Force Majeure Event meaning

This Checklist is intended for in-house lawyers. It outlines the clauses to weigh up to safeguard your organisation in both current and future contracts should a pandemic arise. Read it alongside Practice Note: Pandemic risk management guide. See also Practice Note: Drafting for unforeseen events—commercial contracts. Force majeure Clause: Existing contract | New contract See Q&As: Will our force majeure provision cover the economic impact of coronavirus (COVID-19)? Is a force majeure clause enforceable in a business-to-consumer agreement due to coronavirus (COVID-19)? Does coronavirus (COVID-19) amount to biological contamination for the purposes of a force majeure definition? Is the force majeure definition restricted to a fixed list of events, without broader wording such as ‘without limitation’ or similar? Where a force majeure event is described as beyond a party’s reasonable control, ‘including but not limited to’ specified examples, would a court treat that list as indicative of the type of qualifying event? See also Precedent: Force...

Checklist Intensifying geopolitical conflict — including open hostilities, regional volatility, cyber interference and closure of sea lanes — can exert rapid, multifaceted strain on energy-sector contracts. This checklist offers a structured, practical approach to evaluating force majeure (FM) risk in an active conflict or war setting, and to judging whether FM can be effectively invoked under English law. It also maps how that assessment intersects with frustration and contractual termination rights, and sets out drafting considerations for parties to weigh in future transactions so that FM provisions expressly address war risks. It is intended for legal and commercial teams operating across oil and gas, LNG, trading, infrastructure and energy supply chains, where disruption frequently stems from direct physical impossibility at the point of delivery, or indirectly via upstream or downstream domino effects. The objective is not solely to test the viability of an FM claim, but also to enable informed, risk-aware choices in rapidly evolving conflict environments. This checklist focuses on FM arising from war-related physical and operational disruption....

For model force majeure provisions with comprehensive drafting notes, consult: Precedents: Force majeure clause; Force majeure and business continuity clause; Force majeure event definition Practice Notes on force majeure: consequences and contract discharge; clause analysis-a practical guide; key and illustrative decisions Related guidance: Practice Note-Discharge by frustration; Practice Note-Drafting for unforeseen events-commercial contracts; Commercial contracts in difficult times-resources-checklist Legal Issues General comments Force majeure provisions release a party from contractual duties when a disruptive event arises beyond that party’s reasonable control... What to watch out for Under English law, force majeure applies only where expressly included in the contract terms, though the doctrine of frustration may have relevance, and in practice its scope is usually narrower. See Practice Note: Discharge by frustration... General considerations There is no court-approved, universal definition of ‘force majeure’, so the parties’ intended meaning must be...

How has the exemption available for controllers under the GDPR in relation to liability to compensate data subjects changed? Under the earlier Data Protection Directive 95/46/EC (Article 23(2)), where a person was entitled to damages from a controller due to unlawful processing, the controller could rely on a potential exemption if it was not responsible for the event that caused the loss. Recital 55 offered two illustrations of situations for which the controller would not bear responsibility: a mistake by the data subject, and a case of force majeure The language of these provisions lacked clarity, and the concept of ‘force majeure’ has no consistent definition across EU legal systems (it does not even carry a settled meaning in English law, depending heavily on contractual wording). Unsurprisingly, this carve-out, and the reference to force majeure, was therefore loosely carried across into national implementing legislation. For example, the Data Protection Act 1998 (DPA 1998) gave a controller a defence in claims for compensation...

Banking & Finance 2024 case round up Force majeure—shipping contract—reasonable endeavours RTI Ltd (Respondent) v MUR Shipping BV (Appellant) [2024] UKSC 18 This Supreme Court decision examines how a force majeure clause in a shipping contract between MUR Shipping BV (MUR) and RTI Ltd (RTI) should be interpreted. Such clauses excuse a party from performing when specified events outside the parties’ reasonable control (acts of God) occur. They frequently contain a ‘reasonable endeavours’ proviso, which prevents a party from invoking force majeure if the consequences could be averted by taking reasonable steps. The appeal turned on whether those reasonable endeavours required the party seeking to rely on force majeure to accept an offer of performance that did not match the contract terms. In this instance, the suggested alternative was payment in euros rather than US dollars. The Supreme Court unanimously allowed the appeal, ruling that MUR’s refusal to accept RTI’s non-contractual proposal did not amount to a failure to exercise reasonable endeavours...

Banking & Finance—May 2024 case round-up RTI Ltd (Respondent) v MUR Shipping BV (Appellant) [2024] UKSC 18 Force majeure—shipping contract—reasonable endeavours This Supreme Court judgment examined the meaning of a force majeure provision in a seaborne carriage contract between MUR Shipping BV (MUR) and RTI Ltd (RTI). A force majeure clause releases a party from performing contractual obligations where specified contingencies arise that are beyond the parties’ reasonable control (acts of God). Frequently, such clauses contain a ‘reasonable endeavours’ rider, which prevents reliance on a force majeure event if its impact could be avoided through the exercise of reasonable endeavours. The pivotal issue on appeal was whether satisfying that reasonable endeavours requirement meant the party seeking to invoke the clause had to accept an offer of performance that fell outside the contract. In this dispute, the proposed departure from the contract concerned the currency of payment: a tender in euros rather than in US dollars. The offer related only to the settlement currency proposed...

