Force Majeure Clauses and the Coronavirus Pandemic

In light of the ongoing coronavirus public health crisis, entities are reviewing their performance obligations under their existing contracts, and whether they can potentially invoke force majeure clauses. A force majeure clause in a contract excuses a party’s performance obligations when circumstances arise that are beyond a party’s control and make performance of the subject contractual obligations impractical or impossible. Such events typically include things such as acts of God, severe weather events, and earthquakes. Whether a party may invoke a force majeure clause depends on the specific language of a contract. If a contract lists specific events, the force majeure clause generally will be limited in application to those events. Further, the triggering event must be unforeseeable and it must occur outside the invoking party’s control. It should also be noted that some contracts contain requirements that an invoking party give the other contractual party notice before invoking a force majeure clause. Questions regarding force majeure clauses and their application are one of many issues that arise during challenging times, such as the current public health crisis. WGL attorneys are currently assisting clients with this issue, and we are well-versed in contract administration matters and negotiating resolutions to contract issues. If you require legal assistance to interpret your force majeure clauses, please contact WGL Managing Partner Teno West at (917) 922-6226 or for an initial consultation.