What Is Force Majeure In Contracts?

If you enter into contracts (with customers, suppliers or partners), you’ve probably heard the phrase “force majeure”. It tends to come up when something big and unexpected happens, like a flood or transport shutdown, and one side can’t deliver on time.

But what is force majeure under UK law, how does it actually work in a force majeure contract clause, and what should small businesses watch out for when negotiating these terms?

In this guide, we’ll break it down in plain English so you can protect your business, set realistic expectations with counterparties, and avoid disputes when the unexpected happens.

Force Majeure Definition Under UK Law

In UK law, “force majeure” isn’t a standalone legal doctrine that automatically applies. It’s a contractual mechanism. In other words, the force majeure definition and its effects only apply if your contract actually includes a force majeure clause.

Broadly, a force majeure clause says that if a specified event beyond a party’s reasonable control happens (a “force majeure event”), that party’s obligations are suspended or extended for as long as the event prevents performance. Depending on the drafting, it can also give a right to terminate if the event continues for a certain period.

Key points to keep in mind:

• No implied rule: Without a clause, English law won’t read force majeure into your contract. Your fallback would be the doctrine of frustration of contract, which is much narrower and harder to rely on.
• Burden of proof: The party claiming force majeure usually must show the event occurred, it was beyond their reasonable control, and it prevented (not just made more difficult) performance.
• Mitigation: Most clauses require you to take reasonable steps to avoid or mitigate the impact. If you don’t, you can lose the protection of the clause.
• Notice: Contracts often require prompt written notice with details of the event and expected impact. Missing a notice deadline can jeopardise your position.

How Force Majeure Clauses Work In Your Contracts

While every contract is different, most force majeure clauses cover four core elements. When reviewing or negotiating, check how each one is handled:

1) What Counts As A Force Majeure Event

Some clauses list specific examples (e.g. natural disasters, war, terrorism, strikes, epidemics/pandemics, government action, utility failures), followed by a catch‑all like “events beyond a party’s reasonable control”. Others are purely general.

Example approach: A balanced clause might define force majeure as “any event beyond the reasonable control of the affected party which prevents or delays performance”, then include a non-exhaustive list.

2) Causation And Impact

The clause should state that the event must “prevent” or “hinder” performance. “Prevent” is a higher bar than “hinder” or “delay”. As a small business, you’ll usually prefer “hinder or delay” so you can get timetable relief, not just total impossibility relief.

3) What Relief You Get

Common remedies include:

• Suspension of obligations for the duration of the event
• Extension to delivery or completion dates
• Waiver of liability for specific delays caused by the event
• Right to terminate if the event continues for (say) 30–90 days

Make sure the relief matches your operational reality. For example, if your supply chain is sensitive, you may prefer a longer extension window before termination kicks in.

4) Process: Notice, Evidence And Mitigation

Most clauses set a deadline for notice (e.g. “notify within 5 working days of becoming aware”), require progress updates, and expect reasonable efforts to work around the issue. Build those behaviours into your internal playbook so you don’t miss a step when pressure hits.

Typical Force Majeure Events (And What Usually Isn’t Covered)

Your clause should be clear, but here’s how the market typically treats common events:

Often Covered

• Natural disasters: floods, earthquakes, severe storms, fires
• Public health events: epidemics or pandemics and related lockdowns
• Civil unrest and war: terrorism, riots, invasion
• Government action: changes in law, export/import bans, embargoes
• Utilities and infrastructure: power outages, telecom failures, transport shutdowns
• Industrial action: strikes or lock-outs (sometimes qualified if it’s your own workforce)

Often Excluded Or Controversial

• Foreseeable or seasonal events you could plan for
• Financial hardship or market conditions (e.g. price spikes, recession)
• Increased cost of performance or reduced profitability alone
• Events caused by the affected party’s negligence or lack of reasonable precautions
• Staff shortages where reasonable contingency planning was possible

It’s common for buyers to push for tighter lists and higher standards (“prevents” vs “hinders”), while suppliers prefer broader language and flexible extensions. This is normal commercial negotiation - the key is to make sure the final wording reflects risk you can live with.

Drafting A Force Majeure Clause: Key Points And Pitfalls

Well-drafted force majeure saves time, money and relationships when things go sideways. Poor drafting can do the opposite. Consider these tips:

Get The Scope Right

Define the event widely enough to capture the real-world risks to your business, but not so broadly that it swallows normal operational issues. If a term feels heavy-handed or unbalanced, treat it as an example of onerous contract terms and negotiate fairer wording.

Be Precise On Consequences

• Will obligations be suspended, extended, or both?
• Does the counterparty still have to pay for partial performance?
• After how many days of continuous impact can either party terminate?
• What happens to prepayments on termination - refund, credit, or neither?

Align these with your cash flow and service model. For example, subscription businesses might set pro‑rated credits for downtime.

Coordinate With Other Clauses

Force majeure doesn’t exist in isolation. Make sure it fits with:

• Limitation of liability: If force majeure applies, what liabilities are excluded and what caps remain?
• Service levels and liquidated damages: Are SLAs paused during force majeure? Is any service credit scheme suspended?
• Termination rights: Does the general termination clause conflict with the force majeure termination right?
• Notices: Do the notice requirements in the general notices clause match the force majeure timetable?

