Last updated on August 14th, 2026 at 02:11 pm
A force majeure clause is the part of a contract that excuses one or both parties from performing their obligations when something genuinely outside their control makes performance impossible, illegal, or impractical. The phrase is French for “superior force.” In plain terms, it is the clause that answers the question: what happens if neither of us can do what we promised because the world got in the way?
Most founders never think about this clause until they need it. Then they discover, often at the worst possible moment, that the three sentences buried near the end of an agreement they signed years ago will decide whether they are protected or whether they are now in breach of contract.
This guide explains what a force majeure clause actually does, what it does not do, why the same words mean different things in different countries, why supply and manufacturing contracts lean on this clause harder than almost any other contract type, and how to tell whether yours would survive a real test.
What is a force majeure clause?
A force majeure clause lists the kinds of extraordinary events that release a party from its contractual duties, and sets out what happens when one of those events occurs. It does not usually end the contract straight away. More commonly it pauses the affected obligations for as long as the event lasts, and gives one or both parties a right to walk away if the situation drags on too long.
The important thing to understand from the start is that force majeure is a creature of the contract, not of general law in most common-law countries. If the event is not described in your clause, and cannot reasonably be read into it, the clause simply does not help you. The protection you get is the protection you wrote down. Nothing more.
What a force majeure clause typically covers
The events that qualify are the ones named in the clause. A well-drafted clause usually covers a recognisable set of categories.
Natural events and disasters. Earthquakes, floods, hurricanes, wildfires, and other natural catastrophes that physically prevent performance. These are the classic, uncontroversial triggers.
War, terrorism, and civil unrest. Armed conflict, acts of terrorism, riots, and serious civil disorder that make it unsafe or impossible to perform. This is not a theoretical category. Active conflict zones and the trade sanctions and shipping route disruptions that follow them have had genuine, measurable impact on manufacturing and supply contracts in recent years, freight rerouted around closed shipping lanes, raw material sourcing disrupted from affected regions, delivery timelines blown out for reasons that had nothing to do with either party’s performance.
Government action. New laws, regulations, sanctions, export bans, or official orders that make performance illegal. This category became sharply relevant during the COVID-19 lockdowns, when government closure orders, not the virus itself, were often the legal trigger that mattered.
Pandemics and epidemics. Public health emergencies, where the clause specifically lists them. Many older contracts referred to “epidemic” but not “pandemic,” which led to genuine arguments about whether COVID-19 fell within the wording.
Infrastructure and supply failures. Power cuts, telecommunications failures, and similar disruptions, though how far these count depends heavily on how the clause is written and how foreseeable the failure was.
Why manufacturing and supply contracts lean on this clause more than any other
If there is one category of contract where force majeure stops being boilerplate and starts being genuinely load-bearing, it is manufacturing and supply agreements. A services contract usually has one or two things that can go wrong with performance. A supply contract has an entire chain: raw material sourcing, factory capacity, export clearance, shipping routes, port handling, customs, and final delivery, and a genuine force majeure event anywhere along that chain can stop the whole thing.
Armed conflict and the sanctions, shipping disruptions, and trade route closures that follow it are a real, current example. A manufacturer sourcing components from a region affected by conflict, or shipping through a route that becomes unsafe or sanctioned, faces a disruption that has nothing to do with its own competence and everything to do with force majeure doing exactly the job it exists for. This is precisely why a supply or manufacturing contract needs a force majeure clause written with real specificity, not a generic template borrowed from a services agreement, since the categories of disruption a supply chain actually faces, export bans, shipping route closures, raw material sourcing failures, port and customs disruption, are different in kind from what a software or consulting agreement typically deals with.
A pattern we see: a manufacturer signs a long-term supply agreement with an overseas buyer, and the force majeure clause lists the standard categories, natural disasters, war, government action, but says nothing specific about export restrictions or shipping route disruption. When a regional conflict disrupts the shipping lane the manufacturer’s freight normally uses, the buyer argues the clause does not cover a rerouting delay, only a complete prevention of performance, and the two sides end up disputing whether a three-week delay caused by finding an alternative route actually qualifies at all. A clause written with the actual supply chain in mind, not a generic list, would have addressed this directly instead of leaving it to argument after the disruption had already happened.
What force majeure does NOT cover
This is where most businesses get it wrong. Force majeure is not a general escape hatch for any situation that has become inconvenient or unprofitable.
It does not cover a deal that has simply become expensive. If your supplier agreed to a fixed price and their costs have risen, that is commercial risk, not force majeure. It does not cover financial difficulty. A company that cannot pay because its revenue fell is not experiencing a force majeure event. It does not usually cover a subcontractor letting you down, unless that subcontractor was itself hit by a qualifying event. And increasingly, technology contracts exclude routine IT outages, because providers are expected to have proper business continuity arrangements in place.
The dividing line is between performance that has become genuinely impossible and performance that has merely become harder or less profitable. Courts apply that line strictly, particularly in common-law systems. “This got difficult” is not the same as “this became impossible,” and only the second one tends to qualify.