Frustration Frustration is a doctrine under English law that creates a common law right to bring a contract to an end when a frustrating event arises after the contract date. See Practice Note: Discharge by frustration. It is a notoriously demanding contention to establish. The doctrine injects uncertainty into contractual relationships, which the courts do not view favourably. For step-by-step guidance on assessing a possible frustration situation, see Practice Note: Frustration event analysis—a practical guide. You should also review the cases set out below, both for general direction on the stages involved and to demonstrate the courts’ stance. They are presented in reverse chronological sequence. Always remember that each dispute is fact sensitive and will be decided on its own merits, especially in light of the ‘multi-factorial approach’ endorsed in Edwinton Commercial Corp v Tsavliris Russ (Worldwide Salvage and Towage) Ltd, The Sea Angel. The common law doctrine is sometimes considered alongside any contractual right allowing parties to suspend and/or terminate obligations without liability where a force...

Practice Note on frustration This Practice Note offers a practical steer on assessing whether an unforeseen occurrence has frustrated a contract. It should be read alongside Practice Note: Discharge by frustration. Frustration is a common law doctrine in English law. It brings an agreement to an immediate close where an unexpected supervening event frustrates the bargain, making performance impossible, unlawful or so fundamentally different from what was originally agreed. Where frustration bites, all future duties under the contract are extinguished. Money paid before the supervening event and discharge can be reclaimed, while sums not yet due cease to be payable, subject to the court’s discretion under the Law Reform (Frustrated Contracts) Act 1943 (LR(FC)A 1943) to permit recovery of expenses previously incurred. Establishing frustration is notoriously difficult. The doctrine injects uncertainty into contractual dealings, a result the courts regard unfavourably, and so it is applied within narrow limits (The Super Servant Two). For a tabular overview of the key frustration authorities, see Practice Note: Frustration—key and illustrative...

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z This glossary provides helpful (re)insurance and underwriting definitions. For focused guidance on reinsurance terminology, see Practice Note: Reinsurance—essentials. A Accident An unforeseen or unintended event or incident that typically results in damage or injury (physical or financial) to the insured or a third party. Accidental damage Unintended or unexpected harm or damage caused to property or a person. Accidental death benefit Some life insurance policies pay an extra amount, over and above the original sum insured, if the insured dies because of an accident. Act of God (force majeure) An occurrence beyond anyone’s control, such as a natural disaster. Active underwriter The person with primary responsibility and authority to accept insurance and reinsurance risks on behalf of the members of a syndicate in the Lloyd’s market. See also Underwriter. Actuary A qualified professional who...

Notice of a Force Majeure Event [ Insert lead-in wording ] We hereby give notice to you that the following matters have arisen and are in effect: [ Set out, with a suitable degree of specificity, the facts giving rise to the Force Majeure Event, including the particular force majeure occurrence or act of state. Your narrative should be sufficiently detailed and aligned with the wording of Section 5(b)(ii) so that the counterparty can reasonably understand the basis for your determination. ] This serves as notice pursuant to Section 6(b)(i) of the Agreement. For the avoidance of doubt, this notice does not fix or nominate an Early Termination Date under the Agreement...

Service Level Agreement 1 Definitions 1.1 In this Schedule: Available/Availability denotes that the [ core functionality of the ] Hosted Solution is [ materially ] ready for use [ in accordance with its Specification ] by the Customer, determined as follows: A = (PU – X) / (PU) (x 100 to be expressed as a percentage) A stands for Available; PU stands for Potential Uptime; X stands for the combined total minutes in total in the relevant Month (excluding Downtime) when the Hosted Solution is not Available; [ Critical Service Level Failure means [ either: (i) the Supplier’s failure to meet the Service Level for [ three Months ] within any [ six Month ] timeframe; or (ii) the Supplier’s failure to maintain Availability above [ Z% ] during any one Month OR define as appropriate ] ; ] Customer Connectivity means the telecoms and information technology hardware and network infrastructure required to reach the Hosted Solution from the Customer’s premises; Downtime means any...

This Agreement is dated [ insert date ] and is made between 1 [ insert name of customer ] [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ] whose registered office is situated at ] [ insert address ] (Customer); and 2 [ insert name of manufacturer ] [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ] whose registered office is situated at ] [ insert address ] (Manufacturer), each of the Customer and the Manufacturer being a party, and the Customer and the Manufacturer are jointly the parties. Background: (A) The Customer Group [ manufactures, distributes and sells [ insert ] ]. (B) The Manufacturer possesses the facilities, production capacity, technical expertise, personnel, skills and experience to produce the Product. (C) The Customer intends to purchase, and the Manufacturer intends to manufacture and sell to the Customer, the Product on the terms and...