Force majeure

  • force majeure (ɜː/ zhur; french: [fɔʁs maʒœʁ]) – or vis major (latin) – meaning "superior force", also known as cas fortuit (french) or casus fortuitus (latin) "chance occurrence, unavoidable accident",[1] is a common clause in contracts that essentially frees both parties from liability or obligation when an extraordinary event or circumstance beyond the control of the parties, such as a war, strike, riot, crime, epidemic or an event described by the legal term act of god (hurricane, flood, earthquake, volcanic eruption, etc.), prevents one or both parties from fulfilling their obligations under the contract. in practice, most force majeure clauses do not excuse a party's non-performance entirely, but only suspend it for the duration of the force majeure.[2][3]

    force majeure is generally intended to include occurrences beyond the reasonable control of a party, and therefore would not cover:

    • any result of the negligence or malfeasance of a party, which has a materially adverse effect on the ability of such party to perform its obligations.[4]
    • any result of the usual and natural consequences of external forces.
      • to illuminate this distinction, take the example of an outdoor public event abruptly called off.
        • if the cause for cancellation is ordinary predictable rain, this is most probably not force majeure.
        • if the cause is a flash flood that damages the venue or makes the event hazardous to attend, then this almost certainly is force majeure, other than where the venue was on a known flood plain or the area of the venue was known to be subject to torrential rain.[5]
        • some causes might be arguable borderline cases (for instance, if unusually heavy rain occurred, rendering the event significantly more difficult, but not impossible, to safely hold or attend); these must be assessed in light of the circumstances.
    • any circumstances that are specifically contemplated (included) in the contract—for example, if the contract for the outdoor event specifically permits or requires cancellation in the event of rain.

    under international law, it refers to an irresistible force or unforeseen event beyond the control of a state making it materially impossible to fulfill an international obligation, and is related to the concept of a state of emergency.[6]

    force majeure in any given situation is controlled by the law governing the contract, rather than general concepts of force majeure. the law of the contract often specified by a choice of law clause in the agreement, and if not is decided by a statute or principals of general law which apply to the contract.

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Force majeure (ɜː/ ZHUR; French: [fɔʁs maʒœʁ]) – or vis major (Latin) – meaning "superior force", also known as cas fortuit (French) or casus fortuitus (Latin) "chance occurrence, unavoidable accident",[1] is a common clause in contracts that essentially frees both parties from liability or obligation when an extraordinary event or circumstance beyond the control of the parties, such as a war, strike, riot, crime, epidemic or an event described by the legal term act of God (hurricane, flood, earthquake, volcanic eruption, etc.), prevents one or both parties from fulfilling their obligations under the contract. In practice, most force majeure clauses do not excuse a party's non-performance entirely, but only suspend it for the duration of the force majeure.[2][3]

Force majeure is generally intended to include occurrences beyond the reasonable control of a party, and therefore would not cover:

  • Any result of the negligence or malfeasance of a party, which has a materially adverse effect on the ability of such party to perform its obligations.[4]
  • Any result of the usual and natural consequences of external forces.
    • To illuminate this distinction, take the example of an outdoor public event abruptly called off.
      • If the cause for cancellation is ordinary predictable rain, this is most probably not force majeure.
      • If the cause is a flash flood that damages the venue or makes the event hazardous to attend, then this almost certainly is force majeure, other than where the venue was on a known flood plain or the area of the venue was known to be subject to torrential rain.[5]
      • Some causes might be arguable borderline cases (for instance, if unusually heavy rain occurred, rendering the event significantly more difficult, but not impossible, to safely hold or attend); these must be assessed in light of the circumstances.
  • Any circumstances that are specifically contemplated (included) in the contract—for example, if the contract for the outdoor event specifically permits or requires cancellation in the event of rain.

Under international law, it refers to an irresistible force or unforeseen event beyond the control of a state making it materially impossible to fulfill an international obligation, and is related to the concept of a state of emergency.[6]

Force majeure in any given situation is controlled by the law governing the contract, rather than general concepts of force majeure. The law of the contract often specified by a choice of law clause in the agreement, and if not is decided by a statute or principals of general law which apply to the contract.