A pattern we see: two companies sign a three-year supply agreement and, to move quickly, leave out a force majeure clause entirely. Eighteen months in, an export ban makes it illegal for the supplier to ship the goods. Because the contract is silent, there is no agreed mechanism to pause performance or share the risk. The supplier cannot perform, and instead of being excused, it is treated as the party in breach. A clause that took ten minutes to negotiate at the start would have changed the entire outcome.
What Indian courts have actually decided
This is the part most force majeure guides skip, and it matters, because Indian courts have now built a genuinely clear, tested body of law on exactly how far this clause reaches.
The Supreme Court settled the most important structural question in Energy Watchdog v. Central Electricity Regulatory Commission (2017) 14 SCC 80. Where a contract already contains a force majeure clause, the parties must rely on that clause specifically, they cannot fall back on the general doctrine of frustration under Section 56 of the Indian Contract Act instead. The Court also held that force majeure clauses are to be construed narrowly, and that rising costs or reduced profitability alone, however severe, do not qualify unless the clause expressly says so. This single ruling is why the specific wording of your clause, not a general sense of fairness, is what actually decides these cases in India.
Standard Retail Pvt Ltd v. G.S. Global Corp (Bombay High Court, 2020) shows how strictly that narrow construction is actually applied. A party tried to rely on the COVID-19 lockdown to avoid performing a steel supply contract, and the court rejected it, both because the specific clause did not clearly cover government lockdowns, and because steel distribution was classified as an essential service that was never actually restricted. The case is a clear reminder that invoking force majeure requires proving the specific event genuinely prevented performance, not simply pointing at a headline-level disruption and assuming it applies.
Halliburton Offshore Services Inc. v. Vedanta Ltd (Delhi High Court, 2020) shows the other side of the same principle. The court granted interim relief recognising the COVID-19 lockdown as a genuine force majeure event, but only because the party could show real, direct causation, the lockdown had actually and substantially prevented the specific performance in question, not merely made things generally harder. Together, these two decisions establish the actual Indian standard: courts will grant relief where a genuine, direct, and provable link exists between the event and the inability to perform, and will reject it where that link is missing or where the clause’s wording simply does not stretch that far.
How force majeure differs across legal systems
If you operate across borders, this section matters more than any other, because the same two words behave very differently depending on whose law governs the contract.
Common-law jurisdictions. In countries like England, India, Singapore, the United States, and Australia, force majeure is generally not implied by law. There is no automatic force majeure protection sitting in the background. You only have what your contract spells out. If your clause is narrow or badly drafted, the gap is yours to live with.
Civil-law jurisdictions. Many civil-law countries, including France, Germany, and others across continental Europe and Latin America, treat force majeure as a concept that exists in the law itself. Their civil codes contain provisions that can excuse performance in defined circumstances, even where the contract is silent or brief. That does not mean you should rely on it, because the statutory tests are specific and often strict, but the starting point is different from the common-law position.
When there is no clause at all. Common-law systems offer a fallback through other doctrines rather than force majeure. The main one is frustration of contract, which can apply where an unforeseen event makes performance impossible or radically different from what was agreed. In India, this connects to the rules on supervening impossibility under Section 56 of the Indian Contract Act, though, per Energy Watchdog above, this fallback is only available where no force majeure clause already governs the situation. The catch is that these doctrines are much harder to rely on than a clear written clause, and frustration usually ends the contract entirely rather than pausing it. You lose control over the outcome.
This is exactly why a contract governed by, say, English law needs careful force majeure drafting, while a contract under a civil-law system has a different baseline. Getting this wrong in a cross-border deal, especially a manufacturing or supply agreement spanning multiple jurisdictions along the supply chain, is one of the more common and more expensive mistakes founders make. If you want the broader picture on how clauses fit together, our business contracts guide walks through the full structure, and our guide on arbitration versus litigation in cross-border contracts covers how disputes over clauses like this actually get resolved once multiple countries are involved.
If you are not certain which way your contracts lean, a quick professional review of your force majeure and governing law clauses together is worth far more than reading either in isolation. Our contract review and revision service covers exactly this.
Why poorly drafted force majeure clauses fail
A clause existing is not the same as a clause working. Plenty of contracts contain force majeure wording that collapses under pressure. Here is why.
No catch-all wording. Some clauses list specific events and stop there. If your event is not on the list, you get nothing. A good clause includes a carefully drafted catch-all, such as a reference to events beyond the reasonable control of the affected party, so that genuine but unlisted events can still qualify. Drafting that catch-all well is harder than it looks, because courts read it narrowly, as Energy Watchdog and Standard Retail both confirm.
No termination right. A clause that pauses performance but never lets either party exit is a trap. If the force majeure event lasts a year, both parties can be stuck in suspended animation, unable to perform and unable to leave. A proper clause includes a long-stop: if the event continues beyond a defined period, often somewhere between thirty and ninety days, either party may terminate without penalty.
Vague triggers and no process. Clauses that fail to define the triggering events clearly, or that say nothing about notice, tend to produce disputes rather than resolve them. A working clause sets out what counts as a trigger, requires the affected party to give prompt written notice, obliges them to mitigate the impact and keep trying to perform, and addresses what happens to payments and obligations during the pause. Vagueness on any of these points is where arguments start, exactly the kind of ambiguity that both Standard Retail and Halliburton turned on.
