Force Majeure: When Do Unexpected Events Excuse Performance?

In any commercial arrangement, parties proceed on the basis that contractual obligations will be performed as agreed. In practice, however, business operations are increasingly shaped by external events that are both unpredictable and far‑reaching. Recent years have seen disruptions arising from geopolitical conflict, war, economic sanctions, regulatory interventions, pandemics, and supply chain breakdowns—each of which has had a direct impact on the ability of businesses to perform their obligations.

Force majeure serves as the mechanism through which such situations are addressed. Its application, however, is frequently misunderstood. Not every disruption or adverse event will meet the required threshold. The central consideration is not simply whether the event was unforeseen, but whether it was genuinely beyond the control of the affected party and of such a nature that performance could not reasonably be sustained. Much ultimately depends on the drafting of the contract itself—particularly how force majeure events are defined, and the nature of the obligations imposed on the parties in responding to them.

A clear and considered understanding of this principle is therefore essential. Assumptions of automatic protection can expose businesses to significant legal and commercial risk. By contrast, a carefully structured approach—both at the drafting stage and in response to unfolding events—enables parties to navigate disruption while safeguarding their broader commercial position.