Force Majeure in Legal English: Why Wording Matters More Than You Think

Force majeure is one of those contract terms almost everyone has heard of, but few people examine closely, especially in English. Lawyers often assume these clauses are “boilerplate.” But when performance is on the line, the words you choose can decide whether your client is protected or not.

Let’s look at what “force majeure” really means in Legal English, and then walk through three real examples of clauses: the good, the bad, and the confusing.

Force Majeure vs. Act of God: What Legal English Really Says

In English drafting, “Act of God” is usually limited to natural disasters like floods, earthquakes, or storms. “Force majeure” is broader: it can include political events, government actions, strikes, and even pandemics, but only if the language is clear.

That is the key. English does not assume coverage. The scope of protection depends on the exact words you put into the clause.

Case Study 1: The Construction Manager Clause

“In the event Construction Manager’s performance of its obligations under this Agreement is delayed due to causes beyond Construction Manager’s and Owner’s control, including, but not limited to, acts of God or public enemy, governmental authority of any nature, fires, strikes, floods, pandemics, epidemics, abnormal weather, war, or riot (“Force Majeure Events”), then the time for performance hereunder shall be extended a period of time equivalent to the duration of the delay that is approved by Owner in writing, and Construction Manager shall not be liable for any damage to Owner resulting from such Owner-approved delay; provided, however, that Construction Manager shall promptly notify Owner of such delay in writing, and shall use all reasonable efforts to mitigate any adverse consequences from the Force Majeure Event causing the delay. The extension of time described herein shall be Construction Manager’s sole remedy for delays caused by Force Majeure Events, and Owner shall not be liable for any additional payments to or damages of Construction Manager for delays caused by Force Majeure Events.”

What works:

• Clear list of events

• Notice and mitigation obligations are spelled out

• Remedy is defined: extra time only

  
  

What does not work:

• Biased toward the Owner: performance extensions only if the Owner approves in writing

• Remedy is limited: no cost relief, only time

Drafting takeaway: Be alert to wording that shifts all control to the other side. In English, that can be as simple as one phrase like “approved by Owner.”

Case Study 2: The Concessionaire / Utility Clause

Too long for you? Me too! Click here to skip the long read and get to the point.

“For the purpose of this Agreement, an “Event of Force Majeure” means any circumstance not within the reasonable control of the Party affected, but only if and to the extent that (i) such circumstance, despite the exercise of reasonable diligence and the observance of Good Utility Practice, cannot be, or be caused to be, prevented, avoided or removed by such Party, and (ii) such circumstance materially and adversely affects the ability of the Party to perform its obligations under this Agreement, and such Party has taken all reasonable precautions, due care and reasonable alternative measures in order to avoid the effect of such event on the Party’s ability to perform its obligations under this Agreement and to mitigate the consequences thereof. Instances of Force Majeure to the extent they take place in [country], acts of terrorists, blockade, embargo, riot, public disorder, violent demonstrations, insurrection, rebellion, civil commotion and sabotage; • to the extent that they are politically motivated, strikes, lockouts, work stoppages, labour disputes, or such other industrial action by workers, save in relation to the Concessionaire, when such event is directly related to, or in direct response to any employment policy or practice (with respect to wages or otherwise) of the Concessionaire; • failure or inability of the Concessionaire to obtain or renew any Consent, on terms and conditions as favourable in all material respects as those contained in the original Consent relating to the Concessionaire’s Business (other than due to a breach by the Concessionaire of any of such terms and conditions); • any action or failure to act without justifiable cause by any Competent Authority, other than a court or tribunal (including any action or failure to act without justifiable cause by any duly authorised agent of any Competent Authority, other than a court or tribunal); • expropriation or compulsory acquisition of the whole or any material part of the Concessionaire’s System or Investor’s shares in the Concessionaire, except where such appropriation or compulsory acquisition is on account of contravention of law by the Concessionaire or by the Investor; • any legal prohibition on the Concessionaire’s ability to conduct the Concessionaire’s Business, including passing of a statute, decree, regulation or order by a Competent Authority prohibiting the Concessionaire from conducting the Concessionaire’s Business, other than as a result of the Concessionaire’s failure to comply with the law or any order, Consent, rule, regulation or other legislative or judicial instrument passed by a Competent Authority; • in relation to the Concessionaire, non-performance by a counter-party under a contract relating to the Concessionaire’s Business by reason of an event or circumstance that would constitute a Political Force Majeure Event under this Agreement, provided that breakdown of plant or equipment (unless itself caused by an Event of Force Majeure), or unavailability of funds, shall not constitute an Event of Force Majeure. Effects of an Event of Force Majeure Either Party shall be excused from performance and shall not be in default in respect of any obligation hereunder to the extent that the failure to perform such obligation is due to a Natural Force Majeure Event. Additionally, the Concessionaire, [but not [ ] in respect of [ ]], shall be excused from performance and shall not be in default in respect of any obligation under this Agreement to the extent that the failure to perform such obligation is due to a Political Force Majeure Event.Subject to the provisions of clause 1.1, Events of Force Majeure shall include, but not be limited to: (a) the following Natural Force Majeure Events: • fire, chemical or radioactive contamination or ionising radiation, earthquakes, lightning, cyclones, hurricanes, floods, droughts or such other extreme weather or environmental conditions, unanticipated geological or ground conditions, epidemic, famine, plague or other natural calamities and acts of God; • explosion, accident, breakage of a plant or equipment, structural collapse, or chemical contamination (other than resulting from an act of war, terrorism or sabotage), caused by a person not being the affected Party or one of its contractors or subcontractors or any of their respective employees or agents; • to the extent that they do not involve [country] or take place outside of [country], acts of war (whether declared or undeclared), invasion, acts of terrorists, blockade, embargo, riot, public disorder, violent demonstrations, insurrection, rebellion, civil commotion and sabotage; • strikes, lockouts, work stoppage, labour disputes, and such other industrial action by workers related to or in response to the terms and conditions of employment of those workers or others with whom they are affiliated save, when such event is directly related to, or in direct response to any employment policy or practice (with respect to wages or otherwise) of the party whose workers resort to such action; • in relation to the Concessionaire, non-performance by a counter-party to a contract relating to the Concessionaire’s Business by reason of an event or circumstance that would constitute a Natural Force Majeure Event under this Agreement; and (b) the following Political Force Majeure Events:....”

