Force majeure is a contract clause that excuses one or both parties from performing their obligations when extraordinary events beyond human control—such as natural disasters, pandemics, war, or government shutdown orders—make performance impossible or illegal.

If you've signed a commercial lease, supplier agreement, or service contract in the last decade, you almost certainly agreed to a force majeure clause. Most people skim past it. Then disaster strikes—a pandemic forces your business closed, a hurricane destroys your supplier's warehouse, or a government order makes your event illegal—and suddenly that buried clause determines whether you're protected or facing a lawsuit.

The COVID-19 pandemic triggered over a thousand federal court cases citing force majeure between 2020 and 2021. Most claimants lost. Not because their situations weren't catastrophic, but because their contracts either didn't cover pandemics specifically, or they failed to follow the clause's procedural requirements. Understanding force majeure before you need it isn't optional anymore—it's essential business protection.

Table of Contents

1. What Qualifies as Force Majeure?
2. The Notification Trap

Before signing, upload your contract to Contract Analyze - Pact AI to identify risky clauses and verify compliance.

1. Force Majeure vs. Act of God
2. Lessons from COVID-19 Court Cases
3. 5-Minute Contract Review Checklist

What Qualifies as Force Majeure?

The term comes from French, meaning "superior force." Unlike what many assume, force majeure is not an automatic legal protection—in common law countries like the United States, United Kingdom, and Australia, it only exists if your contract explicitly includes it.

Here's what typically qualifies:

Critical insight: After COVID-19, pandemics are now considered "foreseeable." If your contract was signed after March 2020 and doesn't specifically list "pandemic," "epidemic," or "government-mandated closure," you may have a gap in coverage.

The Notification Trap

Here's where most force majeure claims die: the notice requirement.

Most FM clauses require you to notify the other party within a specific timeframe—often 5 to 14 days—using a specific method (written notice, email to a designated address, certified mail). Fail to follow these requirements exactly, and courts have consistently ruled that you waive your protection entirely.

In the 2020 case Gap Inc. v. Ponte Gadea New York LLC, the retail giant stopped paying rent at its Times Square flagship during COVID. The court denied Gap's force majeure defense—not only because the clause didn't specifically cover pandemics, but because proper procedures weren't followed.

Before disaster strikes, know your contract's notice requirements:

• Timing: How many days do you have?
• Format: Written notice? Email? Certified mail?
• Recipient: Specific address or contact?
• Content: What information must the notice include?

When a qualifying event occurs, send notice immediately—don't wait to assess the full impact. You can update the counterparty later, but you can't retroactively fix missed notice.

Force Majeure vs. Act of God

These terms are often used interchangeably, but they're legally distinct:

Why this matters: If your contract only mentions "acts of God," you're likely unprotected against pandemic-related government closures—those involve human decisions (government orders), not purely natural events.

Best practice: A well-drafted contract should cover both: "acts of God including earthquakes, floods, and hurricanes" AND "force majeure events including government action, pandemic, war, and terrorism."

Lessons from COVID-19 Court Cases

The pandemic stress-tested force majeure clauses worldwide. Key patterns emerged:

Specificity wins. In In re Hitz Restaurant Group (Bankr. N.D. Ill. 2020), a restaurant successfully obtained partial rent abatement because its lease included "governmental action" as a force majeure event. The Illinois shutdown order triggered the clause.

Payment isn't performance. Courts consistently ruled that being forced to close doesn't make paying rent impossible. In Palm Springs Mile Associates, Ltd. v. Kirkland's Stores, Inc. (S.D. Fla. 2020), the court noted that the tenant failed to explain how the pandemic rendered its rental payment obligations impossible. You can still write a check from home. FM excuses the performance that became impossible, not collateral payment obligations.

Duration matters. Contracts without termination thresholds left parties in limbo. Best practice: include language allowing either party to terminate if force majeure continues beyond 60-90 days.

5-Minute Contract Review Checklist

Before signing any contract—or when disaster threatens—review the force majeure clause:

• Find it: Search for "force majeure," "act of God," "beyond control"
• Check events: Are pandemics, government orders, and natural disasters listed?
• Verify notice: What's the timing, format, and recipient requirement?
• Understand consequences: Suspension or termination? What about payments?
• Check reciprocity: Can both parties invoke it?

Red flags: No FM clause at all, "act of God" only, one-sided protection, no pandemic language, 30+ day notice periods.

When reviewing contracts with force majeure clauses, AI-powered contract analysis tools can flag missing provisions and compare clause language against best practices in seconds—helping you catch gaps before disaster strikes.

Conclusion

Force majeure clauses are no longer boilerplate to skim past. The pandemic proved that the exact wording of your contract—and whether you follow its notice requirements to the letter—can mean the difference between protection and catastrophic liability.

Review your existing contracts now. Look for specific event coverage (especially pandemic and government orders), clear notice requirements, and termination thresholds for extended events. If your contracts are missing these elements, it's time to renegotiate before the next crisis hits.