Force majeure: the clause that is narrower than people think

A force majeure clause excuses a party from performing when something outside their control prevents it. The popular understanding is that it covers anything unexpected and expensive; the legal reality is that it covers what the clause lists, interpreted narrowly, and that a contract without such a clause generally has no implied version to fall back on.

What a force majeure clause typically covers

• Natural events — flood, fire, storm — where the drafting usually says «acts of God» and means something specific.
• War, terrorism and civil unrest, which are rarely disputed when they occur.
• Government action: embargo, change of law, an order that makes performance unlawful.
• Epidemics and pandemics, which many contracts began naming explicitly only after 2020.
• Industrial action, often qualified so that a strike by your own workforce does not count.
• Not «the market moved», not «our supplier let us down», and not «it became uneconomic» — those are commercial risks the contract allocated to somebody deliberately.

Why it rarely helps as much as expected

Three reasons, in order of how often they bite. The clause usually requires performance to be prevented rather than merely harder or more expensive, which is a much higher bar than it sounds. It generally requires prompt written notice, within a stated period, and failing to give that notice can forfeit the protection entirely regardless of the underlying event. And it typically obliges the affected party to mitigate — to find another route, another supplier, another way — so relying on it while doing nothing is rarely available.

A supplier failing is almost never force majeure for you, even when the underlying cause genuinely is one for them. Unless the clause names supply chain failure, the risk of your own subcontractor sits with you — which is why back-to-back terms with key suppliers matter more than the clause in your customer contract.

If you need to rely on it

1. Read the clause before doing anything else, since what matters is its wording rather than the general principle.
2. Give notice in the form and within the period it specifies, to the party and address it names.
3. Record what was prevented, from when, and what you did to mitigate — contemporaneously, because this becomes the evidence.
4. Keep performing whatever you still can, as partial performance usually remains obligatory.
5. Talk to the other side early, because most of these end in a negotiated variation rather than in a dispute about the clause.

Ettex Records keeps the agreements with their notice requirements and the dates attached, which matters here because the right to rely on a clause is routinely lost by missing a notice window rather than by the facts. The wider question of what each party actually owes belongs with contract compliance tracking, where obligations are watched in both directions.