What happens under business contracts where circumstances arise that are completely outside anyone’s control? A supplier may be unable to deliver due to a natural disaster. A contractor may be prevented from working because of a government lockdown. An unexpected war, strike or energy shortage may halt operations entirely.
This is where a force majeure clause comes in. It is a contractual safeguard designed to deal with extraordinary events that prevent one or both parties from meeting their obligations. For businesses, it can be the difference between managing a crisis smoothly or facing costly disputes.
In this article, we answer the question “what is a force majeure clause?” and address key questions businesses often ask.
Are force majeure clauses enforceable?
Yes, force majeure clauses can be enforceable – but only if they are clearly drafted. Under English law, there is no automatic right to suspend obligations when unforeseen events occur. Unless a contract includes an express force majeure clause, the parties remain bound to perform their obligations.
Even where a clause is included, courts will interpret it narrowly. The wording matters enormously. For example, if the clause covers “natural disasters” but does not mention pandemics, it may not apply to COVID-19-related disruption. If it refers to “labour disputes”, it may cover a national strike but not staff resignations in one business.
Enforceability also depends on how the clause sets out the consequences. Does it suspend performance temporarily? Does it allow termination if the disruption continues for a certain period? These details decide how the clause operates in practice.
The key lesson is that force majeure protection only works if drafted precisely. Businesses should never assume a generic clause will cover all situations.
How to write a force majeure clause in a contract
When drafting a force majeure clause, clarity and balance are essential. The clause should do three things: define which events are covered, set out what parties must do if those events occur and explain what happens to contractual obligations.
A well-written clause usually includes:
- a definition of force majeure events – for example, fire, flood, war, terrorism, pandemics and government actions and restrictions. Some businesses also add industry-specific risks, such as shortages of raw materials or transport disruption
- obligations during disruption – requiring the affected party to notify the other promptly, take reasonable steps to mitigate impact and keep them updated
- the effect on performance – whether obligations are suspended, deadlines extended, or, in long-term disruption, the contract terminated
Drafting should be as specific as possible. Vague references like “any event beyond our control” can lead to uncertainty and disputes.
Do you need a force majeure clause?
Most businesses will benefit from including a force majeure clause. It provides an agreed framework for dealing with events that are impossible to predict or prevent. Without one, a company may remain liable for breach of contract even if circumstances are entirely beyond its control.
This is especially important in supply agreements, construction contracts, service contracts and other arrangements where performance depends on external factors. A supplier might face shipping delays caused by a port closure. A service provider might be unable to access premises during a lockdown. In each case, a force majeure clause provides clarity about rights and responsibilities.
While not every contract is high risk, including a simple, carefully drafted clause can save time, costs, and stress if disruption occurs. Insurance can cover some risks, but it is not a substitute for contractual protection. Force majeure clauses remain the most practical way to manage unforeseen events in business agreements.
What happens if there is no force majeure clause?
If a contract has no force majeure clause, the parties may try to rely on the legal doctrine of “frustration”. This applies where an unforeseen event makes performance impossible, or radically changes the purpose of the contract. However, frustration has a very high threshold under English law and is rarely accepted.
For example, if goods become more expensive or difficult to source, frustration will not apply – the contract is still possible to perform, even if unprofitable. Only where performance becomes truly impossible, such as a ban on trade with a particular country, might frustration be relevant.
Without force majeure protection, businesses face real risks. They may be found in breach of contract, liable for damages, and exposed to disputes with customers, suppliers, or investors. By contrast, a clear force majeure clause sets out in advance how both sides will deal with extraordinary events, giving certainty and reducing conflict.
Is force majeure an exclusion clause?
Although they may appear similar, force majeure clauses are not the same as exclusion clauses. An exclusion clause seeks to limit or remove liability for certain types of breach, often by stating that one party will not be responsible for specific losses. These clauses are subject to strict rules under English law, particularly the Unfair Contract Terms Act 1977.
Force majeure clauses operate differently. They do not exclude liability for breaches that have already occurred. Instead, they recognise that some events make performance temporarily impossible. The clause sets out what happens in those circumstances, often suspending obligations until the event passes or allowing termination if disruption is prolonged.
Understanding this distinction matters. A well-drafted force majeure clause can be enforced because it allocates risk fairly between the parties, rather than simply excusing one side from liability.
How to write a force majeure clause: a practical checklist
For businesses drafting or reviewing contracts, the following points act as a useful checklist:
- define events clearly – list the specific types of disruption the clause covers.
- set out notice requirements – require the affected party to notify the other promptly and in writing.
- state the effect on obligations – explain whether duties are suspended, deadlines extended or the contract terminates after prolonged disruption.
- address mitigation – include a duty to take reasonable steps to minimise the impact.
- cover duration and termination – specify how long the clause can operate before either party can walk away.
By following this approach, businesses can ensure their contracts remain robust, even in unpredictable times. PaperRock’s contract templates include model force majeure clauses drafted by expert UK solicitors, with clear guidance on how to adapt them to your needs.
Conclusion
Force majeure clauses are a vital tool for managing business risk. They provide certainty in the face of extraordinary events, protect against disputes and give companies a clear route forward when the unexpected happens. Without them, businesses may be left exposed to liability.
The key is careful drafting. The right clause, tailored to your business, ensures you are protected without creating loopholes or ambiguity.
At PaperRock, our contract templates include expert-drafted force majeure provisions, with guidance notes to help you customise them easily.
