"We couldn't do as good a job as we do without it. 老司机午夜福利 gives us the security and confidence that we are best serving our clients because the information we are working on is the most accurate we can get"
Avensure
Access all documents on Force majeure
An unexpected and exceptional event that allows one party to terminate the contract without being liable for damages.
Force majeure is literally translated as 'superior forces', something to overrule a settled state of affairs and cognate with an 'act of God'. In common language it is an unexpected and disruptive event that may operate to excuse a party from its obligations under a contract. The term force majeure is not a technical term with its own clearly defined meaning under English law although it can be drafted as a contractual clause. The courts have sought, through their decisions on individual cases, to give guidance as to what in specific circumstances is and is not covered by the term. However, there remains no clearly defined general definition of a force majeure event.
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business鈥揳ll whilst saving time and reducing risk.
For our full legal glossary and more legal research sources, register for a free Lexis+ trial
Drafting a building contract/schedule of amendments鈥攃hecklist Once the procurement route and form of building contract has been selected (see Practice Note: Choosing the right procurement method鈥攃onstruction projects) the employer should consider the following matters and incorporate the appropriate drafting in the building contract particulars and schedule of amendments. This Checklist assumes that the parties are using a standard form of building contract, such as a JCT form, and that the employer is proposing the first draft including the completed contract particulars and a schedule of amendments, which amends the standard terms. This list is not exhaustive, however, and there may be other project specific matters/risks that need to be taken into account: Contractual matters 鈥 Carry out due diligence on the contractor The employer needs to carry out due diligence on the contractor at the outset to determine whether its financial position is acceptable. Confirm the contractor鈥檚 company number and name at Companies House. 鈥 Obtain consultants鈥 details Confirm the full details of the consultants engaged by the employer; some...
Patent assignment鈥攃hecklist This Checklist identifies the key terms typically included in an assignment of patents or patent applications. This document can be used as a checklist of issues to consider when drafting, reviewing or negotiating an assignment of patents or patent applications. It can also be adapted for use as a heads of terms to record basic agreed terms while a formal assignment is being negotiated. How to use this Checklist This Checklist is designed to highlight issues that commonly arise during the negotiation and drafting of the following type of agreements: 鈥 Patent assignment鈥攑ro-assignor 鈥 Patent assignment鈥攑ro-assignee For further information on issues raised by this Checklist, see Practice Note: Assigning intellectual property rights. This Checklist can also, where appropriate, form the basis of a simple non-binding heads of terms. For guidance on how to do this, see Precedent: Heads of terms鈥攃ommercial contracts. Checklist for proposed assignment of patents or patent applications Checklist Further information Notes (if any) Key commercial considerations 鈽 Parties Confirm which entities will be party...
Discover our 58 Checklists on Force majeure
Banking & Finance frequent tasks tool Lending Drafting and reviewing finance documents Task Guidance Precedents/Checklists/Forms Drafting and reviewing term sheets, confidentiality arrangements and mandate letters 鈥 Term sheets in lending transactions 鈥 How to draft and negotiate a LMA investment grade term sheet 鈥 Drafting and negotiating confidentiality arrangements in loan transactions 鈥 How to draft and negotiate mandate letters in loan transactions 鈥 Term sheet (for a term loan facility): single company borrower鈥攂ilateral鈥攚ith or without security or a guarantee 鈥 Investment grade term sheet (for a term loan facility): single company borrower鈥攕yndicated鈥攚ith or without guarantees 鈥 Confidentiality agreement鈥攐ne-way鈥攑ro-recipient 鈥 Confidentiality agreement鈥攐ne-way鈥攑ro-discloser 鈥 Confidentiality agreement鈥攎utual Drafting and reviewing a facility agreement 鈥 The facility agreement鈥攐verview 鈥 Structure of a facility agreement 鈥 Negotiation guide鈥攆acility agreement 鈥 How to draft and negotiate a facility agreement 鈥 Loan Market Association investment grade facilities agreement鈥攃ommentary 鈥 Facility agreement (term loan): single company borrower鈥攂ilateral鈥攚ith or without security or a guarantee 鈥 Short-form facility agreement (term loan): single company borrower鈥攂ilateral鈥攗nsecured 鈥 Short-form facility agreement...
Scope of the ISDA Master Agreement鈥擲ection 5 (Events of Default and Termination Events) ISDA documents The 1992 and 2002 ISDA Master Agreements (the Master Agreement) are standard form documents produced by the International Swaps and Derivatives Association (ISDA). In this Practice Note, references to Sections of a Master Agreement and Parts of a Schedule are references to the 2002 ISDA Master Agreement and Schedule unless otherwise stated. For general information about negotiating ISDA Master Agreements, see Practice Note: Introduction to negotiating ISDA documents. What are Events of Default and Termination Events? Section 5 (Events of Default and Termination Events) of the Master Agreement, is divided into two sections: 鈥 Section 5(a) (Events of Default) sets out the Events of Default, and 鈥 Section 5(b) (Termination Events) sets out the Termination Events Events of Default are events which give one party the right to terminate any outstanding Transactions under an ISDA Master Agreement. A decision to declare an event an Event of Default will...
