Force majeure clause (UK): why the wording is everything
Also known as: force majeure event, acts of God clause, excusable delay clause.
- No general doctrine of force majeure in English law
- Frustration: Davis Contractors Ltd v Fareham UDC [1956] AC 696
Last reviewed 23 Jul 2026
A force majeure clause excuses a party from performing, or delays their obligations, when something outside their control makes performance impossible. The critical point for UK contracts is that this protection is not automatic. English law has no general doctrine of force majeure, so the clause only does what its exact wording says, and courts read that wording strictly.
If you are a freelancer or contractor signing a service agreement, a force majeure clause can cut both ways. It can protect you if you genuinely cannot deliver, or it can let a client walk away from their commitments to you.
Key Takeaways
- Force majeure is a creature of contract. If it is not written in, English law does not imply it.
- Clauses are read strictly, so only the events actually listed or clearly covered will count.
- A contract becoming unprofitable, or a party running short of money, is not force majeure.
- Without a clause, the only fallback is frustration, which is far narrower and rarely applies.
What does a force majeure clause do?
A force majeure clause usually does three things:
- Defines the events it covers, often a list such as natural disasters, fire, flood, war, terrorism, government action, and sometimes epidemics, strikes or supply failures.
- Sets out the effect, typically that the affected party's obligations are suspended for the duration of the event rather than breached.
- Adds conditions, such as a duty to notify the other side promptly, to mitigate the impact, and often a right to terminate if the event drags on beyond a set period.
The scope lives entirely in the definition. A clause that lists "acts of God and war" will not help someone hit by a cyber-attack or a pandemic, because neither is covered by those words. Because it interacts with when a deal can end, it is worth reading next to the termination clause.
What a force majeure clause means for you
Read the definition first, and read it as a list, not a general safety net. Ask two questions:
- If I could not deliver, would I be protected? Only if the reason falls inside the listed events.
- If the client invoked it, what could they get out of? Watch for clauses that let the client suspend payment or terminate on force majeure while you still carry costs.
Because these clauses are interpreted narrowly, vague drafting tends to favour whoever is not relying on it. That is worth knowing before you sign, not after an event has already happened. Force majeure is one of several provisions we flag in our rundown of risky contract clauses UK freelancers should always check.
Is force majeure automatic under English law?
No. Under English law, force majeure is not a standalone legal concept. It applies only where the parties have expressly agreed a clause. That is different from many civil-law systems, where a general force majeure principle exists in the background.
When a clause does exist, courts construe it strictly and largely literally. An event that is not within the natural meaning of the wording will usually not qualify, and financial hardship, or a contract simply becoming uneconomic, will not either.
If there is no force majeure clause, the only common-law fallback is the doctrine of frustration. As confirmed in Davis Contractors Ltd v Fareham UDC [1956] AC 696, frustration ends a contract only where an outside event makes performance impossible or radically different from what was agreed. In that case a builder who took 22 months instead of 8, at far higher cost, still could not rely on it: increased cost or difficulty is not enough. Frustration is rarely established, which is exactly why a well-drafted force majeure clause matters, and why the payment terms around it are worth checking too.
Force majeure clause: a balanced version vs a one-sided one
| A balanced version | A one-sided version | |
|---|---|---|
| Who it protects | Both parties equally | Only the client, not you |
| Events | A clear, sensible list relevant to the work | Vague or open-ended, or oddly narrow so it never helps you |
| Payment | Sums already earned are still due | Client can suspend payments to you on any covered event |
| Termination | Either party can end it if the event runs long | Only the client can terminate, leaving you exposed |
What to push back on before you sign
- Make it mutual. If the clause only protects the client, ask for it to apply to both sides.
- Check the event list. Push for wording broad enough to cover realistic disruptions to your work, not just "acts of God".
- Protect money already earned. Ask that force majeure never wipes out payment for work you have already done.
- Look at the exit. If a long event lets the client terminate, make sure it lets you terminate too, and that you are paid up to that point.
If you are unsure whether a force majeure clause actually protects you or only your client, upload the service agreement to Ookulli and it will flag whether the clause is balanced or one-sided, with each point traced back to how UK law reads it.
This page is general information, not legal advice. Force majeure and frustration as described here are English contract law, and apply in England and Wales; Scots law takes its own approach. For a high-value or complex situation, speak to a qualified solicitor.
Frequently asked questions
Is force majeure automatic under English law?
No. English law has no general doctrine of force majeure. It only applies if the contract contains an express force majeure clause. Without one, you fall back on the much narrower common-law doctrine of frustration.
What counts as a force majeure event?
Only what the clause lists or clearly covers. Typical events include natural disasters, war, government action, and sometimes pandemics or strikes. Courts read these clauses strictly, so if an event is not covered by the wording it usually does not count, even if it was genuinely outside anyone's control.
Does force majeure cover a client simply not paying?
Almost never. A shortage of money, or a contract becoming unprofitable, is not a force majeure event. Most clauses also expressly exclude payment obligations, so a client usually cannot use force majeure as a reason not to pay you.
What is the difference between force majeure and frustration?
Force majeure is a clause the parties write into the contract. Frustration is a common-law doctrine that can end a contract when an outside event makes performance impossible or radically different, but it sets a very high bar and does not apply just because performance got harder or more expensive.