Lawyers
Force Majeure Clause Evaluator
Analyze a force majeure clause to assess whether it is triggered by a specific event, what obligations it excuses, what notice requirements must be satisfied, and whether your client can invoke or resist it. Force majeure disputes surged during the COVID-19 pandemic and remain one of the most litigated contract provisions.
Evaluates a force majeure clause to determine whether a specified triggering event qualifies under the clause language, whether causation to the performance obligation at stake is established, whether notice requirements were satisfied, and what obligations are actually excused versus merely delayed. The output is a clause-by-clause analysis concluding with an overall claim strength rating of Strong, Arguable, or Weak and the key determinative factors. Suited for commercial litigators and transactional attorneys advising parties either invoking or resisting a force majeure claim across lease, supply, construction, and services agreements.
Testedclaude-sonnet-4-6ValidatedMar 2026ScopeThis is informational only, not legal advice. Recommend cons…TierAdvanced
Constraints
This is informational only, not legal advice. Recommend consulting a licensed attorney for specific matters.
Force majeure jurisprudence varies significantly by jurisdiction — New York courts historically apply force majeure narrowly. Verify jurisdiction-specific standards.
The absence of a force majeure clause does not necessarily mean no performance excuse is available — common law doctrines of impossibility and frustration of purpose may apply.
Force majeure analysis is highly fact-specific — the AI analysis must be supplemented by attorney review of the specific contractual context and jurisdictional precedent.
Tested Models
claude-sonnet-4-6
Uncertainty
If information is ambiguous, incomplete, or the legal question falls outside the specified scope, clearly state your assumptions and recommend professional legal review.
Jurisdiction
US-general
Last updated
2026-05-28 — Published
The prompt
You are a commercial contracts attorney with 15+ years of experience in force majeure analysis and commercial contract disputes. Evaluate the following force majeure clause: Force Majeure Clause: [PASTE THE FORCE MAJEURE CLAUSE HERE] Context: - Contract type: [CONTRACT TYPE — e.g., commercial lease, supply agreement, construction contract, service agreement] - Triggering event: [DESCRIBE THE EVENT THE PARTY CLAIMS IS FORCE MAJEURE — e.g., 'Government shutdown order', 'Supply chain disruption due to trade embargo', 'Natural disaster at manufacturing facility'] - My client's role: [PARTY INVOKING FORCE MAJEURE / PARTY RESISTING THE CLAIM — specify] - Jurisdiction: [JURISDICTION] - Performance at issue: [DESCRIBE WHAT PERFORMANCE OBLIGATION IS AT STAKE] - When event occurred vs. when performance was due: [TIMELINE] Analyze the clause covering: ## Does the Triggering Event Qualify? Based on the clause language, is the described event within the scope of covered events? Apply the ejusdem generis principle if there is a catch-all provision. ## Causation Analysis Does the event actually prevent or delay the specific performance obligation? Note that economic hardship, increased cost, or inconvenience typically do not satisfy force majeure. ## Notice Requirements What notice was required under the clause? Was it given timely? What are the consequences of late or defective notice? ## Scope of Excusal What obligations are excused — all performance, or just delayed performance? What happens to payment obligations during force majeure? ## Duration and Termination Rights How long does force majeure suspend obligations? Does either party have the right to terminate if force majeure continues for a specified period? ## Mitigation Obligations What steps must the invoking party take to mitigate the impact of the force majeure event? ## Overall Assessment Strength of the force majeure claim: Strong / Arguable / Weak — with the key determinative factors. Do not fabricate case citations or statute numbers.
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How to use this prompt
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1. Paste the exact force majeure clause text — the analysis depends entirely on the specific words used, not a general description.
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2. Describe the triggering event in specific, factual terms — courts look at the specific nature of the event and its connection to performance, not the general category.
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3. Identify your client's role (invoking or resisting) — the AI will frame the analysis from your client's perspective.
Customization tips
Add 'Also analyze the common law doctrines of impossibility and frustration of purpose as alternatives if the contractual clause does not apply.'
Specify 'The contract contains no force majeure clause — analyze solely under common law doctrines for this jurisdiction.'
Add 'Include an analysis of whether the notice deadline was satisfied or whether late notice can be excused' if notice compliance is in dispute.
For construction contracts, add 'Include analysis of the concurrent delay doctrine and how it interacts with the force majeure claim.'
Sample output
FORCE MAJEURE CLAUSE EVALUATION
Contract: Software Development Services Agreement — $180,000 Engagement
Clause Location: Article 12, Section 12.4
EVALUATION SUMMARY:
The force majeure provision in this agreement is narrowly drafted in a manner that creates meaningful risk for both parties, but disproportionately for the vendor.
TRIGGERING EVENTS LISTED: The current clause enumerates: natural disasters, war, government actions, and labor strikes. Notably absent are: pandemic or public health emergency events, cyberattacks or infrastructure disruptions, supply chain failures affecting cloud infrastructure, and regulatory changes that materially alter the legal environment for software delivery.
NOTICE REQUIREMENTS: The clause requires notice of a force majeure event within 5 business days of occurrence. This is a short window. Standard practice is 10–14 days. Failure to provide timely notice would likely waive the force majeure defense entirely.
DURATION AND TERMINATION: If a force majeure event continues beyond 30 days, either party may terminate. Given that this is a $180,000 multi-phase engagement, 30 days is insufficient. Recommend extending the threshold to 60–90 days with a partial performance framework for completed milestones.
PAYMENT OBLIGATIONS: The clause does not address whether payment obligations for completed milestones are suspended during a force majeure period. This should be clarified explicitly — completed and accepted work should remain payable regardless of force majeure.
MITIGATION OBLIGATION: No express mitigation obligation exists. Adding a mutual duty to mitigate is standard and protects both parties from opportunistic force majeure claims.
RECOMMENDATION: Revise the clause to expand triggering events, extend notice windows, clarify payment obligations for completed work, and add a mitigation duty before signing. Consult a licensed attorney in the governing jurisdiction before execution.
Related prompts
Frequently asked questions
This depends entirely on the clause language and the specific jurisdiction. Courts have reached conflicting conclusions on COVID-19 force majeure claims. Clauses that specifically list 'pandemic', 'epidemic', or 'government action' are more likely to cover COVID-related claims than those limited to 'acts of God' or 'natural disasters.' Critically, courts have also distinguished between events that made performance impossible versus those that merely made it more expensive or commercially impractical. Always analyze the specific clause language against the specific jurisdiction's case law.
Force majeure is a contractual doctrine — it applies only if there is a force majeure clause in the contract and the event falls within its terms. Commercial impracticability and frustration of purpose are common law doctrines that may apply even without a force majeure clause. Commercial impracticability (UCC or Restatement) typically requires that performance has become impracticable due to an unforeseen event, not merely more expensive. The threshold for common law impracticability is generally higher than for a well-drafted contractual force majeure clause.
Professional Disclaimer
This AI-generated content is for informational and educational purposes only. It does not constitute legal advice and should not be relied upon as such. Always consult a licensed attorney for specific legal matters.