What works:

• Very specific: distinguishes between Natural and Political Force Majeure

• Includes detailed carve-outs (for example, strikes only if politically motivated)

What does not work:

• Overloaded sentences full of qualifiers make it hard to read in English

• So detailed it risks being inconsistent across subclauses

Drafting takeaway: Clarity beats exhaustiveness. If English sentences become too long and layered, they stop protecting anyone.

Case Study 3: The Broad and Formal Clause

Too long for you? Me too! Click here to skip the long read and see the point.

“VI. Force Majeure 1. The Force Majeure of this Agreement shall refer to the unforeseeable, unavoidable and insurmountable event and circumstance that may generate the substantial influence on one party or multiple parties performing this Agreement, including but not limited to the earthquake, typhoon, flood or other natural disasters, fire, explosion, embargo, strike, riot, war, epidemic disease or policy change etc. 2. If any delays to perform or fails to perform its obligations under this Agreement due to the force majeure event, this party shall notify the other party in written form as soon as possible and provide the detailed documents relating to this event and the files of proving this event (including but not limited to the files of official governance department, if applicable) to the other party within five days upon the occurrence of this event, and describe the reasons that it fails to perform or delays to perform all or partial provisions under this Agreement. 3. In case of occurring any force majeure event, any party shall not undertake the liability for breach of contract to the other party, which shall not be deemed as the violation of this Agreement. The party of declaring the occurrence of force majeure event should take the appropriate measures to minimize or eliminate the influences of force majeure event, and try to recover the performance influenced by the force majeure event within the shortest time. In case of any force majeure occurred after any party delays to perform, it is unable to exempt its responsibility. 4. If the force majeure event or the result of force majeure event obstacles any party to perform its all or partial obligations under this Agreement, and such force majeure event lasts fifteen days or above, all parties shall discuss and determine whether terminating this Agreement by means of consultation and unanimous vote in accordance with the influences of force majeure event.”

What works:

• Documentation requirement: parties must prove the event

• Termination mechanism if the event lasts 15 days

What does not work:

• Vague terms like “policy change” and “substantial influence” do not translate well into English legal meaning

• Phrases like “files of proving” suggest translation issues that weaken enforceability

Drafting takeaway: English contracts demand precision. Avoid vague categories and check that the English reads naturally, not like a literal translation.

A Practical Drafting Checklist

When writing or reviewing a force majeure clause in English, ask yourself:

✅ Have I listed only the events that matter to this deal?

✅ Did I avoid vague catch-alls like “any other cause beyond the parties’ control”?

✅ Is the clause written in short, clear English sentences?

✅ Are key terms (Competent Authority, Political Force Majeure) defined but not over-capitalized?

✅ Does the clause include both notice and mitigation obligations?

✅ Have I made remedies explicit: time only, time plus cost, or termination?

✅ Does the clause align with the governing law of the contract?

If you can check all of these, you have a clause that is not just legally sound but also clear in English.

Final Thoughts

Force majeure clauses are often treated as boilerplate, but in English they are anything but. A single phrase can mean the difference between protection and liability.

That is why sharpening your English drafting skills is not just an academic exercise. It is a way to protect your clients in high-stakes deals.

👉 Want to go deeper into contract drafting in English? Join the Contract English Accelerator Waitlist and be the first to know when enrollment opens.

And if you have seen a confusing, vague, or just plain bad force majeure clause in your work, send it my way. If I feature your example on the blog, you will be entered to win a full scholarship to the Contract English Accelerator.