title: "Force Majeure Clauses Explained: What They Cover and What They Don't" description: "A practical overview of force majeure clauses in US contracts — what counts as an excused event, notice and mitigation requirements, and how pandemics and supply disruptions have reshaped the doctrine." slug: force-majeure-clauses-explained publishDate: "2026-04-21" wordCount: 1606 citations:
- "https://www.law.cornell.edu/wex/force_majeure"
- "https://www.law.cornell.edu/ucc/2/2-615"
- "https://www.law.cornell.edu/wex/impossibility"
- "https://www.law.cornell.edu/wex/frustration_of_purpose" seoTitle: "Force Majeure Clauses — 2026 US Contract Guide" seoDescription: "A 2026 practical overview of US force majeure clauses — what qualifies as an excused event, notice and mitigation duties, and post-COVID developments in the doctrine."
Force majeure clauses — from the French for "superior force" — excuse a party from contractual performance when an event outside their reasonable control makes performance impossible, illegal, or commercially impracticable. Until 2020, force majeure was a niche clause that most parties glanced at and signed. The COVID-19 pandemic made it one of the most litigated provisions in US commercial contracts, and the case law that has emerged since has reshaped how courts read these clauses.
This article walks through the modern US treatment of force majeure. It is general guidance, not legal advice. The Cornell Legal Information Institute's entry on force majeure is a useful starting reference, as is Uniform Commercial Code section 2-615 on the related doctrine of commercial impracticability.[¹][²]
What a force majeure clause typically looks like
A standard force majeure clause contains:
- Trigger events. A list of qualifying events — acts of God, acts of war, terrorism, government action, labour strikes, natural disasters, pandemics (increasingly added), and similar catastrophic occurrences.
- Causation requirement. The event must have caused the performance failure, not merely made it inconvenient.
- Notice obligation. The affected party must notify the counterparty within a stated time.
- Mitigation duty. The affected party must take reasonable steps to minimise the impact.
- Effect on performance. The clause specifies what happens — typically a suspension of performance obligations for the duration of the event, with either party's right to terminate if the event continues past a stated period.
The level of detail varies widely. A robust clause runs several paragraphs; a bare-bones clause may be a single sentence.
Key legal principles
Courts typically approach force majeure disputes with several foundational principles:
- Strict construction. Most US courts read force majeure clauses narrowly. If the specific event is not listed or does not clearly fit a listed category, the clause usually does not apply.
- Causation required. The party invoking force majeure must demonstrate that the event actually caused the non-performance, not merely that an event occurred that could have caused it.
- Unforeseeability (sometimes). Some courts require the event to have been unforeseeable at the time of contracting; others do not. The clause language controls where explicit.
- Impossibility vs impracticability. Some clauses require performance to be impossible; others excuse performance when it becomes commercially impracticable. The standard matters significantly.
Typical trigger events
Most force majeure clauses cover:
- Acts of God (floods, earthquakes, hurricanes, fires caused by natural phenomena).
- Acts of war, terrorism, insurrection, civil disturbance.
- Government action (embargo, quarantine, prohibition, major regulation).
- Labour disputes (strikes, lockouts — often only of the affected party's own employees, not the industry generally).
- Transportation disruption (major supply-chain breakdown, shipping embargo).
- Utility failure (major grid failure, water-supply disruption).
After 2020, many contracts explicitly add:
- Pandemics, epidemics, and public health emergencies.
- Government-mandated business closures.
- Supply-chain disruption from named events (pandemics, trade wars).
- Cybersecurity incidents and ransomware attacks affecting critical infrastructure.
The "catch-all" language
Most clauses end with a catch-all — "or any other event beyond the reasonable control of the parties" or "any similar event." Courts typically apply the interpretive rule of ejusdem generis — the catch-all is limited to events similar in nature to the specific listed events. A catch-all clause in a force majeure provision that lists natural disasters and wars does not typically extend to ordinary economic downturns or routine supply disruptions.
What force majeure typically does NOT cover
Several categories of events typically do not qualify as force majeure, even when performance becomes difficult:
- Economic downturns. General economic conditions, recession, stock market decline — these are usually considered foreseeable commercial risks that parties bear in normal course.
- Rising costs. Supply cost increases, labour cost increases, exchange-rate fluctuations — these are allocated to one party or the other in the contract's pricing and payment terms.
- Financial distress. Inability to pay due to the affected party's own financial condition is rarely excused by force majeure.
- Routine labour shortages. Ordinary hiring difficulties do not typically qualify; industry-wide strikes might.
- Equipment failure. Ordinary equipment breakdowns are typically not force majeure unless the clause explicitly includes them.
Notice and mitigation obligations
Virtually every force majeure clause requires the invoking party to:
- Provide written notice to the counterparty within a stated period after the event — often 10 or 30 days.
