Define: Force Majeure Event
A Force Majeure Event is a defined contract term describing extraordinary circumstances, such as war, flood, extreme weather, strikes, civil disorder, or power outages, that are outside a party's reasonable control and prevent them from performing their obligations. When such an event occurs, the affected party is typically excused from performance or delay penalties for as long as the event continues.
Legal accuracy standard set & glossary spot-checked by Imad Mohammed Nazar , Skadden-trained M&A lawyer, Legal Engineer at GenieAI
What Force Majeure Event Means in a Contract
A Force Majeure Event is a contractually defined category of exceptional, unforeseeable circumstances that make it impossible or impracticable for one or both parties to fulfil their obligations. Rather than relying on a vague common understanding of the phrase, contracts spell out precisely what counts, typically including war, natural flood, exceptionally adverse weather, strikes or lockouts, civil disorder, acts of God, power cuts, and other occurrences beyond a party's reasonable control. The clause exists to allocate risk when something genuinely outside anyone's control disrupts performance.
Importantly, the definition usually excludes events that a party could have avoided through reasonable diligence or that arise from its own conduct. For instance, many clauses exclude a strike limited to a single party's own staff or its subcontractor's staff, since that is arguably within that party's sphere of influence to manage or negotiate. This distinction matters because it separates true external shocks from operational failures dressed up as unavoidable disruptions.
How Force Majeure Event Is Defined or Measured
Force Majeure clauses are typically measured against two tests: whether the event was outside the reasonable control of the affected party, and whether it is not attributable to that party's own act or default. Both conditions generally need to be satisfied before relief is granted. Courts applying the law governing the contract will look closely at causation, asking whether the named event actually prevented performance or merely made it more expensive or inconvenient.
Many clauses use an illustrative, non-exhaustive list, such as war, flood, strike, civil disorder, and power cuts, followed by a general catch-all phrase like.
Relevant Circumstances
- When events outside reasonable control prevent a party performing the contract
- If extreme weather, civil unrest or power failure interrupts service delivery
- Where the supplier needs relief without exposure to default consequences