Force majeure clauses have become increasingly important in commercial litigation as businesses face unprecedented disruptions from natural disasters, global pandemics, supply chain breakdowns, and other extraordinary circumstances beyond their control. These contractual provisions, often buried in standard terms and conditions, can provide crucial protection when unforeseen events prevent parties from fulfilling their obligations under construction contracts, service agreements, and other commercial arrangements.
However, successfully invoking force majeure protection requires careful legal analysis and strategic presentation of evidence to demonstrate that the circumstances truly justify contract non-performance. At Fahl & Donaldson, we have extensive experience defending businesses in complex commercial litigation involving force majeure claims. Our attorneys understand the nuanced legal requirements for establishing force majeure defenses and work diligently to protect our clients’ contractual rights when extraordinary circumstances disrupt normal business operations.
Understanding Force Majeure Legal Requirements
Force majeure clauses are contractual provisions that excuse performance when extraordinary circumstances beyond a party’s control make fulfilling contractual obligations impossible or impracticable. These clauses typically require specific elements to be proven, including the occurrence of a qualifying event listed in the contract, causation between the event and the inability to perform, and proper notice to the other party.
Texas courts generally interpret force majeure clauses strictly, requiring the invoking party to demonstrate that the circumstances fall clearly within the contract’s specific language. Generic references to “acts of God” or “unforeseen circumstances” may not provide adequate protection unless the contract specifically defines these terms or includes broad catch-all language that encompasses the particular disruption affecting performance.
Key Elements of Force Majeure Defense
Successfully defending a breach of contract claim using force majeure protection requires establishing several critical elements that demonstrate the legitimacy of your non-performance. The following components are essential for building a strong force majeure defense:
- Qualifying event occurrence: Demonstrating that the disruptive circumstances fall within the specific categories listed in the force majeure clause
- Causation and impossibility: Proving the force majeure event directly caused the inability to perform contractual obligations, not merely increased costs or difficulty
- Proper notice requirements: Showing compliance with contractual notice provisions, including timing, method, and content of force majeure notifications
- Mitigation efforts: Documenting reasonable attempts to minimize the impact of the force majeure event and continuing performance where possible
- Temporary vs. permanent impact: Establishing whether the force majeure event temporarily suspends obligations or permanently excuses performance under the contract
- Contractual interpretation: Analyzing the specific language of the force majeure clause and its relationship to other contract provisions
These elements must be supported by comprehensive documentation and evidence that clearly establishes the connection between the extraordinary circumstances and your inability to fulfill contractual obligations. Proper record-keeping during the disruptive event is essential for building a compelling defense case.
Strategic Considerations for Commercial Litigation Cases
Force majeure defenses in commercial litigation require careful strategic planning to maximize the likelihood of success while minimizing potential counterclaims or damages exposure. Early case evaluation should focus on the strength of the force majeure language, the quality of available evidence, and the potential for negotiated resolution that protects your business interests.
Contract disputes involving force majeure often involve complex factual and legal issues that require thorough investigation and preparation. Your defense team must analyze not only the contract language but also the specific circumstances of the disruptive event, your company’s response efforts, and the other party’s actions during the force majeure period. Communication with the other contracting party during force majeure events can significantly impact your defense position.
Statements acknowledging fault, promising specific performance dates, or failing to properly invoke force majeure protection can undermine your legal position. Careful management of these communications is essential for preserving your contractual rights.
Contact Fahl & Donaldson for Force Majeure Defense
Force majeure litigation requires a deep understanding of contract law, commercial litigation strategies, and the specific industries involved in the dispute. Our attorneys at Fahl & Donaldson have successfully represented clients in construction disputes, commercial litigation, and contractual matters involving force majeure clauses. We provide a comprehensive analysis of contractual rights and strategic defense planning to protect your business interests.
Glenn J. Fahl has tried more than 75 cases to verdict, while R. Kelly Donaldson has tried and arbitrated over 30 complex cases, including numerous construction and commercial disputes involving force majeure issues. Our combined experience of more than 100 years in litigation provides the knowledge necessary to navigate complex contractual disputes and achieve favorable outcomes for our clients. For experienced legal counsel in force majeure litigation, contact Fahl & Donaldson at (346) 241-7355 or reach out through our contact form to discuss your defense strategy.