Force majeure concerns relief from contractual non-performance caused by a qualifying event beyond a party’s control. Whether relief exists, and what it permits, depends on the governing law and the contract’s wording.
The French expression means “superior force”. In commercial contracts, a force-majeure clause allocates responsibility for specified disruptions. It does not automatically excuse every unexpected difficulty or release both parties from every obligation.
The event must affect the promised performance
A flood, war, government restriction or strike may fall within a clause. Its label alone is insufficient: the relevant conditions and causal connection must also be established. A flood at an unrelated location does not explain why a supplier missed a delivery.
The ICC’s 2020 model force-majeure clause considers control, reasonable foreseeability and whether the event’s effects could reasonably be avoided or overcome. Its listed events operate within the model’s conditions. Parties must adopt an appropriate clause; the model is not legislation applying to every transaction.
Prevention, delay and higher cost
Clauses use different thresholds, such as performance being prevented, hindered or delayed. Those words can produce different outcomes. Some agreements address foreseeable risks expressly, so “unforeseeable” is not a substitute for reading the actual test.
Suppose an official closure blocks the only permitted delivery route. That could raise a force-majeure question if the clause covers it and its conditions are met. The availability of alternatives, notification requirements and the duration of disruption still need consideration.
By contrast, a new charge that merely makes the delivery less profitable does not automatically authorise a higher sale price. The ICC publishes a separate hardship model addressing qualifying fundamental changes in contractual circumstances and possible renegotiation or other relief.
What relief can follow?
A clause may excuse specified liability, extend time or suspend affected performance. It may allow termination after a defined period. None of those outcomes necessarily cancels the whole contract immediately.
UNIDROIT Principles article 7.1.7 provides a model under which temporary impediments can produce a reasonable period of excuse, and notice of the impediment and its effect is required. These principles are not automatically the governing law of every contract.
Late or missing notice can have consequences. Unaffected obligations may continue, and relief from one delivery obligation does not necessarily excuse an unrelated payment. The contract and applicable rules determine the result.
An English-law example of contractual limits
In RTI Ltd v MUR Shipping BV, decided on 15 May 2024, the UK Supreme Court considered a shipping contract requiring payment in US dollars. The dispute concerned whether reasonable endeavours required acceptance of an offered payment in euros.
The court held that, absent express wording, the proviso did not require accepting non-contractual performance. The decision illustrates the importance of the agreed obligation and clause. It is not a universal rule that every alternative can be ignored in every jurisdiction.
Force majeure, hardship and other doctrines such as frustration have different legal conditions and effects. A general description can explain the concept, but it cannot determine the outcome of an individual dispute without its contract and facts.
Last checked and updated on November 6, 2026 by the MBN editorial team.