Is A Force Majeure Clause Enforceable in United States?
US common law has no general doctrine of force majeure — it applies only where the contract expressly includes it, and courts construe such clauses narrowly. For contracts involving the sale of goods, the Uniform Commercial Code provides a separate, narrower excuse for impracticability of performance, but this is not a substitute for a well-drafted contractual clause.
This page describes the general approach United States law takes to this clause type — it is informational, not legal advice on any specific contract. Enforceability in a real dispute depends on the exact wording, the specific facts, and current law, all of which can change. Have your actual clause reviewed by a lawyer before relying on it.
How United States approaches this
As in the UK and Singapore, US courts treat force majeure as purely contractual — without an express clause, a party facing a disruptive event has no general common-law force majeure doctrine to fall back on, only the narrower doctrines of impossibility or frustration of purpose, which are demanding standards to meet.
The Uniform Commercial Code, adopted with variations across states, includes a specific excuse for sellers of goods whose performance has become impracticable due to an unforeseen contingency — but this applies specifically to goods contracts and is narrower in scope than most negotiated force majeure clauses.
US courts, like UK courts, generally require the invoking party to show the specific event falls within the clause's language and that reasonable mitigation efforts were made — a clause invoked opportunistically, without a genuine causal link to non-performance, is unlikely to succeed.
What determines the outcome
- Whether an express force majeure clause exists, given the absence of a general common-law doctrine
- For goods contracts, whether UCC impracticability provisions might independently apply
- Precise wording of listed events and whether the specific disruption falls within them
- Evidence of genuine causation and reasonable mitigation efforts
Practical guidance
- Draft a comprehensive, specific list of events plus a genuine catch-all provision
- For goods contracts, understand how UCC impracticability provisions interact with the contractual clause
- Document mitigation efforts contemporaneously if invoking the clause, since courts expect to see them
Frequently asked questions
Is a force majeure clause enforceable in United States?
US common law has no general doctrine of force majeure — it applies only where the contract expressly includes it, and courts construe such clauses narrowly. For contracts involving the sale of goods, the Uniform Commercial Code provides a separate, narrower excuse for impracticability of performance, but this is not a substitute for a well-drafted contractual clause.
Is this legal advice?
No. This page describes the general approach United States law takes to force majeure clauses — it is not legal advice on any specific contract. Enforceability in a real dispute depends on the specific wording, facts, and current law. Have the actual clause reviewed by a lawyer before relying on it.
Force Majeure Clause in other jurisdictions
Other clauses in United States
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