Does COVID-19 count as force majeure?

It depends on your clause. Contracts that specifically listed 'pandemics' or 'government orders' covered COVID. Contracts with vague language like 'acts of God' were a coin flip — some courts said yes, others said no. The lesson: be specific in your force majeure list. Name pandemics, epidemics, and government-mandated shutdowns explicitly.

Can you invoke force majeure for supply chain problems?

Only if the clause covers supply chain disruptions or their root cause. If a war causes a shipping blockade and your clause lists 'war' or 'trade embargoes,' you're likely covered. But general supply shortages or price increases usually don't qualify unless specifically listed. 'It got more expensive' isn't force majeure.

What's the difference between force majeure and impossibility?

Force majeure is a contractual term you negotiate and include in the agreement. Impossibility is a legal defense that exists even without a clause — but it's much harder to prove. Force majeure says 'we agreed these events excuse performance.' Impossibility says 'it was literally impossible to perform.' Courts set a high bar for impossibility.

Do you still have obligations during a force majeure event?

Usually yes — you're required to mitigate the impact and resume performance as soon as reasonably possible. Most clauses also require you to notify the other party promptly and provide evidence of the event. You can't just invoke force majeure and disappear. And if the event lasts too long (often 30–90 days), either party may be able to terminate.

Can a force majeure clause be one-sided?

Technically yes, but that's a red flag. If only one party gets force majeure protection, the other side bears all the risk of extraordinary events. Push for mutual coverage. Both parties should be protected from events outside their control — anything else is an uneven deal.

Contract Clause Library

Essential

Force Majeure Clause

Excuses performance when extraordinary events like natural disasters, pandemics, or government actions make fulfillment impossible.

What it means

Force majeure — French for 'superior force' — is a clause that lets you off the hook when something extraordinary and unforeseeable prevents you from performing. Think hurricanes, pandemics, wars, government shutdowns. It's the 'stuff happens' clause.

How it works in practice

You have a contract to cater a 200-person corporate event for $30,000. A hurricane shuts down the city two days before the event. Your force majeure clause lists 'natural disasters' as a qualifying event, so you're not liable for failing to perform. Without that clause, the client could sue you for breach. COVID-19 made this clause famous — businesses that had it were protected; those that didn't were stuck arguing about impossibility in court.

Example clause language

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond the reasonable control of that Party, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, strikes, or power outages. The affected Party shall provide prompt written notice and use reasonable efforts to mitigate the impact.

When you need it

Long-term contracts where unforeseeable events could disrupt performance
International agreements subject to geopolitical risk
Service or supply contracts dependent on physical delivery or in-person work
Any post-COVID contract — this clause is now standard practice

When you might skip it

Purely digital deliverables with no physical dependencies
Short-term contracts completable within days

Found in these contract types

Service Agreement Lease Agreement Partnership Agreement Consulting Agreement Freelance Contract

Related legal terms

Boilerplate Termination Severability Governing Law Indemnification

Frequently asked questions about force majeure

If you want protection from events outside your control — yes. Without one, you're relying on common law defenses like impossibility or frustration of purpose, which are harder to prove and vary by jurisdiction. Force majeure gives you clear, contractual protection. After COVID-19, there's no excuse for leaving it out.

See full glossary entry for “Force Majeure”

Detailed definition, related terms, and more in the Contract Glossary

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This content is for informational purposes only and does not constitute legal advice. For contracts with significant financial or legal implications, review by a qualified attorney is recommended.