Q1: Should force majeure clauses include an exhaustive list of triggering events or a broad catch-all?

Best practice is to include both: a specific enumeration of the most likely triggering events relevant to the deal context, plus a catch-all for events of a similar nature not specifically listed. Courts differ on how they treat catch-all language — some apply an ejusdem generis rule requiring that unlisted events resemble the enumerated ones, while others are more permissive. The specific events enumerated should reflect current risk awareness: post-pandemic drafting should routinely include pandemic, epidemic, quarantine, and government-mandated closure. Cyberattack and critical infrastructure failure are increasingly appropriate inclusions for technology-dependent businesses.

Q2: What notice requirements are standard in force majeure clauses?

Notice requirements vary widely, but common formulations require written notice within a specified period (often 5 to 30 days) of the force majeure event occurring or becoming known, identifying the nature of the event, the obligations affected, and the expected duration. Contracts frequently specify that notice must be delivered by a particular method — certified mail, overnight courier, or email — and to a designated contact. Organizations invoking force majeure should review notice requirements carefully and document delivery. Failure to provide timely, proper notice is a common basis for courts to deny force majeure defenses.

Q3: Does force majeure excuse a party from payment obligations?

Generally no, though the answer depends on the specific clause and governing law. Force majeure provisions are most commonly interpreted to excuse non-monetary performance obligations — delivering goods, performing services, completing construction — rather than payment obligations. Courts have been reluctant to extend force majeure to excuse payment even when a payor's financial condition deteriorated due to the triggering event. Parties seeking to excuse payment in extraordinary circumstances typically need to rely on separate contractual provisions (such as a material adverse change clause) or common law doctrines. --- *Last reviewed: 2026-05-19 by LawyerAI Editorial Team.*

Force Majeure Clause

A contract provision excusing performance when extraordinary events beyond a party's control prevent fulfillment; a common focus in AI-assisted contract risk review.

Last reviewed: 2026/05/19

Definition

Why It Matters for Lawyers

How AI Tools Handle It

Frequently Asked Questions

Q1: Should force majeure clauses include an exhaustive list of triggering events or a broad catch-all?: Best practice is to include both: a specific enumeration of the most likely triggering events relevant to the deal context, plus a catch-all for events of a similar nature not specifically listed. Courts differ on how they treat catch-all language — some apply an ejusdem generis rule requiring that unlisted events resemble the enumerated ones, while others are more permissive. The specific events enumerated should reflect current risk awareness: post-pandemic drafting should routinely include pandemic, epidemic, quarantine, and government-mandated closure. Cyberattack and critical infrastructure failure are increasingly appropriate inclusions for technology-dependent businesses.
Q2: What notice requirements are standard in force majeure clauses?: Notice requirements vary widely, but common formulations require written notice within a specified period (often 5 to 30 days) of the force majeure event occurring or becoming known, identifying the nature of the event, the obligations affected, and the expected duration. Contracts frequently specify that notice must be delivered by a particular method — certified mail, overnight courier, or email — and to a designated contact. Organizations invoking force majeure should review notice requirements carefully and document delivery. Failure to provide timely, proper notice is a common basis for courts to deny force majeure defenses.
Q3: Does force majeure excuse a party from payment obligations?: Generally no, though the answer depends on the specific clause and governing law. Force majeure provisions are most commonly interpreted to excuse non-monetary performance obligations — delivering goods, performing services, completing construction — rather than payment obligations. Courts have been reluctant to extend force majeure to excuse payment even when a payor's financial condition deteriorated due to the triggering event. Parties seeking to excuse payment in extraordinary circumstances typically need to rely on separate contractual provisions (such as a material adverse change clause) or common law doctrines. --- *Last reviewed: 2026-05-19 by LawyerAI Editorial Team.*

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Last reviewed: 2026/05/19. Definitions are written by the LawyerAI Editorial team. Commercial relationships are disclosed and do not determine editorial scores or conclusions. See our Sponsorship & Affiliate Disclosure.

← All glossary terms

A force majeure clause is a contractual provision that excuses one or both parties from performing their obligations when circumstances beyond their reasonable control make performance impractical or impossible. The triggering events typically enumerated include natural disasters, wars, acts of terrorism, labor strikes, governmental actions, and similar extraordinary occurrences. The legal effect, when properly invoked, is to suspend or terminate the affected party's obligations without triggering breach liability.

The term derives from French civil law — literally "superior force" — and its inclusion in common law contracts has long been subject to narrow judicial interpretation. English and U.S. courts have historically construed force majeure clauses strictly, requiring that the event be both listed in the clause and the proximate cause of non-performance. Events not enumerated — even seemingly analogous ones — may not qualify. The COVID-19 pandemic produced an extensive body of litigation on this point, as parties discovered their clauses did or did not contemplate "epidemic," "pandemic," or "government order" events.

Force majeure is related to but distinct from the common law doctrines of impossibility and frustration of purpose, which apply in the absence of an express contractual provision. The clause's drafting quality — particularly the comprehensiveness of the trigger list and the clarity of the notice requirements — determines how reliably it functions when actually invoked.

The pandemic-era litigation wave exposed the degree to which force majeure clauses had been treated as boilerplate — copied from form agreements without rigorous analysis of whether the language matched the actual risks facing the business. Legal teams emerged from that period with a renewed focus on clause drafting: specifically, whether pandemic events, supply chain disruptions, and government-ordered shutdowns are expressly addressed.

For transactional lawyers, reviewing force majeure language requires assessing two dimensions simultaneously: how broadly the clause protects the client in the event the client cannot perform, and how broadly it protects the counterparty in the event the counterparty fails to deliver. These interests often conflict in a bilateral agreement, and the right balance depends on the deal's commercial context.

The clause also has practical operational implications that lawyers sometimes underweight: the notice requirements. Most force majeure provisions require timely written notice to invoke the clause, and failure to provide proper notice has been held to waive the right to claim force majeure protection. Clients with large contract portfolios need systems — CLM tools or otherwise — that can surface contracts with active force majeure triggers and prompt appropriate notice.

AI contract review tools flag force majeure clauses during review and compare the trigger list against a client's playbook standard. Practically, this means identifying whether the clause covers specific enumerated events the organization considers essential — pandemic/epidemic, supply chain disruption, cyberattack, government order — and whether notice requirements are operationally workable.

Some platforms go further, scoring force majeure provisions on a risk rubric: how broad the triggering conditions are, whether the clause is bilateral or one-sided, the length and method of required notice, and whether the clause permits termination or only suspension. This scoring enables portfolio-level analysis — identifying how many active contracts contain force majeure provisions that would not cover a supply chain disruption, for example.

The limitation is that force majeure analysis frequently requires legal judgment about how a specific court in a specific jurisdiction would apply the clause to a specific fact pattern — analysis that current AI tools are not positioned to perform reliably. AI can identify what the clause says; it is less reliable at predicting whether what it says will hold up in litigation in a given jurisdiction.