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One party to a contract can use a Force Majeure Contract Termination Letter to notify the other party of its intention to end the contract due to the effects of a force majeure event (ie an event outside of the parties’ control that’s covered by a force majeure clause). Force Majeure Contract Termination Letters set out when the contract will end and on what terms.
Use this Force Majeure Contract Termination Letter:
when you have a contract with another business
when you need to terminate (ie end) the contract because a force majeure event (eg flooding or a pandemic) is preventing you from performing your obligations under the contract
when your contract contains a force majeure clause that expressly covers the type of event that has occurred
where termination of the contract requires written notice
only for contracts governed by the laws of England and Wales or the laws of Scotland
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To whom it may concern,
Re: Notice of termination of the contract
The purpose of this letter is to give you formal notice of termination of the contract (Contract).
Yours faithfully,
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This Force Majeure Contract Termination Letter template covers:
identifying the contract being ended
why the contract is being ended (ie describing the force majeure event)
when the contract is to end
Force majeure clauses can provide a useful means of ending a contract when you can no longer fulfil your obligations under it. Ending a contract using a force majeure clause prevents you from having to breach the contract and potentially from having to pay the other party compensation for any losses they incur.
If you’re ending a contract in reliance on a force majeure clause, you should usually do so using a formal Letter, such as this one. This helps you to meet any requirements for use of the force majeure clause and ensures that you have a record of your use of the clause, to prevent or solve any disputes that arise.
A force majeure event is a situation that means that a party’s obligations under a contract cannot be performed (eg obligations to provide payment or to deliver goods) because of circumstances outside of the parties’ control, which are covered by a force majeure clause in the relevant contract (ie a clause stating the contract can be ended if certain types of events, ie force majeure events, occur).
Determining which types of circumstances will be covered by a force majeure clause is essential. Force majeure clauses often cover natural disasters like hurricanes, floods, earthquakes, and weather disturbances (sometimes referred to as ’acts of God’). Other events covered may include war, terrorism or threats of terrorism, civil disorder, labour strikes or disruptions, fires, and medical epidemics and disease outbreaks.
You should read your contract to see which types of force majeure events are covered by your force majeure clause. Sometimes a force majeure clause will set out specific categories of events and will also provide that other events beyond the parties’ control are also covered. If a type of event isn’t covered, the contract cannot be ended using the force majeure clause due to that type of event.
For more information, read Force majeure.
Rocket Lawyer's Services agreement contains a force majeure clause, which reads as follows:
’Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.
Such causes include, but are not limited to: power failure, Internet Service Provider failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any other event that is beyond the control of the party in question.’
This clause is provided as an example of what force majeure clauses may look like. If your contract has a force majeure clause, it may be similar to this one or it may be worded quite differently, but it should have a similar effect.
If you need help identifying whether your contract contains a force majeure clause, Ask a lawyer for assistance.
Making your Force Majeure Contract Termination Letter online is simple. Just answer a few questions and Rocket Lawyer will build your document for you. When you have all of the information about the contract and the force majeure event prepared in advance, creating your document is a quick and easy process.
You’ll need the following information:
The sender and the recipient
What are the sender’s (ie the party ending the contract’s) name, address, and legal structure? If it’s a company, what is its company number?
Who is the sender’s signatory, if it’s a company or a partnership? This is the person who will sign the Letter on the company’s or partnership’s behalf.
What is the name and address of the Letter’s recipient (ie the other party to the contract that is being ended)?
The contract
What is the contract name or reference (ie how will you identify the contract to which the Letter applies)?
On which date was the contract signed?
The force majeure event
What event has occurred that constitutes a force majeure event and which is preventing you or your business from meeting your obligations under the contract?
The Letter
If the recipient is a company or a partnership, is the Letter being addressed to the recipient’s managing director, a specific person that the contract specifies is to receive notices, or another person (ie job title)?
What is your correspondence reference for this Letter (ie the number, code, or phrase by which this Letter can be identified in future communications)?
On which date will the Letter be sent?
Do you want the contract to end immediately once this Letter is received or a specified number of days after it’s received? Check your contract to see if there are any requirements regarding this.
Force Majeure Contract Termination Letters inform a party to a contract that the contract is being ended due to the effects of a force majeure event. To do this, this Force Majeure Contract Termination Letter template includes the following terms and sections:
Names, addresses, date and reference
This Letter starts with a traditional letter structure, which clearly identifies the sender and the recipient of the Letter (ie the parties to the contract), their addresses, and the Letter’s date. A reference number or code that the parties can use to identify this Letter is also set out here.
Re: Notice of termination of the contract…
Here the contract being ended is identified. The Letter’s purpose set out: giving the recipient formal notice that the contract is being ended.
Introduction
This section provides basic information about the contract, for example, the parties to it, its date, and which party wishes to terminate the contract due to the force majeure event. The force majeure event in question is also described.
Notice
The amount of notice being given to end the contract is set out here (ie either the contract is to be ended immediately or a specified number of days after this Letter is received).
Reservation of rights
This section sets out the sender’s express reservation of their rights to make legal claims regarding any losses suffered due to the force majeure event, under the contract and under the law more broadly.
Acknowledgement and further actions
This final section asks the recipient to confirm that they have received the Letter and that they will complete all necessary actions (eg making final payments, if required) when the contract is ended.
Yours faithfully…
The Letter ends with spaces for the sender to sign and date the document.
If you want your Force Majeure Contract Termination Letter to include further or more detailed provisions, you can edit your document. However, if you do this, you may want a lawyer to review the document for you (or to make the changes for you) to make sure that your modified Letter complies with all relevant laws. Use Rocket Lawyer’s Ask a lawyer service for assistance.
Comply with any restrictions imposed by the contract after it’s ended
Commercial contracts sometimes contain provisions intended to continue after the contract itself has ended. For example, terms preventing parties from disclosing each other’s confidential information or preventing them from competing with each other for a certain period of time. You should check your contract carefully for any such restrictions and make sure to abide by them - as long as they’re reasonable, they’re generally enforceable.
Consider other options if you can’t rely on a force majeure clause
An event may occur that is outside the control of parties to a contract and which prevents you from performing your obligations under the contract, but which is not covered by a force majeure clause in the contract (either because no such clause exists or because it doesn’t cover the type of event that has occurred).
If this is your situation, you could attempt to:
negotiate with the other party to agree to end the contract
end the contract in accordance with other provisions in it (eg an option to end the contract for a party’s convenience by giving a certain amount of notice). You may be able to use a Letter ending a contract to do this
novate the contract using a Novation agreement, to have a new party that is able to perform your obligations under the contract replace you as a party to the contract, or
end the contract in reliance on the common law doctrine of frustration. This is an area of law that allows contracts to be ended due to events that are similar to force majeure events but which were not foreseen by the parties and not included in any force majeure clauses. Ask a lawyer for assistance if you want to rely on frustration to end a contract
Understand when to seek advice from a lawyer
In some circumstances, it’s good practice to Ask a lawyer for advice to ensure that you’re complying with the law and that you are well protected from risks. You should consider asking for advice if:
you're unsure whether you have a force majeure clause in your contract
you’re unsure if your force majeure clause covers the event that has occurred
you're not sure if you can terminate your contract
you need help ending a contract due to an event that’s not covered by a force majeure clause
This Force Majeure Contract Termination Letter doesn’t meet your specific needs
