How to review a force majeure clause

A force majeure clause excuses a party from performing when events outside its control get in the way. In US law the protection comes mostly from the words of the clause, not from a general doctrine, so the drafting matters. This guide covers how to read the clause, the US rules around it, and how to review it in Word with LexDraft.

Last checked: 18 October 2026. The law changes; check the current position before relying on this page.

How US courts read force majeure clauses

• Contract first. There is no broad common law force majeure defense. A party relies on the clause, or on the narrow doctrines of impossibility, impracticability and frustration of purpose.
• Narrow reading. New York courts read force majeure clauses narrowly and excuse performance only if the clause specifically covers the event (Kel Kim Corp. v. Central Markets, Inc., 70 N.Y.2d 900 (1987)). General catch-all words are usually read in light of the specific events listed.
• Sales of goods. UCC section 2-615 excuses delay or non-delivery by a seller when performance has become impracticable because of a contingency whose non-occurrence was a basic assumption of the contract, subject to allocation and notice duties.

Clause checklist

• Listed events. Natural disasters, war, terrorism, epidemics and pandemics, government orders, labor disputes, utility failures and cyberattacks. If an event matters to your deal, name it.
• Catch-all. "Any other event beyond the reasonable control of the affected party". Check whether it is limited to events of the same kind as those listed.
• Exclusions. Strikes by the party's own workforce, failures of subcontractors, changes in market conditions and increased cost are often excluded.
• Causation. Must the event "prevent" performance, or only "hinder" or "delay" it? "Prevent" is a much higher bar.
• Payment obligations. Most clauses do not excuse the obligation to pay money. Check that this is clear.
• Notice and mitigation. Prompt written notice, regular updates and a duty to use reasonable efforts to resume performance. Is notice a condition of relief?
• Consequences. Suspension of the affected obligations, extension of deadlines, and a right to terminate if the event lasts longer than a set period (often 30 to 90 days).
• Interaction with other clauses. Business continuity and disaster recovery duties, service levels and supply allocation clauses should line up with the force majeure clause.

A force majeure clause review workflow in Word

LexDraft is a Word add-in from Microsoft AppSource. It opens as a side panel in Word 365 (Windows and Mac), Word 2021 and Word on the web, so the agreement never leaves the tool you already draft in.

1. Open the agreement in Word and open LexDraft in the side panel.
2. Pick the governing law. Select the state named in the governing law clause so LexDraft looks for state-specific red flags.
3. Run the review. Run the review on the whole agreement. For NDAs, SaaS MSAs, DPAs and services agreements, run the matching playbook on the whole agreement; for other contracts LexDraft runs a general review against the governing law you chose. LexDraft has no separate clause-only playbook.
4. Triage by severity. Findings are graded Critical, High, Medium or Low, and LexDraft flags standard terms that are missing.
5. Run the quick checks. The defined-term and cross-reference checks are rule-based and run without AI.
6. Accept or reject each redline. Accepted changes land as native Word tracked changes.
7. Verify and sign off. You check every output before it goes to the client or the other side.

What LexDraft does not do

LexDraft does not give legal advice or decide whether an event qualifies as force majeure. Nothing changes in your document until you accept a redline.

This guide is general information, not legal advice. LexDraft does not give legal advice; qualified counsel must review every draft. Spotted something out of date? Email support@lexdraft.ai and we will fix it.