Discover our 197 Practice Notes on Force majeure
Licence to use photographs This Agreement is made on [insert date] (the Commencement Date) between the following parties (each a party and together the parties): Parties 1 [insert licensor name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the 鈥楲icensor鈥); and 2 [insert licensee name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the 鈥楲icensee鈥). Background (A) Licensor is the proprietor of the Photographic Works. (B) Licensor wishes to license the Photographic Works to Licensee and Licensee wishes to receive the same on the terms of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 Definitions In this Agreement: Affiliate 鈥 means any entity that directly or indirectly controls, is controlled by or is under common control with, another entity; Control 鈥 means that a person owns directly or indirectly more than 50% of...
Service Level Agreement (hardware/software fault resolution support services) Service Level Agreement 1 Definitions 1.1 In this Schedule: 24x7x365 鈥 means 24 hours per day, 7 days per week, 365 days per year (or 366 days if a leap year); Business Day 鈥 means any day which is not a Saturday, Sunday or a public or bank holiday in England; [Critical Service Level Failure 鈥 means a failure by the Supplier to achieve a P1 Resolution in accordance with the P1 Resolution Service Level (subject to paragraph 4) on [[three] occasions in any [three] Month period OR define as appropriate];] End of Support 鈥 means that: (a) the version of any software in the Supported System; or (b) any model of hardware in the Supported System, has reached its end of support date (as specified by the Supplier or the relevant third party manufacturer) applicable to all users in the market of that software version or hardware model and is therefore no longer supported by the Supplier (or the relevant...
Dive into our 45 Precedents related to Force majeure
Should internal staffing costs be deemed indirect or direct losses? 'Direct loss' and 'indirect loss' 'Indirect loss' is most frequently considered in the context of assessing quantum of damages and in interpreting exemption clauses. The normal function of damages for breach of contract is compensatory but is limited by the principles of causation and remoteness. Damage which is too remote is not recoverable even if there is a causal link between the breach of contract and the loss. Hadley v Baxendale established the 'two limb test' for assessing whether damage resulting from a breach of contract is or is not too remote. Damages may only be recovered for: 鈥 losses arising naturally鈥攖he defaulting party is liable for any losses, which may fairly and reasonably can be considered as arising naturally from the breach of contract. The court will take into consideration the type of trade or transaction in question (direct loss), or 鈥 potentially foreseeable losses鈥攖hose which were in the reasonable contemplation of the parties at...
Is a force majeure clause enforceable in a business-to-consumer contract because of coronavirus (COVID-19)? Traders seeking to rely on force majeure provisions in their contracts with consumers for delays in performance caused by the coronavirus (COVID-19), or to relieve them of their contractual obligations, will need to consider whether: 鈥 the term has been effectively incorporated into the contract, determined in accordance with common law principles, and 鈥 the term is fair, determined in accordance with the Consumer Rights Act 2015 (CRA 2015) If the force majeure clause has not been effectively incorporated into the contract or is unfair, it will not be enforceable against the consumer. Incorporation In order to be enforceable, a term must be properly incorporated into the B2C contract at the time the contract is made. The party seeking to rely on them must show that either the other party has specifically agreed to, or knew of, the terms (eg by showing a signature to them) or that it has done what...
See the 50 Q&As about Force majeure
Commercial analysis: Tariffs have come into the international spotlight in 2025, with the US imposing unprecedented tariffs on imports and other countries, including Canada, China and the EU, imposing retaliatory tariffs on the US in response. These measures have impacted global markets and introduced economic and geopolitical uncertainty. In this article, Peter McCormack and James Lindop, both partners at Eversheds Sutherland, look at the purpose of tariffs, their impact on commercial contracts and supply chains and, from an English law perspective, the measures that businesses may take to deal with this impact.
Commercial analysis: The High Court ruled against Privinvest in a dispute over a parent company guarantee relating to a luxury yacht construction contract. The case provides valuable guidance on contract renunciation, affirmation and interpretation of guarantee clauses. The court held that discussions about potential termination did not constitute a 'clear and unequivocal' renunciation, that subsequent conduct affirmed the contract, and that a claim admitted in German insolvency remained 'contested' for guarantee enforcement purposes. The judgment offers practical insights into how commercial negotiations and conduct affect contractual rights and obligations in high-value commercial relationships. Written by Katie Chandler, Partner, Head of Disputes & Investigations UK and Natalia Faekova (senior associate) at Taylor Wessing LLP.
Read the latest 50 News articles on Force majeure
**Trials are provided to all 老司机午夜福利 content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these 老司机午夜福利 services please email customer service via our online form. Free trials are only available to individuals based in the UK, Ireland and selected UK overseas territories and Caribbean countries. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
0330 161 1234