- Describe the event and its impact on performance.
- Take reasonable steps to mitigate the impact.
- Resume performance as soon as the event ends.
Failure to provide timely notice can itself be a breach. A party that invokes force majeure months after the triggering event may find the clause's protection is waived. A party that fails to mitigate (pays no attention to the problem while claiming excuse) may lose the force majeure defence entirely.
The COVID-19 body of case law
Since 2020, federal and state courts have produced hundreds of force majeure opinions addressing COVID-19-related claims. Several patterns emerged:
- Government shutdown orders. Courts generally agreed that state-mandated business closures (shelter-in-place orders, indoor-dining prohibitions) were a triggering "government action" for force majeure purposes.
- Pandemic itself. Courts split on whether the pandemic was itself a triggering event separate from government action. Clauses that explicitly listed "epidemic" or "pandemic" generally fared better; clauses without such language had mixed results.
- Financial-performance excuse. Courts generally rejected arguments that pandemic-related revenue declines excused payment obligations. Force majeure typically excuses performance obligations, not payment obligations, absent specific contract language.
- Rent clauses. A significant subset of commercial-lease rent disputes turned on whether force majeure excused rent payment during shutdown orders. Many leases contained specific language excluding payment from force majeure excuse; courts enforced that language.
The post-2020 drafting habit is to address pandemics and government action explicitly, to specify whether payment obligations are covered, and to include a termination right if the event exceeds a stated duration.
Commercial impracticability — UCC section 2-615
For contracts for the sale of goods, UCC section 2-615 provides a statutory doctrine of commercial impracticability that operates alongside force majeure.[²] The statutory test:
- Performance has become impracticable because of an unforeseen contingency.
- Non-occurrence of the contingency was a basic assumption of the contract.
- The seller notifies the buyer of the non-delivery.
Commercial impracticability typically requires a higher showing than force majeure — the performance must be genuinely impracticable, not merely more expensive. Courts have generally held that cost increases of 10, 20, or even 100 percent do not meet the impracticability threshold absent unique circumstances.
Termination rights
A typical force majeure clause allows either party to terminate the contract if the event continues beyond a stated period — often 30, 60, or 90 days. The termination right is a significant feature that can either protect a party from being locked into an indefinitely-suspended contract or create an exit opportunity that would not otherwise exist.
When drafting, the trade-offs are:
- Longer termination threshold (90+ days): preserves the relationship longer, gives the parties time to resolve the event.
- Shorter termination threshold (30 days or less): creates an earlier exit for the non-affected party.
- Mutual vs unilateral termination: who can terminate, and under what conditions?
What to read carefully
For a party reading a contract's force majeure clause, the most important elements:
- The specific list of trigger events — is pandemic, cyberattack, climate disaster included?
- The catch-all language and its scope.
- The causation standard (caused by, prevented by, substantially impaired by).
- The impossibility vs impracticability vs commercially reasonable standard.
- The notice period.
- The mitigation obligation.
- Whether payment obligations are explicitly excluded from or included in the excuse.
- The termination threshold.
- The governing law — state law choices can materially change force majeure interpretation.
Related doctrines — impossibility and frustration of purpose
Beyond force majeure, two common-law doctrines sometimes excuse contractual performance:
- Impossibility of performance. Applied when performance becomes literally impossible — destruction of the subject matter, death of a party whose personal services were essential, or subsequent illegality. Narrower than commercial impracticability.
- Frustration of purpose. Applied when an unforeseen event destroys the purpose for which the contract was formed, even though performance is still technically possible. Classic example: the Coronation Cases of 1903, where contracts to rent rooms overlooking the king's procession were excused when the procession was cancelled.
These doctrines operate as backstops when force majeure does not apply or is absent from the contract. They are narrower than a well-drafted force majeure clause and are often the only avenue for excuse in older contracts without modern force majeure language.
Where DocAssessment fits
DocAssessment extracts force majeure clauses deterministically from contracts before any AI model sees the document. The methodology page describes the seven-step pipeline. For a force majeure clause specifically, the extraction surfaces the trigger-event list, notice period, mitigation duty, payment-obligation treatment, and termination threshold, and flags common gaps (no pandemic language in post-2020 contracts, no cyber-incident coverage, absent mitigation duty).
For specific force majeure disputes — where the stakes can be substantial — a litigation or transactional attorney familiar with the governing state's case law is typically the appropriate next step. The body of post-pandemic case law is still developing, and the outcomes turn heavily on specific contract language read in light of specific facts.
References
- Cornell Legal Information Institute: Force Majeure — accessed April 2026.
- UCC 2-615: Excuse by Failure of Presupposed Conditions — accessed April 2026.
- Cornell Legal Information Institute: Impossibility — accessed April 2026.
- Cornell Legal Information Institute: Frustration of Purpose — accessed April 2026.