Force Majeure Contract Basics
Even the best-planned meeting can be disrupted by unexpected events. That is why a well-drafted force majeure clause is so important. It can make the difference between a manageable change of plans and a significant financial loss. A force majeure clause is a contract provision that excuses one or both parties from performing their obligations when events beyond their control make performance impossible or impracticable. Given their importance, organizations should focus on two key elements: what counts as a force majeure event and how severely that event must affect performance.
KEY ELEMENTS
1. Definition of a Force Majeure Event
The clause should include a clear “grocery list” of covered events, such as:
Common examples like natural disasters, war, pandemics, and civil unrest
Event-specific risks relevant to the organization, such as loss of private funding
A catch-all phrase, such as “including but not limited to” or “any other cause beyond a party’s reasonable control”
Without a catch-all phrase, the clause may apply only to the events specifically listed.
2. Required Impact on Performance
Even if an event qualifies as force majeure, the organization must still show that the event affected its ability to hold the meeting as required under the contract. Common standards include:
Illegal: Laws, regulations, or orders prohibit hosting the meeting, including based on gathering size, or restrict non-essential travel.
Impossible: The meeting venue is closed or otherwise unusable.
Commercially impracticable: Holding the meeting becomes excessively difficult, risky, or expensive.
Material attendance impact: A negotiated percentage of expected attendees cannot participate in person at the meeting.
The clause should also state what relief is available if both elements are met. Typically, the clause permits the organization to cancel the meeting, and therefore the contract, without liability. However, the clause should also address the possibility that the organization may elect to host the meeting despite the force majeure event and that any financial liability it might otherwise incur as a result of reduced attendance, such as room block attrition fees and food and beverage minimums, is waived.
Key Takeaways
Tailor the list of force majeure events to the organization and the meeting.
Include a catch-all phrase to cover unforeseen events.
Negotiate a realistic performance standard, such as “commercially impracticable.”
Include language allowing the meeting to proceed with reduced attendance without added financial liability.
Make sure every contract for the meeting includes a force majeure clause.
Consult legal counsel to ensure the clause provides adequate protection.
©Copyright 2026. Barbara Dunn. All rights reserved under United States and international copyright laws. Barbara can be reached at barbara@barbaradunn.com or (312) 825-3880. This article is provided for general informational purposes only and does not constitute legal advice.
Legal: Barbara Dunn is a respected attorney and trusted advisor to meeting professionals, trade show organizers, and nonprofit leaders. With more than three decades of experience, she helps clients navigate contracts and strengthen their organizations through practical legal guidance.