Force majeure clause analysis—a practical guide
Published by a LexisPSL Dispute Resolution expert

The following Dispute Resolution practice note provides comprehensive and up to date legal information covering:

  • Force majeure clause analysis—a practical guide
  • Stage 1—is there a force majeure clause?
  • Stage 2—has there been a force majeure event?
  • Stage 3—identifying the effected obligation
  • Stage 4—how has the force majeure event impacted performance?
  • Stage 5—causation and force majeure
  • Stage 6—alternative performance
  • Stage 7—potential pitfalls
  • Stage 8—next steps

Force majeure clause analysis—a practical guide

This Practice Note provides a step-by-step process for analysing and invoking a force majeure clause. It must be read in conjunction with Practice Note: Force majeure—consequences and contract discharge.

Stage 1—is there a force majeure clause?

There is no legal concept in English law of ‘force majeure’ (contrast this with countries which apply a civil code specifically recognising force majeure, eg, France). Therefore if your client wishes to avoid or limit their liability because of an inability to perform caused by an event such as, eg, the coronavirus (COVID-19) pandemic or the imposition of financial sanctions against Russian entities and individuals/impact of Russia’s invasion of Ukraine in February 2022, then you will need to check that the relevant agreement contains a force majeure clause.

(For guidance on breaching contractual terms due to financial sanctions more generally, see Practice Note: Termination for breach of contract — Financial sanctions and breach of contract.)

As with any contractual clause, how the force majeure clause is to be interpreted is a matter of established principles of contract interpretation (see Practice Notes: Contract interpretation—the guiding principles and Contract interpretation—rules of contract interpretation) and as discussed further.

In reviewing the agreement, ensure that you conduct a thorough review of the whole agreement and that you understand how different clauses operate and inter-act with one another. See, eg Practice Note: How

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