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Force Majeure Toolkit
Practical Law Toolkit w-026-1791 (Approx. 12 pages)
Force Majeure Toolkit
by Practical Law Commercial Transactions
| Maintained • USA (National/Federal) |
Resources to assist counsel in addressing the risk of force majeure events when drafting commercial agreements.
Parties to commercial contracts use provisions called force majeure clauses to reduce uncertainty when an extreme event (such as a natural disaster or a public health emergency) they may not foresee or control (a force majeure event) makes performance impossible, illegal, or commercially impracticable. Force majeure clauses:
- Allocate the risk of a negotiated list of force majeure events.
- Excuse the impacted party's performance during the force majeure event.
- Impose notice and mitigation obligations on the impacted party.
- Set out the other party's rights (including the right to terminate the contract) if the force majeure event continues for an extended time.
- Reduce the probability that a court applies a common law or Uniform Commercial Code (UCC) doctrine to allocate force majeure risk. These may include the doctrines of:
- frustration of purpose;
- impossibility;
- impracticability; and
- commercial impracticability under UCC Section 2-615.
This Toolkit is a collection of numerous continuously maintained resources designed to help counsel understand a variety of issues related to force majeure.
For a comprehensive list of resources addressing related issues, such as insurance and the 2019 novel coronavirus disease, see the Insurance Policies and Coverage Toolkit and the Global Coronavirus Toolkit.