A pattern we see: a startup signs a vendor agreement with a force majeure clause copied from an old template. The clause lists natural disasters and war but contains no catch-all, no notice requirement, and no termination right. When a regulatory change blocks the vendor’s service, the startup discovers the clause covers none of it, gives no clean exit, and leaves both sides arguing over who is in breach. The clause was present. It just did not work. Our guide on the most common contract mistakes that cost businesses money and our guide to red flags in contracts cover this pattern, and several others like it, in more depth.
A quick checklist for reviewing your own clause
Before you sign anything, run your force majeure clause through these questions. Does it actually list the events most likely to affect your business, including government action, export restrictions, and shipping or supply chain disruption specifically if you’re in manufacturing or supply, not just floods and war? Does it include a catch-all for events beyond reasonable control? Does it require the affected party to give prompt written notice? Does it oblige that party to mitigate and resume performance as soon as possible? Does it give you a right to terminate if the event drags on past a set period? Does it say what happens to payments and ongoing obligations during the pause? And does the governing law of the contract match your assumptions about whether force majeure is implied or must be written in full?
If you cannot answer yes to most of these, the clause needs work before, not after, something goes wrong. Our complete guide to what should be included in every business contract and our indemnity clause guide cover the related provisions that a force majeure clause needs to work alongside, particularly liability allocation once the pause ends.
Frequently asked questions
Is a pandemic a force majeure event?
It depends entirely on the wording of your clause. During COVID-19, contracts that specifically listed pandemics, or that covered government-imposed restrictions, were far better placed than those that mentioned only “epidemic” or said nothing relevant. Indian courts confirmed this directly: in Standard Retail, a lockdown-based claim failed because the clause and the actual facts did not support it, while in Halliburton, a similar claim succeeded because genuine causation was shown. Government lockdown and closure orders were frequently the qualifying trigger rather than the disease itself.
What happens if my contract has no force majeure clause?
In a common-law country, you have no automatic force majeure protection. You would have to fall back on the doctrine of frustration, which in India means Section 56 of the Indian Contract Act, and which only applies where performance becomes impossible or radically different, usually ending the contract entirely rather than pausing it. In many civil-law countries, statutory force majeure provisions may apply even without a clause, but the tests are strict. Either way, silence leaves you with far less control than a well-drafted clause would give you.
Force majeure vs frustration of contract: what is the difference?
Force majeure is a contractual mechanism you negotiate and write down in advance, and it can be tailored to pause obligations, allocate risk, and provide an exit. Frustration is a general legal doctrine that applies only where there is no adequate clause and the event is severe enough to make performance impossible or fundamentally different. The Supreme Court in Energy Watchdog confirmed that where a valid force majeure clause exists, parties must rely on it rather than argue frustration. Frustration is harder to establish and blunter in effect, because it terminates the contract rather than suspending it. A clear force majeure clause is almost always the better position to be in.
Does force majeure excuse me from paying money I owe?
Usually not. Courts and contracts generally treat payment obligations differently from obligations to deliver goods or perform services. Simply not having the funds to pay is not normally a force majeure event, and many clauses expressly exclude payment from force majeure relief.
Can I rely on force majeure if performance is just more expensive now?
No. Increased cost or reduced profit is ordinary commercial risk, not force majeure. The Supreme Court in Energy Watchdog was explicit on this point. The clause is designed for events that make performance impossible or illegal, not for situations where the deal has simply become less attractive. Trying to use force majeure to escape an unprofitable contract is a weak position and a risky one.
Why do supply and manufacturing contracts rely on force majeure more than other contracts?
Because a supply chain has more points of potential disruption than a typical service or software contract, raw material sourcing, factory capacity, export clearance, shipping routes, and final delivery can each be independently affected by events like armed conflict, sanctions, or shipping route closures. Generic force majeure wording borrowed from a services agreement often fails to specifically address these supply-chain-specific disruptions, which is why manufacturing and supply contracts need force majeure clauses drafted around the actual chain, not a standard template.
Before you sign your next contract
A force majeure clause is one of those provisions that looks like boilerplate right up until the day it decides whether your business is protected or exposed. The difference between a clause that works and one that fails is rarely obvious to a non-lawyer reading it quickly, and the cost of finding out the hard way is high.
If you are entering a significant agreement, particularly a supply or manufacturing contract where the chain of things that can go wrong is genuinely long, or you have contracts in place that you have never had checked, having the force majeure, termination, and governing law provisions reviewed together is a straightforward way to remove a real risk before it materialises. Our team can review an existing contract or draft clauses that actually hold up, and our guide on choosing the right contract negotiation lawyer covers what to look for if you’re negotiating a supply agreement for the first time.
This article is for general information and does not constitute legal advice. Force majeure law varies by jurisdiction and by the specific wording of each contract. Always seek advice on your particular situation.
Written by Prakhar Rai, founder of My Legal Pal and licensed attorney (LL.B; Master of Business Laws, NLSIU Bangalore). Connect on LinkedIn.
