Reviewing a force majeure clause

A force majeure clause excuses a party from performing when an event outside its control stops it, and it does only what its words say: English law has no general doctrine of force majeure, and a clause that lists floods and strikes does not cover a supplier's own insolvency, a price rise or a pandemic unless the words reach it. The party relying on the clause must show that the event caused the failure and could not have been overcome, and the party exposed to it needs the clause to stop short of excusing everything. I review the clause from whichever side instructs me and return it marked up with a written explanation of what it covers, what the party relying on it must prove, and the changes the other side will accept, for a fixed fee of £495 in three working days.

Who this is for

Suppliers, contractors, manufacturers and service providers in England and Wales that may need to suspend performance, and customers that need to know when their supplier can stop, in supply, services, construction, logistics, events and manufacturing contracts. Both parties are businesses.

What to look for in a force majeure clause

The events listed and the catch-all

The clause defines force majeure by a list of events and, usually, a catch-all for events beyond the party's reasonable control. The review checks whether the list covers the events that could affect this contract: epidemic and government restriction, cyber attack, failure of a utility or a telecoms network, a sub-contractor's failure, a change in law, sanctions and export controls, and whether the catch-all is wide enough to reach an event the list does not name. For a customer, it removes events within the supplier's control, labour shortages, a sub-contractor's default, a price increase, from the list.

Causation, prevention and the party that could have performed

The party relying on the clause must show that the event caused the failure to perform and that performance was prevented, hindered or delayed as the clause requires, and a party that could have performed at greater cost is not prevented. In RTI Ltd v MUR Shipping BV [2024] UKSC 18 the Supreme Court held that a reasonable endeavours proviso in a force majeure clause does not require the party to accept a non-contractual performance from the other side, even one that would cause it no detriment: the question is whether the contract as written could be performed. The review checks the trigger words and drafts them to match the risk allocation the parties intend.

The reasonable endeavours proviso and mitigation

The clause will require the affected party to use reasonable endeavours to overcome the event and to mitigate its effects, and the review checks what that requires in practice: alternative suppliers, alternative routes, additional cost, and whether the party must spend money to perform. For a supplier, it limits the proviso to steps that do not require performance on different terms; for a customer, it adds an obligation to resume as soon as the event permits and to prioritise the customer's orders.

Notice, evidence and the procedure

The clause should require prompt notice of the event, its expected duration and its effect, with updates, and the review checks that the party relying on it can meet the procedure and that a failure to give notice in time does not forfeit the protection entirely. It also checks the evidence the affected party must provide, since the other side will want to test whether the event, rather than the affected party's own planning, caused the failure.

The consequences: suspension, extension, cost and termination

During the event the affected party's obligations are suspended and time is extended; the review checks whether payment obligations are suspended too, who bears the cost of the delay, whether the customer may source elsewhere, and whether either party may terminate if the event continues beyond a stated period, with payment for work done and interest under the Late Payment of Commercial Debts (Interest) Act 1998 for sums already due. It also checks that a liquidated damages clause does not continue to run during a force majeure event and that the clause interacts with the limitation of liability and the insurance provisions.

Frustration where there is no clause, or the clause does not reach

Where the contract has no force majeure clause, or the event falls outside it, a party can rely only on the doctrine of frustration, which discharges the contract where an event makes performance impossible or radically different from what was undertaken, and the Law Reform (Frustrated Contracts) Act 1943 then governs the recovery of sums paid and the allowance for expenses. Frustration ends the contract rather than suspending it, and a party that treats a contract as frustrated when it is not commits a repudiatory breach. The review advises on whether frustration is available and drafts a clause so that the parties do not have to rely on it.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

Our supplier says it cannot perform because its costs have doubled. Is that force majeure?

Not unless the clause says so, and a rise in cost does not prevent performance; it makes it more expensive. The review reads the clause's events and trigger words and sets out whether the supplier can rely on it and what it must show.

We could perform if the customer accepted delivery to a different port. Do we have to offer that?

The Supreme Court held in RTI Ltd v MUR Shipping BV that a reasonable endeavours proviso does not require a party to accept, or offer, performance on non-contractual terms; the question is whether the contract as written can be performed. The review applies that to your clause and the facts.

There is no force majeure clause in our contract. What happens if an event stops us?

You are left with the doctrine of frustration, which applies only where performance becomes impossible or radically different, and which ends the contract rather than pausing it. The review advises on whether it is available and drafts a clause for the next contract.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• Reviewing a termination clause
• Reviewing a price adjustment or indexation clause

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.