Do you need a force majeure clause?

What happens if I don’t include a force majeure clause—could I still be held liable if I can’t deliver because of something unexpected?

Answer

You don't need a force majeure clause for a contract to be valid, but many businesses find it helpful. This type of clause protects both sides when something truly beyond your control — like a natural disaster, war, or government shutdown — makes it impossible to do what the contract requires.

If your contract doesn't have a force majeure clause, you don't have a clear plan for dealing with these unexpected events. Instead, you may have to rely on general legal rules like "impossibility" or "frustration of purpose." These are harder to prove and depend on how a court views your situation. For example, it's not enough for something to become more expensive or inconvenient — it must be truly impossible to perform.

Some contracts — especially ones involving goods or construction — may also be covered by the Uniform Commercial Code (UCC). The UCC offers a limited rule called "commercial impracticability," which may excuse performance even without a force majeure clause. But this rule also has a high bar and doesn't apply to every contract.

Including a force majeure clause adds predictability. It explains which events might excuse someone from performing and what happens next. This can help reduce confusion and prevent disputes later on.

What to consider in your specific situation

The right approach depends on your unique business and contract details, including:

The type of contract and industry involved.
How the clause defines covered events.
Your state's or country's contract laws.
The potential financial impact of missed obligations.
Any history of contract changes or disputes.

Since every situation is different, you can use Rocket Copilot to get legal information about force majeure clauses, or connect with a Legal Pro to learn more.

Explore more about termination and term-related clauses

Explore more questions about force majeure

Force majeure clauses explain what happens if unexpected events—like natural disasters, strikes, or emergencies—prevent one or both parties from fulfilling the contract. These questions focus on when force majeure applies and whether it can excuse performance or payment.