Key Components of a Force Majeure Clause

*   An event must be unforeseeable
*   The circumstances must be external to the contract parties
*   The event must be serious enough to render it impossible for the party to perform contractual obligations

## How to Invoke a Force Majeure Clause

Events qualify as force majeure if they are unforeseeable, external to the contract parties, and unavoidable. Force majeure means “greater force” and is related to an [act of God](https://www.investopedia.com/terms/a/act-god.asp), an event for which no party can be held accountable. These concepts vary in definition and application depending on the jurisdiction.

Suppose an avalanche destroys a supplier’s factory in the French Alps, causing long shipment delays and leading the client to sue for damages. The supplier might employ a force majeure defense, arguing that the avalanche was an unforeseeable, external, and unavoidable event—the three tests applied by French law. Unless the contract specifically named an avalanche as removing the supplier’s liability, the court may decide that the supplier owes damages.

The concept of force majeure originated in French civil law and is an accepted standard in many jurisdictions that derive their legal systems from the Napoleonic Code. In [common law](https://www.investopedia.com/terms/c/common-law.asp) systems, such as those of the United States and the United Kingdom, force majeure clauses are acceptable but must be more explicit about the events that would trigger the clause.

## Understanding the Conflict: Force Majeure vs. Pacta Sunt Servanda

Force majeure opposes the principle of “pacta sunt servanda” (Latin for “agreements must be kept”), essential in civil and international law and reflected in common law. Escaping contractual liability is challenging, and proving events were unforeseeable can be complex. Human threats like cyber, nuclear, and biological warfare capabilities or [natural disasters](https://www.investopedia.com/financial-edge/0311/the-financial-effects-of-a-natural-disaster.aspx) have raised questions about what is and is not foreseeable in a legal sense.

> **Warning**
>
> If a natural or other disaster repeats or reoccurs, it may not be considered unforeseeable.

## Is Force Majeure Always Recognized and Upheld?

The [International Chamber of Commerce](https://www.investopedia.com/terms/i/international-chamber-of-commerce-icc.asp) has attempted to clarify the meaning of force majeure by applying a standard of “impracticability,” meaning that it would be unreasonably burdensome and expensive, if not impossible, to carry out the terms of the contract.It can be difficult to prove that an event is unforeseeable and serious enough to void a contract. In any jurisdiction, contracts containing specific definitions that constitute force majeure—ideally ones that respond to local threats—hold up better under scrutiny.

## What Are Examples of Force Majeure?

Events that could trigger a force majeure clause include war, terrorist attacks, a pandemic, or natural disasters that fall under the “act of God” category, such as a flood, earthquake, or hurricane.

## Does a Pandemic Like COVID-19 Qualify for Force Majeure?

The 2020 pandemic opened new litigations regarding force majeure clauses. In Virginia, Regal Cinemas theaters ceased operations because of the pandemic. The United States District Court for the Western District of Virginia ruled that the force majeure clause in the lease executed between the parties only applied if “the Complex or other improvements on the Property, or any part thereof, are _damaged or destroyed_ by fire, flood, natural causes, or other casualties\[.\]”  The COVID-19 pandemic did not excuse Regal Cinemas from its performance under its contract. A ruling in favor of the University of Vermont also found that because its “closure” was due to the COVID-19 pandemic, and not another catastrophe, the university did not have to issue refunds for housing or meal plans.

## The Bottom Line

Force majeure clauses are vital tools for managing risk and shielding parties from liability when unforeseeable events disrupt contractual obligations. These clauses cover natural and human-made disasters like hurricanes, wars, and pandemics.

Successful invocation of a force majeure clause requires the event to be unforeseeable, beyond the control of the contracting parties, and so significant that fulfilling contract terms becomes impossible. Understanding the specific definitions within a contract and relevant jurisdictional interpretations is crucial to ensuring these clauses are upheld.

> **Article Sources**
>
> 1.  Latham & Watkins. “[Impact of COVID-19 on French Law Governed Contracts: Update](https://www.lw.com/admin/upload/SiteAttachments/Alert%202748v2.pdf),” Page 1.
>     
> 2.  Cornell Law School, Legal Information Institute. “[Force Majeure](https://www.law.cornell.edu/wex/force_majeure).”
>     
> 3.  American Journal of International Law, via JSTOR. “[The Principle _Pacta Sunt Servanda_ and the Nature of Obligation Under International Law](https://www.jstor.org/stable/2203309).”
>     
> 4.  International Chamber of Commerce. “[ICC Force Majeure and Hardship Clauses: March 2020](https://iccwbo.org/wp-content/uploads/sites/3/2020/03/icc-forcemajeure-hardship-clauses-march2020.pdf),” Page 1.
>     
> 5.  American Bar Association. "[Force Majeure Clauses in the Aftermath of the Covid-19 Pandemic and the Implications for Government Entities](https://www.americanbar.org/groups/government_public/publications/pass-it-on/spring-2022/spring22-franklin-wind-forcemajeure/)."