The information provided in this article is for educational and informational purposes only and does not constitute legal, financial, or tax advice. No attorney-client relationship is formed by reading this content. Laws and regulations vary by jurisdiction and change frequently; always consult with a qualified professional regarding your specific situation. The author and publisher assume no liability for any actions taken based on this information.
- Force majeure clauses are mostly governed by state contract law
- The force majeure definition usually comes from the written clause
- Courts often interpret force majeure events narrowly
- Impossibility frustration and impracticability are related doctrines
- UCC Section 2 615 can affect sales of goods contracts
- Disputes often focus on causation foreseeability and contract wording
- Contract disputes may be handled in court arbitration or another forum
- Sources
Key Facts
- State level: Force majeure disputes are usually decided under state contract law, and outcomes often depend on the exact contract wording.
- State level: A force majeure clause commonly excuses performance only when an extraordinary event directly prevents performance and is outside the affected party’s control.
- State level: Courts often treat a force majeure event differently from ordinary business risk, and increased cost alone is commonly not treated as enough.
- State level: Some states interpret force majeure clauses narrowly and focus on whether the event is specifically listed in the clause.
- State level: Force majeure is related to other contract defenses such as impossibility and frustration of purpose, which can apply even without a force majeure clause.
- State level: For many sales of goods, a state’s version of UCC Section 2-615 can provide an excuse when performance becomes impracticable due to certain unexpected conditions.
- Federal and state: Government orders or regulations can be relevant to force majeure arguments, but the legal effect usually turns on the contract text and state law.
- Federal level: The U.S. Constitution’s Contract Clause limits certain state laws that impair contract obligations, but most performance disputes still turn on state contract rules.
As of February 2026, this article summarizes common U.S. concepts, but contract rules and court decisions can change and vary significantly by state.
Force majeure clauses are mostly governed by state contract law
In the United States, contract interpretation and enforcement are mostly matters of state law, including how courts read a force majeure clause and whether a claimed force majeure event fits the contract language.
Federal law can matter in some contract settings, but many everyday commercial disputes about performance and breach are handled under state contract principles.
The Uniform Commercial Code is an example of how “uniform” rules can still be state law because the UCC is a model code that states enact as state statutes, sometimes with state-specific changes.
The force majeure definition usually comes from the written clause
In plain English, a force majeure clause is a contract term that can excuse one or both parties from performing when an extraordinary event directly prevents performance and the event is beyond the affected party’s control.
A “force majeure definition” is often not a single universal rule, because contracts commonly define what counts as a force majeure event inside the agreement itself.
In many contracts, force majeure events are described as “acts of God” and may include both natural and human-caused events.
Courts often interpret force majeure events narrowly
Courts often read force majeure clauses closely and focus on whether the claimed event matches the words the parties chose, which is one reason results can differ from state to state.
Courts commonly require a close connection between the event and the failure to perform, meaning the event is described as directly preventing performance rather than simply making performance harder.
General legal sources commonly describe “mere impracticality” or unanticipated difficulty as not enough by itself to excuse performance under a force majeure clause, and economic downturn is often described as a regular business risk rather than a force majeure event.
Courts may also treat extremely broad language with caution, and some courts have refused to enforce force majeure clauses that are drafted so broadly that it becomes unclear what risks were actually allocated.
Impossibility frustration and impracticability are related doctrines
Force majeure clauses are contractual risk-allocation tools, but they are not the only way a party might claim that performance is excused under contract law.
In many states, common-law doctrines such as impossibility and frustration of purpose can sometimes excuse performance when an unforeseen event occurs after the contract is formed, although courts often apply these doctrines narrowly and details vary by state.
Impossibility is commonly described as applying when performance becomes literally impossible due to an unforeseen event, while frustration of purpose focuses on whether an unforeseen event destroys the contract’s principal purpose even if performance is still possible in theory.
UCC Section 2 615 can affect sales of goods contracts
In contracts for the sale of goods, many states’ versions of UCC Section 2-615 address when a seller’s delay or non-delivery may be excused because performance has become impracticable due to a contingency that was a basic assumption of the contract or due to compliance with a governmental regulation or order.
The same section also contains rules about allocation when only part of the seller’s capacity to perform is affected and about giving notice that there will be delay or non-delivery, but how these concepts apply in a given dispute can depend on the state’s enacted version and the contract’s own terms.
Disputes often focus on causation foreseeability and contract wording
In force majeure disputes, courts commonly focus on whether the event actually caused the nonperformance, whether the event fits the contract’s list or definition, and whether the contract requires the event to make performance impossible or merely impracticable.
Disputes can also involve whether the risk was already foreseeable when the parties contracted and how the contract allocates that type of foreseeable risk.
Many contracts include related terms that affect how a force majeure clause operates, such as whether duties are suspended versus terminated, whether deadlines are extended, and what kinds of notices are required, and those details often drive the outcome of a dispute.
Contract disputes may be handled in court arbitration or another forum
When parties disagree about whether force majeure applies, the dispute may be handled in state court litigation, in arbitration, or through other processes that the contract selects, and the governing law clause may affect which state’s rules are applied.
Where a dispute is litigated, a court typically reviews the contract text, evidence about the event and its effects on performance, and applicable state statutes or state common-law doctrines that relate to excuses for nonperformance.
