Force Majeure
A force majeure clause excuses a party from contractual obligations, without penalty, when performance is prevented by extraordinary events outside its reasonable control.
In short
- Covers events like natural disasters, war, government action, or pandemics that make performance impossible, not just harder.
- Doesn't excuse payment obligations for work already delivered -- only future performance during the event.
- The list of covered events, and how "reasonable control" is defined, determines how broadly it can be invoked.
- A vaguely worded clause can be stretched to excuse ordinary business risk it was never meant to cover.
What it does and doesn't excuse
A force majeure clause suspends -- or in extended cases, terminates -- a party's obligations when an extraordinary, unforeseeable event outside its control makes performance impossible. It's not a general excuse for missed deadlines or cost overruns; most clauses specifically exclude events a party could have reasonably planned around, like routine supplier delays.
Why the wording matters
A tightly drafted clause lists specific triggering events and requires prompt notice; a loosely drafted one relies on open-ended language like "acts beyond a party's reasonable control," which can be argued to cover almost anything. The second version is harder to enforce predictably, and is exactly the kind of phrasing worth flagging rather than assuming it means what it sounds like.
How ScopeWise checks this
Force majeure isn't a dedicated extraction field for ScopeWise's Legal agent today, but the clause language is covered by its broader legal-risk review, and the cross-cutting ambiguous-language scan separately flags undefined trigger phrasing like "beyond reasonable control" wherever it appears in the document.