Glossary

Force Majeure Clause

A force majeure clause is a contractual provision that excuses one or both parties from performing their obligations when an extraordinary, unforeseeable event beyond their control makes performance impossible or impracticable. These events typically include natural disasters, war, government mandates, or other catastrophic occurrences that render contractual fulfillment objectively unfeasible.

In the context of real estate, this clause serves as a critical risk-allocation mechanism. It protects landlords, tenants, and developers from liability when external disruptions—such as severe weather events or sudden regulatory lockdowns—prevent the completion of construction, the payment of rent, or the delivery of property. By defining which specific events qualify as excusable delays, the clause prevents litigation and provides a structured framework for navigating periods of instability, ensuring that parties are not penalized for circumstances they could not have reasonably anticipated or mitigated.

When reviewing a contract, practitioners must scrutinize the specific language defining a 'force majeure event,' as courts interpret these clauses narrowly. Parties should ensure the provision explicitly lists relevant triggers, such as pandemics or infrastructure failures, rather than relying on vague catch-all phrases. Furthermore, the clause typically requires the affected party to provide timely notice and demonstrate that they took reasonable steps to mitigate the impact of the event. Failure to strictly adhere to these procedural requirements often results in the forfeiture of the clause's protections.

Last updated: 2026-09-17