Keep Consumer Law In Mind

If any of your contracts are with consumers, the Consumer Rights Act 2015 and its “fair terms” rules apply. You can’t use force majeure to undermine non‑excludable consumer rights, and unfair terms can be unenforceable. For B2B contracts, the Unfair Contract Terms Act 1977 reasonableness test can also apply to certain exclusions and limitations.

Avoid Drafting Traps

• Ambiguity: Vague lists or undefined process steps invite disputes.
• Impossible notice deadlines: If you’re requiring notice “immediately”, build in practicality (e.g. “as soon as reasonably practicable and in any event within 5 business days”).
• All-or-nothing triggers: “Prevent” can be too strict if your real risk is delay - consider “prevent, hinder or delay”.
• Misalignment with insurance: Check your policies. If you rely on business interruption cover, make sure terms align.

If you’re updating your existing contracts to add or improve force majeure, consider an amendment rather than a full re‑papering. For complex or high‑value agreements, getting a quick Contract Review can save headaches later.

How Force Majeure Interacts With Other UK Legal Concepts

When a disruptive event hits, several legal concepts can overlap. Here’s how they fit together:

Force Majeure vs Frustration

With a properly drafted clause, force majeure governs. If your contract has no clause, the fallback is frustration of contract - a narrow doctrine that terminates the contract if an unforeseen event renders performance impossible or radically different. Frustration is a blunt tool. It doesn’t grant extensions or partial relief; it ends the contract. That’s why it’s better to have a tailored force majeure clause.

Force Majeure And Liability Caps

Even where force majeure applies, you might still face certain liabilities unless the contract also addresses them. For example, a supplier may be relieved from late delivery damages during the event but remain liable for unrelated losses. Carefully integrate your force majeure with your limitation of liability framework so the overall risk profile is clear.

Supply Chain Workarounds

If a key supplier is affected, you may need to re‑route obligations. Depending on the contract, that could involve a novation or assignment to another supplier, or subcontracting. Make sure your contract allows this, and consider the customer’s consent requirements and any security or quality assurances that must carry over.

Payment And Prepayments

Force majeure typically deals with performance delays, not automatic refunds. The contract should expressly state what happens to deposits, milestone payments and ongoing fees during suspension, and upon any termination for prolonged force majeure. Cash flow clarity here is essential.

Data, Compliance And Regulatory Changes

Government action can be a force majeure event. If new regulations make certain services temporarily unlawful, your clause should squarely address the resulting suspension and any timetable adjustments. Keep good records of the legal change and timelines - they’ll be vital if there’s a dispute.

Practical Steps If A Force Majeure Event Hits Your Business

When the unexpected happens, acting methodically will protect your legal position and relationships.

1) Check The Contract Immediately

Open the force majeure clause and look for definitions, notice deadlines, required evidence, relief granted and any long‑stop termination rights. Also check related clauses (SLA, notices, termination, liability).

2) Gather Evidence And Build A Timeline

Document what happened, when it started, how it impacted performance, and what you’ve done to mitigate. Save official notices (e.g. government orders), supplier emails, and internal logs.

3) Give Prompt, Compliant Notice

Notify the counterparty in the manner required by the contract. Include the event, impact, expected duration (if known) and steps you’re taking. Diary any update obligations (e.g. weekly progress reports).

4) Propose A Practical Workaround

If you can partially perform, offer that. If you need more time, propose realistic extensions. Where appropriate, consider subcontracting, temporary specification tweaks, or re‑sequencing work - but check your rights first. If the contract needs a formal change, use a simple written amendment.

5) Keep Talking And Escalate Early

Most counterparties prefer certainty and transparency over silence. If a deadline looks tight, say so early. If you’re stuck on wording or what relief you can claim, bring in a lawyer to pressure‑test your interpretation and communications. For high‑stakes deals, a short, focused Contract Drafting exercise to tighten the clause can pay for itself quickly.

6) Plan For Termination Scenarios

If the event continues, either party may get a termination right. Decide in advance what a managed exit looks like: handover plans, data return, licenses, and any pro‑rata fees or credits. Confirm what happens with prepayments and stock already produced.

7) Review And Improve For Next Time

After the dust settles, update your standard terms and playbooks: adjust event lists, notice periods, SLA carve‑outs and payment mechanics. This is the best time to fix gaps you discovered, before the next disruption hits.

Key Takeaways

• Force majeure is not automatic in UK law - it only applies if your contract includes a clause. Without one, you’re left with the narrow doctrine of frustration of contract.
• A strong clause clearly defines force majeure events, sets a realistic causation test (prevent vs hinder), and explains the relief (suspension, extensions, termination after a long‑stop).
• Process matters: build in practical notice periods, evidence requirements and a duty to mitigate, and make sure your team can follow them under pressure.
• Coordinate the clause with your limitation of liability, SLA, termination and notices provisions so your overall risk position is consistent.
• If you need to tweak an existing agreement, use a straightforward written amendment and keep a clean paper trail.
• If supply routes change, ensure the contract allows for subcontracting or consider a novation or assignment to a replacement supplier.
• It’s wise to get tailored advice. A short Contract Review or targeted Contract Drafting update now can prevent costly disputes later.

If you’d like help reviewing or drafting a force majeure clause that fits your business, you can reach us on 08081347754 or team@sprintlaw.co.uk for a free, no‑obligations chat.